Directors Report of Indo Thai Securities Ltd.

Mar 31, 2025

The Directors are pleased to present the 31^st Board Report of INDO THAI SECURITIES LIMITED (the "Company") along with the
Audited Financial Statements for the financial year ended 31^st March, 2025.

company overview

Indo Thai Securities Limited, the flagship company of the Indo Thai Group, is a growing financial services provider based in Indore.
Catering to corporate clients, high-net-worth individuals, and retail investors, the Company offers broking and clearing services across
equity, derivatives, and commodity segments as a member of NSE, BSE, MSEI, MCX, and NCDEX. It also serves as a Depository
Participant with CDSL and is a registered AMFI member, guiding investors in mutual fund investments with a focus on long-term
wealth creation. Backed by a talented workforce and a diverse client base, Indo Thai is emerging as a key player in India''s securities
market.

financial highlights

The summary of the company''s financial performance, both on a consolidated and standalone basis for the financial year ended 31^st
March, 2025 is given below:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars		(Figures as p	>er IND AS)
	2024-25	2023-24	2024-25	2023-24
a. Total Revenue from Operations	2671.86	3102.44	2633.46	3128.39
b. Other Income	10.75	12.15	85.29	85.45
c. Total Income	2682.61	3114.59	2718.75	3213.84
d. Total Expenditure	1495.27	995.02	1682.44	1247.55
e. Profit/(Loss) before exceptional items & tax	1187.33	2119.57	1036.31	1966.29
f. Exceptional Items	0.00	0.00	0.00	0.00
g. Profit/(Loss) before tax	1187.33	2119.57	1036.31	1966.29
h. Provision for Income Tax
Current Tax	278.75	288.50	278.75	297.61
Deferred Tax	(2.81)	170.85	(31.50)	137.95
I. Profit/(Loss) for the period from continuing operations	911.39	1660.22	789.06	1530.73 :
j. One time impact on Tax Expenses (current & deferred) due to change in tax rate	-	-	-	-
k. Profit /(Loss) for the period	911.39	1660.22	789.06	1530.73
l. Other Comprehensive Income (Net of tax)	(0.98)	6.97	(0.98)	6.97
m. Share of profit/(loss) of associates	-	-	(0.20)	5.23
n. Total comprehensive income	910.41	1667.20	787.88	1542.93
o. Paid up Equity Share Capital*	1169.20	1000	1169.20	1000
p. Earnings Per Share (Amount in Rs.)
Basic (Rs.)	8.86	16.60	7.67	15.36
Diluted (Rs.)	8.67	16.60	7.50	15.36

Notes:

*The Company allotted 980319 warrants in their Board Meeting held on 16^th July, 2024, of which we received upfront
payment of 25% of issue price. However, upon receiving balance 75% amount from the 1,58,319 warrant holders the
Company allotted Equity shares to the respective warrant holders (conversion ratio of 1 equity share with respect to 1
warrant), in the Board Meeting dated 26^th October, 2024. Further upon receiving balance 75% amount from the 2,72,500
warrant holders the Company allotted Equity shares to the respective warrant holders (conversion ratio of 1 equity share
with respect to 1 warrant), in the Meeting held on 20^th February, 2025.

*The Company allotted 9,04,000 equity shares and 14,60,000 warrants in their Meeting held on 14^th January, 2025, out of
which we received 100% of issue price i.e. Rs. 500/- per share from equity shareholders and Rs. 125/- per warrant from
warrant holders i.e. 25% of the issue price of Rs. 500/-. However, upon receiving balance 75% amount from the 3,57,200
warrant holders the Company allotted Equity shares to the respective warrant holders (conversion ratio of 1 equity share
with respect to 1 warrant), in the Meeting held on 29^th March, 2025.

company''s performance

• Standalone Performance

The total revenue (including sale of shares) was reported at Rs. 2682.61 Lakhs as against Rs. 3114.59 Lakhs in previous year.
The Profit earned during the year was Rs. 1187.33 Lakhs and profit after Tax was Rs. 911.39 Lakhs. The Earning per Share
(“EPS”) was at Rs. 8.86 (Basic) and 8.67 (diluted) for the financial year 2024-25.

• Consolidated Performance

During the financial year under review, on a consolidated basis, the total revenue (including sale of shares) was Rs. 2718.75
Lakhs as against Rs. 3213.84 Lakhs in the previous year. The Profit for the year was Rs. 1036.31 Lakhs and that after Tax was
Rs. 789.06 Lakhs. The Earning per Share was at Rs. 7.67 (Basic) and 7.50 (Diluted) for the financial year 2024-25.

future prospects

The Company is of the view that there is no space for stagnancy in this fast-growing economy. Moreover, the Company
deals in securities market, being one of the most fluctuating yet lucrative business sector. Despite short-term market
volatilities and evolving regulatory dynamics, the long-term fundamentals of the industry remain strong. The Company
remains confident in its ability to adapt, grow, and deliver consistent value to shareholders and clients alike.

Indo Thai Securities Limited has always believed that for the purpose of growth, diversification and expansion are must.
Our focus remains on diversifying our business to liner sources of earnings. The Company is further exploring various
fields to maintain and to escalate itself in the securities market. We take great pride in our strong governance policies,
robust internal control systems and effective stakeholder communication.

Looking ahead, we envision strong growth in the coming decade as equity penetration deepens and the investor
landscape matures. We are poised to capitalize on this trend, offering ease of access and simple yet comprehensive
financial products to leverage growth opportunities.

dividend

Directors feel that it is prudent to retain the profits for future growth of the company and do not recommend any
dividend for the year ended 31^st March 2025.

transfer to reserves

During the year under review, no amount was transferred to General Reserve

SUBSIDIARY/IES AND ASSOCIATE/S

Incorporated on 1^st March, 2013 as a Wholly Owned Subsidiary Company of Indo Thai Securities Limited, Indo Thai Realties
Limited has paid up share capital of Rs. 7,97,87,000/- (Rupees Seven Crores Ninety-Seven Lakhs Eighty-Seven Thousand
only). Indo Thai Securities Limited has 100% Equity Shareholding in the Company by investing Rs. 7,97,87,000/- (Rupees
Seven Crores Ninety-Seven Lakhs Eighty-Seven Thousand only). Mr. Parasmal Doshi, Mr. Dhanpal Doshi and Mr. Amber
Chaurasia are holding office as Directors of the Company.

During the year under review, the tenure of Mr. Om Prakash Gauba and Mr. Mayur Rajendrabhai Parikh, Independent
Directors of the Company, completed on 18^th September,2024 in accordance with the provisions of Section 149(11) and
Section 152 of the Companies Act, 2013 and rules made thereunder. The Board places on record its sincere appreciation
for their valuable contribution and guidance during their tenure.

Subsequently, the Board, in compliance with the provisions of Section 149, 152, 160 of the Companies Act, 2013 and rules
made thereunder, appointed Mr. Amber Chaurasia as an Independent Director of the Company with effect from 18^th
September, 2024.

Additionally, during the year, the designation of Mr. Parasmal Doshi and Mr. Dhanpal Doshi was changed from Non¬
Executive Directors to Executive Directors of the Company w.e.f. 10^th December 2024.

Indo Thai Globe Fin (IFSC) Limited

Incorporated on 20^th February, 2017 as a Wholly Owned Subsidiary Company of Indo Thai Securities Limited, Indo Thai
Globe Fin (IFSC) Limited has a paid up share capital of Rs. 1,25,00,000/- (Rupees One Crore Twenty-Five Lakhs only). Indo
Thai Securities Limited has 100% Equity Shareholding in the Company by investing Rs. 1,25,00,000/- (Rupees One
Crores Twenty-Five Lakhs only). Mr. Dhanpal Doshi, Mr. Sarthak Doshi, Mr. Rajendra Bandi and Mr. Sunil Kumar Soni are
holding office as the Directors of the Company.

Femto Green Hydrogen Limited

Incorporated on 23^rd December, 2021, a Subsidiary Company of Indo Thai Securities Limited. Femto Green Hydrogen
Limited has a paid - up share capital of Rs. 3,23,45,500/- (Rupees Three Crores Twenty-Three Lakhs Forty-Five Thousand
Five Hundred Only). Indo Thai Securities Limited has 56.86% Equity Shareholding in the Company by investing Rs.
2,85,00,000/- (Rupees Two Crores Eighty-Five Lakhs only). Mr. Dhanpal Doshi, Mr. Parasmal Doshi, Mr. Nandan Vinayakrao
Kundetkar, Mrs. Shobha Santosh Choudhary, Mr. Prasad Kiran Thakur and Mr. Dinesh Sancheti are holding office as the
Directors of the company.

*Indo Thai Commodities Private Limited

An Associate Company of Indo Thai Securities Limited, being incorporated on 21^st November, 2003 having paid - up share
capital of Rs. 1,85,80,000/- (Rupees One Crore Eighty-Five Lakhs Eighty Thousand only). Indo Thai Securities Limited has
40.05% Equity Shareholding in such Associate Company by investing Rs. 42,52,000/- (Rupees Forty-Two Lakhs Fifty-Two
Thousand only). Mr. Parasmal Doshi, Mr. Dhanpal Doshi and Mr. Sarthak Doshi are holding office as the Directors of the
Company.

Under the review, Indo Thai Securities Limited has fully divested its shareholding in Indo Thai Commodities Private
Limited. Accordingly, Indo Thai Commodities Private Limited has ceased to be an associate company of Indo Thai
Securities Limited from 19^th May, 2025 in terms of Section 2(6) of the Companies Act, 2013.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. The Consolidated Financial Statements
with Financial Statements of subsidiaries were prepared as per provisions of Section 129(3) and other applicable
provisions, if any, of the Companies Act, 2013 and rules made thereunder and in accordance with Indian Accounting
Standard (Ind AS) 110 as issued by the Institute of Chartered Accountants of India, which have been furnished under Note
No. 46 to the Consolidated Financial Statements and forms part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated
financial statements and related information of the Company are available on the website of your Company.

The financial performance of Subsidiary Companies & Associate Company as included in the consolidated financial
statements of your Company and is also set out in the prescribed format ''Form No. AOC-1'' is appended as “Annexure-A”
to this Board''s Report.

directors & key managerial personnel*

1	EXECUTIVE DIRECTORS	1 Mr. Parasmal Doshi - (Chairman cum Whole Time Director) 2 Mr. Dhanpal Doshi - (Managing Director) 3 Mr. Rajendra Bandi - (Whole Time Director)
1	INDEPENDENT DIRECTORS	1. Mr. Amber Chaurasia 2. Mr. Dharmendra Jain 3. Mrs. Sweta Sharma Pastaria	.A
1 L_	KEY MANAGERIAL PERSONNEL	1. Mr. Sarthak Doshi - (Chief Executive Officer) 2. Mr. Deepak Sharma - (Chief Financial Officer) 3. Ms. Shruti Sikarwar - (Company Secretary cum Compliance Officer) 4. Mr. Nishit Doshi - (Chief Operating Officer)		_A

During the year under review there has been changes in Board of Directors, the tenure of Mr. Om Prakash Gauba, Mr.
Sunil Kumar Soni and Mrs. Shobha Choudhary, who were the Independent Directors of the company, completed on 19th
September, 2024 in accordance with the provisions of Section 149(11) and Section 152 of the Companies Act, 2013 and
rules made thereunder. The Board places on record its sincere appreciation for their valuable contribution and guidance
during their tenure.

Subsequently, the Board, in compliance with the provisions of Section 149, 152, 160 of the Companies Act, 2013 and rules
made thereunder, appointed Mr. Amber Chaurasia, Mr. Dharmendra Jain and Mrs. Sweta Sharma Pastaria as an
Independent Director of the Company with effect from 20^th September, 2024 to 19^th September, 2029.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in
SEBI Listing Regulations, and are Independent of the management and possess requisite qualifications, experience,
proficiency and expertise.

Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Sarthak Doshi - Chief Executive Officer (designated as CEO with effect from 02^nd February, 2024)

(b) Mr. Deepak Sharma - Chief Financial Officer (designated as CFO with effect from 9^th May, 2014)

(c) Mr. Nishit Doshi - Chief Operating Officer (designated as COO with effect from 02^nd February, 2024)

(d) Ms. Shruti Sikarwar - Company Secretary cum Compliance Officer (designated as Company Secretary cum
Compliance Officer with effect from 02^nd September, 2022)

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of
the Company, Mr. Parasmal Doshi (Whole Time Director) (DIN: 00051460) is liable to retire by rotation and being
eligible, seeks re-appointment at the ensuing AGM. Mr. Parasmal Doshi is not disqualified under Section 164(2) of the
Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief
resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and
number of listed companies in which he holds Membership/Chairmanship of Board and Committees, shareholdings
and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on
General Meetings (SS-2) are provided in the ''Annexure to the Notice of AGM'' forming part of the Annual Report.

familiarization programme for independent directors

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the
nature of industry and business. The details of Familiarization Programme arranged for Independent Directors have
been disclosed on the website of the Company and are available at the following link:

declaration by the independent directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of the independence laid down in Section 149(6) of the Companies
Act, 2013 along with Regulation 16(1)(b) and Regulation 25 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015

code of conduct for independent directors

The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional
conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their
responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly
minority shareholders, regulators and Companies in the institution of Independent Directors.

https://indothai.co.in/wp-content/uploads/2025/06/Code-of-Conduct-of-Director-and-SMPs.pdf

annual evaluation

The Board of Directors has carried out an annual evaluation of the Committees, and of individual Directors pursuant to
the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs
from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board
processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on 05^th January, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria
such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors held on 10^th March, 2025, performance of Non-Independent Directors
and the Board as a whole was evaluated.

directors’ responsibility statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

- In the preparation of the Annual Accounts for the year ended 31^st March, 2025, the applicable Accounting Standards
have been followed and there are no material departures from the same;

- The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on
31^st March, 2025 and of the profits of the Company for the year ended on that date;

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

- The Directors have prepared the annual accounts on a going concern basis;

- The Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively; and

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

number of meetings of the board

12 (Twelve) meetings of the Board were held on the following dates during the financial vear 2024-25:

S.No.	Day of Meeting	Date of Meeting
: 1. :	Thursday	18th April, 2024
j 2. ;	Friday	10th May, 2024
3.	Saturday	01st June, 2024
i 4. i	Tuesday	16th July, 2024
i 5. i	Saturday	10* August, 2024
; 6. ;	Thursday	05* September, 2024
7.	Thursday	12th September,2024
i 8. i	Wednesday	18th September, 2024
: 9. :	Monday	07th October, 2024
; 10. ;	Saturday	26th October, 2024
11.	Saturday	25th January, 2025
12.	Friday	21* March, 2025

Details of such meetings are provided in the Corporate Governance Report, which forms part of this report.

In regards to the above stated circulars the maximum interval between two meetings is not more than 120 days.

auditors

STATUTORY AUDITOR AND AUDITOR''S REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s SPARK & Associates Chartered Accountants
LLP, Indore (Firm Registration No. 005313C/C400311) were appointed as the Statutory Auditor of the Company at 27^thAGM
held on 29^th September, 2021 till the conclusion of 32^nd AGM.

The Report given by the Auditor on the financial statement of the Company is part of this Annual Report. The Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has
appointed M/s Kaushal Ameta & Co., Company Secretaries, Indore (holding Certificate of Practice bearing No. 9103), to
undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed herewith marked as “Annexure-B”
in ''Form No. MR-3'' and forms an integral part of this Report. No qualifications, reservations and adverse remarks were
contained in the Secretarial Audit Report.

Further, pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has received the Secretarial Audit Report from its material subsidiary
i.e. Indo Thai Realties Limited for the financial year ended 31^st March, 2025. No qualifications, reservations and adverse
remarks were contained in the Secretarial Audit Report of the material subsidiary.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in the Board''s Report.

public deposits

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the
Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, there was
no principal or interest outstanding as on the date of the Balance Sheet.

transfer of equity shares and unpaid / unclaimed
dividend to investor education and protection
fund (iepf)

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, (“IEPF Rules”), all unpaid or unclaimed dividends, if not claimed for
a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are required to be
transferred by the Company to the IEPF.

The details of unpaid / unclaimed amounts lying with the Company as on 31^st March, 2025 and the shares transferred to
IEPF can be accessed on the Company''s website at https://indothai.co.in and on the website of the Ministry of Corporate
Affairs at www.iepf.gov.in.

code of conduct

In compliance with Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has framed and adopted a Code of
Conduct (the “Code”) which reflects the legal and ethical values to which your Company is strongly committed. The
Code is applicable to the Members of the Board, the Senior Management, Officers and Employees of the Company. The
Code is available on the following link:

https://indothai.co.in/wp-content/uploads/2025/06/Code-of-Conduct-of-Director-and-SMPs.pdf

All the Members of the Board, the Senior Management, Officers and Employees have affirmed compliance to the Code as
on 31^st March, 2025. Declaration to this effect, signed by Chief Executive Officer, forms part of the Annual Report.

management discussion and analysis report

Management Discussion and Analysis Report for the financial year 2024-25, as stipulated under Regulation 34(2)(e) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming part of this Annual Report, and gives detail of overall industry structure,
developments performance and state of affairs of the Company''s operations during the year.

internal financial controls

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of
which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the
Companies (Accounting Standards) Rules, 2006, that continue to apply under Section 133 and other applicable
provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended from
time to time.

Your Company has always believed that a system of strict internal control, including suitable monitoring procedures and
transparency, is an important factor in the success and growth of any organization. It also ensures that financial and
other records are reliable for preparing financial statements.

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the
Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business
requirements.

Your Company ensures adequacy, commensurate with its current size and business, to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and
regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the
business activity.

For more details on internal financial control system and their adequacy kindly refer Management Discussion and
Analysis Report.

internal auditors

Internal Audit for the financial year 2024-25 was conducted by M/s S Ramanand Aiyer & Co., Chartered Accountants. The
idea behind conducting Internal Audit is to examine that the Company is carrying out its operations effectively and
performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the
adequacy and efficiency of the key internal controls guided by the Audit Committee.

The Company has appointed M/s A P T & Co. LLP, Chartered Accountants, in the Board Meeting held on 30^th May, 2025 in
accordance with the circulars issued by the Securities and Exchange Board of India for conducting an Internal Audit of
Stock Broking, Depository Participant Operations and Regulatory Compliance Audit for the financial year 2025-26. The
purpose of this Internal Audit is to examine that the processes and procedures followed and the operations carried out by
the Company meet with the requirements prescribed by SEBI and Stock Exchange(s) for Depository Participant/Trading
Members/Clearing Members.

listing & depository fee

The Company has paid Annual Listing Fee for the financial year 2025-26 to National Stock Exchange of India Limited
according to the prescribed norms & regulations.

The company has paid annual listing fee to BSE for the financial year 2025-26 on receipt of invoice from the same.

Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central
Depository Services (India) Limited for the financial year 2025-26.

annual return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2025 is
available on the Company''s website and may be accessed at:

https://indothai.co.in/wp-content/uploads/2025/08/Draft-Annual-Return-MGT-7.pdf

particulars of loans, guarantees or investments

Particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loan or
guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of
the Act are given under Notes to Accounts (Note No. 6) annexed to the Financial Statements for the financial year ended
31^st March, 2025 and the same forms part of the Annual Report.

related party transactions

There were no materially significant related party transactions which fall under the scope of Section 188(1) of the
Companies Act, 2013 i.e. transactions of material nature, with its promoters, directors or senior management or their
relatives etc., that may have potential conflict with the interest of the Company at large. Transactions entered with
related parties, as defined under Section 2(76) of the Companies Act, 2013 and provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year 2024-25
were mainly in the ordinary course of business and on an arm''s length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as
per the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A quarterly update is also given to the Audit Committee
and the Board of Directors on the Related Party Transactions undertaken by the Company for their review and
consideration.

During the year, your Company has not entered into any material contract, arrangement or transaction with related
parties, as defined under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions of
the Company. The details with respect to the related party transactions are mentioned in the notes to the audited
(standalone) financial statements.

There were no transactions during the year under review, that are required to be reported in Form AOC-2 and such Form
AOC-2 is given as “Annexure -C” in this Board Report.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the
Board, is available on the Company''s website and can be accessed at:

https://indothai.co.in/wp-content/uploads/2025/06/Policv-on-materialitv-of-Related-partv-Transection.pdf

risk management

Risk is an integral part and unavoidable component of business and your Company is committed to managing the risks
in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment
along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company''s operations are prone to general risks associated with economic conditions, change in Government
regulations, tax regimes, other statutes, financial risks and capital market fluctuations.

Your Company has taken Brokers Indemnity Insurance Policy for Exchange(s) in order to cover the risk arising from
operations. Additionally, the assets of the Company have also been insured under different kinds of separate policies i.e.
Standard Fire and Special Perils Policy, Electronic Equipment Insurance, Vehicle Insurance Policy. Company has also
taken Keyman Insurance Policy(ies) in order to avoid large negative impact on the Company''s operations due to sudden
loss of Keyman of the Company.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor
the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions are systematically addressed through mitigating actions on a
continual basis. Further risk factors are set out in Management Discussion and Analysis Report which is forming part
of this Annual Report.

For the development and implementation of risk plan the Board has framed a Risk Management Policy which may be
accessed on the Company''s website:

https://indothai.co.in/wp-content/uploads/2025/06/Risk-Management-Policy.pdf

corporate social responsibility ("csr") & csr initiatives

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development
of knowledge based economy.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules,
2014, The Company has constituted Corporate Social Responsibility Committee under the Chairmanship of Mr. Parasmal
Doshi, Whole Time Director of the Company, in order to conduct and review Corporate Social Responsibility activities in a
prudent manner.

As an integral part of society, your Company considers social responsibility as an integral part of its business activities and
the brief outline of the Corporate Social Responsibility policy of the Company, initiatives undertaken by the Company on
CSR activities during the year and details regarding the CSR Committee are set out in “Annexure-D” of this report as
“Board Report on CSR Activities”.

Policy can be accessed on the Company''s website at the link:

https://indothai.co.in/wp-content/uploads/2025/06/Corporate-Soacial-Resposibilitv-policv-1.pdf

vigil mechanism policy / whistle blower policy

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy
provides for a framework and process whereby concerns can be raised by its Employees and Directors to the
management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or
regulatory requirements incorrect or misrepresentation of any financial statements and have been outlined in Corporate
Governance Report which forms part of this Annual Report. The policy provides for adequate safeguards against
victimization of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company''s website at the link:
https://indothai.co.in/wp-content/uploads/2025/06/Vigil-Mechanism.pdf

nomination and remuneration policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the
Company in order to pay equitable remuneration to Directors, KMPs and other Employees of the Company. The
composition of Nomination and Remuneration Committee has been given under Corporate Governance Report
forming part of this Annual Report and Policy on Remuneration of Directors, Key Managerial Personnel and Other
Employees'' has been stated in “Annexure-E” set out to be part of Board''s Report.

The policy can also be accessed on the Company''s website at the link:
https://indothai.co.in/wp-content/uploads/2025/06/Remuneration Policy.pdf

policy on preservation of documents and records

Your Company has formulated a policy on Preservation of Documents and Records in accordance with Regulation 9 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Policy ensures that the Company complies with the applicable document retention laws, preservation of various
statutory documents and also lays down minimum retention period for the documents and records in respect of which
no retention period has been specified by any law/ rule/ regulation. The Policy also provides for the authority under which
the disposal/destruction of documents and records after their minimum retention period can be carried out.

The said policy is available on the website of the Company at the link:

https://indothai.co.in//srv/htdocs/wp-content/uploads/2018/06/Policy-for-Preservation-of-Docs.pdf

policy on disclosure of material events and information

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Policy on Determination of Materiality has been adopted by the Board to
determine the events and information which are material in nature and are required to be disclosed to the concerned
Stock Exchanges.

The said policy is available on the website of the Company at the link:

https://indothai.co.in/wp-content/uploads/2025/06/Policv-for-Deter.-of-Materialitv-2025.pdf

material subsidiary policy

In accordance with the requirements of Regulation 16(1)(c) and Regulation 24 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy for
Determining Material Subsidiaries.

The same has been hosted on the website of the Company at the link:

https://indothai.co.in/wp-content/uploads/2025/06/Policy-for-Determining-material-Subsidiaries.pdf

code for prohibition of insider trading

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by
the employees, designated persons and connected persons and to regulate, monitor and report trading by such
employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the
basis of unpublished price sensitive information. The Company reviews the policy on need basis.

The Code for Prohibition of Insider Trading is available on the website of the Company at the link:

https://indothai.co.in/wp-content/uploads/2025/07/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-

Unpublished-Price-Sensitive-Information.pdf

code of practices and procedures for fair disclosure of
unpublished price sensitive information

Pursuant to Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information,
with a view to lay down practices and procedures for fair disclosure of unpublished price sensitive information through
SDD software that could impact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the
website of the Company at the link:

https://indothai.co.in/wp-content/uploads/2025/07/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-

Unpublished-Price-Sensitive-Information.pdf

archival policy

The Company has formulated a policy for archival of its records under Regulation 9 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy deals with the retention and
archival of corporate records of the Company and all its subsidiaries. The policy provides guidelines for archiving of
corporate records and documents as statutorily required by the Company.

The Archival Policy is available on the website of the Company at the link:

https://www.indothai.co.in/wp-content/uploads/2019/06/Archival-Policy 07112015.pdf

prevention of sexual harassment at workplace

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy
environment to each and every employee of the Company. The Company has in place ''Policy against Sexual Harassment
of Women at Workplace'' in line with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (hereinafter referred as the “said Act”) and rules made there under. As per the
provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (“ICC”)
at the Registered Office and at all the Regional Offices of the Company to deal with the complaints received by the
Company pertaining to gender discrimination and sexual harassment at workplace.

During the year under review, there were no such incidents reported in relation to Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company has also organized workshops and awareness programmes at regular intervals for sensitizing the
employees with the provisions of the Act .

The updated policy against Sexual Harassment of Women at Workplace is available on the website of the Company at the
link:

https://indothai.co.in/wp-content/uploads/2025/06/Sexual-harassment-.pdf

audit committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formed the
Audit Committee under the Chairmanship of Mr. Amber Chaurasia. The composition of Audit Committee has been
stated under Corporate Governance Report and forms an integral part of report.

All recommendations made by the Audit Committee were accepted by the Board. The role of the Committee is to provide
oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws.
All possible measures are taken by the Committee to ensure the objectivity and independence of Independent Auditors.

human resource

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results
underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent
Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply
through organic and inorganic growth.

Your Company firmly believes that employees are the most valuable assets and key players of business success and
sustained growth. Only with their participation we manage to achieve a healthy work culture, transparency in working, fair
business practices and passion for efficiency. Thus, development of human resources at all levels is taken on priority to
upgrade knowledge and skills of employees and sensitize them towards productivity, quality, cost reduction, safety and
environment protection. The Company''s ultimate objective is to create a strong and consistent team of employees wherein

each link in the resource chain is as strong as the other. In view of this, various employee benefits, recreational and team
building programs are conducted to enhance employee skills, motivation as also to foster team spirit.

Your Company also conducts in-house training programs to develop leadership as well as functional capabilities in order
to meet future talent requirements and to enhance business operations. Industrial relations were cordial throughout the
year. To ensure that the employees are at their productive best, we continue to work on simplifying the internal processes
through collaborative efforts with our workforce.

material changes

Material Changes after the end of financial year 2024-25 :

Allotment of Shares

The Company in its meeting held on 17^th April, 2025, allotted 1,67,000 (One Lakh Sixty-seven Thousand) equity shares of
face value Rs.10/- per equity to the respective warrant holders in the ratio of 1 (One) equity share for every 1 (One) warrant
held. upon receipt of the balance 75% of the issue price (i.e., Rs. 375/- per warrant) for conversion of 1,67,000 (One Lakh
Sixty-seven Thousand) warrants which are issued on 14^th january,2025.

Sub-Division / Split of Equity Shares

The Company, pursuant to the approval of the Board of Directors in its meeting held on 30^th May, 2025, its shareholders in
Extraordinary General Meeting held on 02^nd July, 2025, and regulatory authorities has carried out the sub-division/split of
each existing 1 (One) equity share of face value Rs. 10/- (Rupees Ten only) each in Authorised, Issued, Subscribed and fully
paid-up into 10 (Ten) equity shares of face value of Rs. 1/- (Rupee One only) each, in the Authorised, Issued, Subscribed and
Fully Paid-up Share Capital of the Company. Pursuant to the split of equity shares, Clause V of the Memorandum of
Association of the Company was duly altered to reflect the revised authorised share capital structure.

Changes in Associate Company

Following the acceptance of shares under the buy-back offer, the Company''s holding in Indo Thai Commodities Private
Limited reduced to 2,79,600 (Two Lakh Seventy-Nine Thousand Six Hundred) i.e. 20.06% equity shares. Subsequently, the
Company transferred such shares to Future Intrastate Private Limited and Indo Thai Wealth Management Private
Limited.

As a result of these transactions, Indo Thai Securities Limited has fully divested its shareholding in Indo Thai
Commodities Private Limited. Accordingly, Indo Thai Commodities Private Limited has ceased to be an associate
company in terms of Section 2(6) of the Companies Act, 2013.

particulars of employee and related disclosures

The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of the Board''s Report under “Annexure-F” as Median Remuneration.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, the list of the top 10 employees in terms of remuneration forms part
of the Board''s Report under “Annexure-F".

corporate governance

Your Company''s Corporate Governance Practices are a reflection of the value system encompassing culture, policies and
relationships with its stakeholders. Integrity and transparency are key to Corporate Governance Practices to ensure that
the Company gain and retain the trust of its stakeholders at all times. Your Company is committed for highest standard of
Corporate Governance in adherence of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report
on Corporate Governance forms an integral part of this annual report. A ''Certificate'' from M/s Kaushal Ameta & Co.,
Practicing Company Secretary, confirming compliance by the Company of the conditions of Corporate Governance as
stipulated in Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is also annexed as “Annexure-G” to this Board''s Report.

particulars regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo

Being a Broking Company, we are not involved in any industrial or manufacturing activities and therefore, the
Company''s activities involve very low energy consumption and have no particulars to report regarding conservation of
energy and technology absorption. However, efforts are made to further reduce energy consumption.

There has been no earnings and outgo in foreign exchange during the financial year 2024-25.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed
herewith and forms part of this Report as “Annexure-H”.

significant/material orders passed by the regulators/
courts/ tribunal

During the Financial Year 2024-25, the Company was in non-compliance with Regulation 44(3) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates listed
entities to submit the details of voting results, in the format prescribed by the Board, within two working days from the
conclusion of the General Meeting. Due to such instance the National Stock Exchange (NSE) have imposed penalty of Rs.
10,000 (exclusive of GST) on the Company for the non-compliance under Regulation 44(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Except for the aforementioned instance, the Company was in compliance with the applicable provisions of the Act,
including adherence to the prescribed accounting and secretarial standards.

general

Other disclosures related to financial year 2024-25:

A. Your Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its
Employees/Directors.

B. Your Company has not issued shares with differential rights as to dividend, voting or otherwise.

C. Neither the Managing Director nor the Whole-time Director(s) of the Company received any remuneration or
commission from any of the Subsidiaries of your Company.

D. The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of Board of Directors'' and ''General
Meetings'' respectively, have been duly complied by your Company.

E. Your company has not made any application nor any proceeding is pending under insolvency and bankruptcy code
2016.

F. Your company has not obtained One time settlement from the Bank or Financial Institution.

green initiative

Electronic copies of the Annual Report 2024-25 and the Notice of 31^st AGM are sent to all members whose email addresses
are registered with the Company/depository participants(s). For members who have not registered their email
addresses, were provided an opportunity to register the same. We strongly promote the purpose and intention behind
Green Initiative, and accordingly the required processes and efforts have been made to encourage the shareholders to
get their email addresses registered, so that Annual Reports, Notices and all other concerned information can be
received by them.

appreciations & acknowledgements

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all
the Clients, Dealers, Banks and other business associates for their contribution to your Company''s growth. The Directors
also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without
whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, BSE, NSE, MSEI, CDSL, NSDL,
MCX, NCDEX, RBI, MCA, Central Government and Government of various States and other Regulatory Authorities
including Local Governing Bodies. Your Board appreciates the precious support provided by the Auditors, Lawyers and
Consultants. The Company will make every effort to meet the aspirations of its Shareholders.

Place: Indore By order of the Board of Directors

Date: 02^nd August, 2025 Indo Thai Securities Limited

Parasmal Doshi

(Chairman cum Whole-time Director)
DIN: 00051460

---

Mar 31, 2024

Ypur Directors take gijjgat pleasure in prepentmg the 3G Arihual graflp''n of INDO THAI SECURITIES LIMITED (rhe "Co m pan ¦/'') -a I o n''g w, th tfte Au d ¦ tetl l|$ a n.c i a :!tn ic rfte n L 5 fb t L r. s f i i an¦: i a yea r e11 d oca i I''^: M a re h. 2 C 24.

COM PAN V OVEKVIE VV »>

Your |C5bm parry ^as been offering uervicoj lo Eorpo''aLo clicmLs, ^:’igh r,er Worth ind wfduaf? ijjnd r-sji investors since its inception The Company Is rendering broking and cleadng service* in the Capita! & Derivatives Segments bsing a Member of National Stoc.x Exchange of ndia L.imrcd (''NSE''''), Bombay Stock Exchange Linr.ited ("BSE"), Metropolitan ^tdek Exchange of India Limited ("MSEI”), Multi Comrhodfty Exchange of India Limited {"MCX") and National Commodity S Derivatives rxchange I imitcd I''NCOEX") and Depository Participant of Centro 1 Depository Services (India) 1 limited (-CDSL }i he Company is rendering n’^ual fundi- services by being member of As''sodatidjij of Mu to a I ¹ unds in Inciia(AMFI) and has helped traditional savers transition to mutua.-funds, and build wealth by encouraging a longterm, ob;et; t ive n ves t me 111 p roce s l ? id ed by t be i r u n i q u e gu i d a nce and ns ig hts.

Considering our d.vcrsifiec¹ baseoi customers and ftrghly to I en ted workforce, We arc emerging as a growing Com pany m the field of Secur ities Market. Indo Thai Securities Limited is the flsgsnip Company of indoTfta'' group, which has its Rogistored Office at Indore.

FINAN£I\L HIGHLIGHTS

r Hfefi n a ncia! per for rna n^e^f ihe Coi n pa ny for t he f i n a n c i a. ye a r.en d ed-31 March, 20 24 Is su rn ms need be low

	Standalone			Consolidated
Particulars	(figures, as per IND AS|
	2023-24		2022-23	2023-24	2022-23
a. Tote 1 Revenue from Operations	3102.44		768.59 :	3128.33	755.94 r
: b, Other Income	1215		14.70	85.45	66.80
c Total income	3114,59		783.29 l	3213,83	822.74
d. Total Expenditure	995.02	j	1506.56	1247,55	1713.14
e. Prof t/(Lossj before cxceoPone 1 items & tax	2119.57		................ (723.27) I	1966.28 ¦ i ........ ¦ ¦ j i ¦ 111.	(890,40)
; f, Exceptional Items	0.00		0.00	o.oo :	0.00 :
g. Profit/(Loss) before tax ; ¦	2119.57 L.............	..;.	¦P > ¦¦ < j ¦ i (72327) \	1966.2B ¦	(890.40)
h Prevision for Income lax		JL-''	r , .r -----=¦ , =. r , Aj * k
. Current Tax	288.50 "...	‘n.- ....	—	297.61	2.59
Deferred Tax	170.35		(142.82) ;	137.95	(183-33) :
- ¦ ¦ - ¦ - . - . - ¦" - - ......... *¦*.¦* - ¦ --- ¦ r ¦ - ¦ i. Prof it/{ Loss) for the period from continuing operations	1660.22	¦ ¦ i ¦	(580.45) :	1530.72 i	(709.66) _ i . ......... i ¦ ¦ ¦ .f
j. One ti me impact on Tax Expenses (current & deferred) due to change in tax rate	41 1 ....... ......1 ¦ 1 1 1 '' * 1 1 .......... ''	¦ ¦ j ¦ ¦ ¦ i ¦	• > i ¦ . i. - i i i-J i j	- ;	¦ '' 11 1 " ¦ ¦ 1 ¦ 1 1 1 11 1 1 1 ‘l
k, Profit /(Loss) for the period	1660.22	V	(580.45)	1535.95	(709.66)
!. Other Comprehensrve Income (Met of tax)	6.97		to U> o	6.97	(0.56)
m. Total comprehensive Income	1667.19	{	(581.02) ;	154293......¦ ''	(715,30) ''
i • -''.¦¦¦ •: i1. . • • '' ¦ ¦•¦''.¦: .... "V”. , n. Paid up Equity Share Capita; ) - -- ¦ .................-.............. ....... .................	1000		1000	1000	1000 ......-
o. Earnings Per Share (Amount in Rs.)	T6.60	4	(5.80)	15.36	(7.15)

COMPANY’S PERFORMANCE »>

Standalone Performance

The total revenue- including sale of shares) was repo''ted at Rs. 3114.59 Lakhs as against Rs. 7S3.29 i ;jkhs in previous year. The R-of t incurred during the year was Rs. 2T9.S7 Lakhs and profit after Tax. was Rs. 1660.22 Lakhs. The Earning per Share rEPS''lvwisat Rs. Ifi 60 for the fin-anr. tat year 2Q23-24

Consolidated Performance

Du ring 1 he fl n a rc i al yea r u n tie r n&vi aw, o n a con so i id a te d bus. s, t h e t btt^: reve h ue- (ihc I tid^; ng sale of sh :i res} wa s Rs. i 213.03 LSikhs as agaih&t Rs S22 7a Lakhs in the previous year The Profit for the yea? was Rs 1960.28 Lakhs arid that after Tax was Ps. 15.iC.72 !. .akr-s. i he Earning per Share was at Rs. 15 36 for the fin,me mi year 2023 24.

FUTURE PROSPECTS >»

The Company is of the vow that there is r,c space fc-.-- stagnancy in this fast growing economy, Moreover, the? Company

deals in securities market, being one of the most fluctuating yet lucrative business sector, indo Thai Securities Limited

¹ .

has a ways b*fti ieved th at to r ihe pur pose of g rbwt h. d ,-ersi fi c atio ri a n d ek p a n s i o h a re m u sr

l he Company is further exploring var out fields to maintain ahd to escalate itself in the securities market

We take great pride in our strong governance policies, robust internal control systems end effective stakeholder

communication.

Looking ahead, we envision strong growth n the coming decade as eg city penetration deepens and the nvestor landscape matures. We are poised to capitalije on- this trend, offering ease of access and simple yet comprehensive financial products to leverage growth opportunities.

DIVIDEND »>

The Board of Directors in their meeting held on 10th May, 2024 has recommended a final .dividend o-6% i.e 9s 0.60./-[Rupees Sixty Paisa Only} per Equity Share of face value of Rs.10/ each for the financial year 2023 24, aggregating to 9s.60,00.000 (Rupees Sixty Lakhs Onlyl The dividend payout is subject to approve; of Members at the ensuing Annual Go n-c ra^: M cm i ig ("AG M") of: h e Com pa ny.

TRANSFER TO RESERVES >»

Du r i n.g the yea r ti nder rev- ew. n o a nr cu n t wa s t ra ri sfe r^r ed to Ge n era I Rese rvc-

SUBSIDIARY/IES AND ASSOC1ATE/S »>

	f>1dQ T^*1 Rtamiej Lid.
W ©¦	\	r a , •	L
f indT™ SECURITIES LTD. 1 i	|— tFj ,ndo Thai Clr>bc Fin NF&C1 Ltd.	IhiDO THAI SECUTflTICS LTD.	f l^do Th&1 CommodltJM Pwl. Lid.
WJWy l_	J;7:g| I''smto Creen Hydrirgen Ltd.	L_	_M

Silk si filing ('':»ill pm licit Avsuciulc CumpaJiitrs

Indo Thai Realties Limited

: n r.o-rp b rate d on 1 Ma ro h, 2013 a i a Wh o I ly Cwr ori Su bs id i a r y Com pa ny &f I n ao Th ?. ¦ 5 ec u r it i es 1 i m ft e-d ¦ nd o T ha i Free. It i c | L m ted tias t''d^:d - ups.hd re-capital of Ps 7,97,87.000/-(Rupees Sever, Crbres Ninety-Seven Lakhs Eighty-Seven thousand only; indoThat Securities L imiteri has I0p%- Equity Shareholding in the Compsrvy''by investing Rs 7,97,07,000/- [Rupocs Seven Crores Ninety-Seven Lakhs Eighty-Seven I housand or-ly).

Mr Parasmaf-Dosh Mf Om PfafeaSfifipaufcib, Mr.Mayurfjtsje.ridfabha Parikhand Mr Dhanpal Doshi are hoiking office as

Directors Of the Company? Fur* he?-, Ms. Isha Me lit a has resigned from the post of Company Secretary w.c.f29^{r 1} Fobru ary 2024

tndo Thai Globe Firt (IFSC) Limited

incorporated on 20" February, 20-17 as a Wholly Owned Subsidiary Companycf mdo Thai Securities Lim, ted Indo Thai Globe F ¦'' (IFEC[ Jmited has a paid - up sham cartel of Rs. 1.25,00.000.-''- [Rupees One Crore Twenty-five Lakhs onl$ fndoThai Securities Limited has 10O% Equity Shareholding in the Company by investing Rs. 1,75,00.000/ Rupees One Cf or es Twenty-Fi ve La *hs on lyi. Mi D h a n pal Doshi, Mr. Sa r th Dosh r, Mr. Rajend ra Band i and M r. Su n i I Ku mar Soni a re ho Id i ng cfTi ce a s the Di rectors of; h o Com p a ny.

Femto Green Hydrogen Limited

incorporated on 23^:J December, 2021. a So bird i ary Company of mdo Thai Securities Limited, Fern to Green Hydroger?

I imrtect has a paid up share capita o- Rs,3,23,45,500/“ (RupeesThreeCroresTwenty Three £ ak^s Forty FiveTiveusand five Hundred Only; ^:ndo Thai! 5ecuri'' ies Limited has 56,&S9£ Equity Shareholding n the Company by investing Rs. 2,85.00,000/ (Rupees TWO C.rores Eighty-Five Lakhs only] Mr Dhanpd) Dnshi. Mr Pa re sms I Doshi Mr. Nan''dSn Vinaya-^so Kuriaetkar. Mrs. Sfjobha Santesh Choudh^y, Mr Prasad Kiran I haktrr are holding office as the Directors Df the Company, further, Mr, Albert John Allen has res gned from thedirectorsh p of the Company, w.e f 27 January, 2024 thereafter, the Bpard t;.''po nlcd Mr Ramesh Dharanm^fflhd Agrawal (DIN: ^lQ72l-fi!0) and M:r D nosh iar''chcl-r.DiN 00632349} as Add; t one'' Directors of me company w.e.f 12^: July, 2023.

Furthermore, due r.o the sudden death of one of the Director narneo Mr R a mesh Dlnatarfichand Agrawa (DIN. 01072320), his cessation shall be effective from the date of hisdemise.

Indo That Commodities Private Limited

An Associate Company of Indo Thar Secur Ues L united, being ir^orpfflfateo on 2V^: November, 200i hav rig paid - up share capita of Rs. 1,85 80.000/- (Rupees One Crore Eighty-Five Lakhs Eighty Thousand only), indo Thai Securities Limited has 40 CB''-fc Lciuity Shareholding in such Associate Company by investing Rs. 42,52.0GO/- (Ri..ooes Forty-Two Lakhs Fi^ty-Two Thousand only) Mr Patasirral Ddsh . Mr Dhanp3! Dosh ^fid MhiS^rthakDoshi are holdingofficea£th

During ''the year, the Board of Directors reviewed the affair''s of tKp subsidiaries) The Consolidated Fir-ante I Statements wi:L irionc''til sralenr-entofs^os diaries were prepared as per provisions o^f Sectio" ''20(31 and Other applicable provisions, ;f sny. of the Companies Act, 2013 anti biles made thereunder and in accordance with Indian Accounting Standard (tnd AS) 110 as issued by the Instituteof Chartered Accountantsof I''rtdia^which have been furnished uruder Note No. 44 to the Co?iso I i dated Fi n a nctal St ate me nts a nd for ms pa rt of t h i 5 A n n u a I Re po r t.

I n act ord since w- th Sect!on ISfi.of th e''GSrnpanies A$t. 2013, the a u d i ted f i r ta neia i staLe men tv i n c I u ti i -¹ of the Company and Audited Financial Statements of oae^f'' of its su btL diafl ea tog e the r w i th t ft e to- a Leo . n f or r n at i o n. a re a ¦,¦ a'' I a b I e o n L h a we b s i te c f yo u r Co m pa ny

¦ f-i_e f ¦-uncial performance of Subsidiary Companies 8 Associate Company as included in Loe conic ho a Led fmrmcial statements of ynur Company and K also set out in the prescribed format ''Form No, (ftojfM’is appended as "Annexure-A" to this Board''s Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL »>

A	1	k 1 Mr. Parasmal Doshi Ithan man cum WTPi
		2 Mr. Dhinpil Doih'' - (Managing Director)
		z Mr. Rajendrfc Bgrfld (Whol-e Tm* Director!
A		L
		T. Mr. Om Prakash Cuaba
	11 l . pj 4 J -4 Z1 0 411 M i'' n i" p	2. Mr, Sunii Kunw Seni
		3. Ms. Shobha Santosh Chaudhary
A		k
		1 Mr. Deepak Sharma (Chief Hrancu- Officer)
	KEY	2. Ms. Shruti 6 ksfvvar - ICo.Tipsny Secretav> c li n"
	MANAGERIAL	Compl anc''e Officer|
	PERSONNEL	3, Mr- Sarthak.pqshi - (chief Enecutly^.Officer)
		ft. Mr IMlihbl Doshl - IChi^FOperatiny Officer)

n comp-iiencewilh t fa rr- provibons of Sections 149 and 62 read w thi Schedule iVarrc all Other applicable provision''s or'' me Companies Act, 2015 and the Com pari foil (Appointment and Qualification ot D1 rectos) P,.:es. 201-4 (indud r.g any statutory modificaLion(s) or re-era-;:t moot Vhereof for t''-e time being in force) arid Regu.atio.n 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr, Om Prakash Cauba, ¦Mr. Sun I Kumar Soni, and Mrs. Shooha Santosh Cho.*dfwy were appointed as the Nor: Executive In-cepenaent Directors at che2S Annual General Meeting {ACM; of the Company he do- 28" September, 201 :Ho hold office for a term of 51 Five\ consecutive years from 20 "September, 2019 to ^September,202(ft,

ThetoriL.veof Mr Qm Praka^fijGauba, Mr. Sunil Kumar Soni^ttd Mrs, Shohha Choudhary, Independent; Directors, ts-going to expire on id" September, 2024 and i n Li''rms 0-f the provisions of Section 149-of Companies Act, 20 B and the Artieles-pf Association of the Company, the Board had, pursuant to the reco m m end at i or. of Nomination and Remuneration CcmmitLee and subject Eoapprovai of the shareholders at the ensuing AGM. approved the npuomtment of Mr. Amber Chaurasis (DlN:077297Q) and Mr, Dharmtendra Jain {OIM: 01221034) as an independent Directors and Mrs SwetaS-harma Pasta run jD N: 10753647) os a Women indepfendfifit Director of me company, for a ponod of five years ¦¦.v.e.f 20" Se pte m be r. 2024 to 19 th Septe m oe r, 2029.

Pursuant to clause fttia) of Rule 815; of Compan es (Accounts} Rules, 2014 the Board is of me opinion that the ndopendent Dirac tors -''.ppomted in theJOrh AGM confirm tot ha required integrity, exporioncoann expertise standards. I urto.er die Independent Directors nave included the r names in hedatai bank of Independent Directors maintained with the mdian institute of ^Corporate Affairs in terms of Section ISO ot the Act read with Ride F of the Com pa ¦¦lies (Appointment and Qualification of Directors) Rules. 20 i4.

Further Mr. Dhanpal Doshi (Managing Director; Mr. Par-asm a. Dosm (Whole-Time Director) ana Me Raicndra BancEi ; Whole Time Director = were re-appointed at the 29th ACM held on 23rd Saptecnkjor, 2023, tp hold office for a ter m of 3 (Three) consecutive year 5 out of which Mr. P.iMsma- Dps hi and Mr. Raja nd re Bondi nrg li^iolato retire by rotation

Mr, Deopak Sharma was appointed as Chief Financial Officer pursuant to provisions of Section 203 of Companies Act, 2013 and rules made thereunder W.e.f.Ath M.ay, 2014 as defined under Section 2(19) ofCompanieS Act, 2013 and falls under definition of "Key Manobfetral Personne''ottiie Companypursttefni to Section 2(51} of Companies Act. 2013

Pursuant io provisions r.ff Section 203 of Comps ri iesAct, 2013 and rules made thereunder and in adherence to Regulation 6(''( cf fiecu.''i.ics and .''xch;inge Bj&td of Inci a (L st.r.g ObliqM ,cns arid Disclosure RequirejnheritReg Marions 201S Ms. Shrutl Si ka rwe r was a ppo i nted a & the Co m pa ny Sac retary cum Com pliance Off i car of th e. Com pa ny i n the Boa ref Meeting ho''don Friday,02nd September,7037 to hoin officeVV.e t.03rd September.2023

Ml SaRhak Dosfli and Mr, Nish it Dos hi were- appointed a> Ch of Fxecunve Officer and Chier Operating Officer pf the coTipiany respectively pursuant Lo proviso of Section 203 of Cbmpafups Act, 2013 and rules made thereunder w.e.f. 02nd {February, 2024 as defined under Section 2(19) of Companies Act, 2013 and falls under definition of "Key Manage Personnel o f t he C o m pa ny pu r su ? o: to See tson 2 (b:) o f Com p a n res Ac t. 2013.

CHANCES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

There have been no changes in Board of Directors, although there nas been changes in Key Managerial Personnel of th e Com pa ny d u ri ng t ho yea r u npe r review.

ML Dhanpa¹ Doshi, MSnaging Dimctor cum C EO, rnsig ned from-the post of CEO on 02'' Februaryj 2024 Thereafter In the meeting heio on 02"'' February, 2024, the Board approved and appointed Mr. sarihak Dbshi as Chief Executive

Officer and Mr Nish ft Doshi as Chief Operating Officer

The tenure of Mr.,0m Pfakash Cauda. Mr. Sunil Kumar Son! and Ms. Shobha ChoudFary, ndependent Directors is gpih''g to expire on 1? Sept cm be^r, 2C24 and in terms of the provisions of Sootier’ 149 ot Companies Act, 2G13 and the Articles pf Assocvtlph of the Company, the Beard had, pursuant to toe recommendation of Nomination arid Remuneration CommiTcee and supieet :o approval of the shareholders at the ensuing ACM approved the appointment of Mr. Amber Chaurasia (DIN: 0772973} ahd Mr. Dharmenara 1 a in (DIN: 01221034} as Independent Directors and Mrs Sweta Shaima Pastaria (DIN; 10753047) ass Women independent Director ot :.he company for a per.cd offive years w.e.f 20 September. 2024 to 19'' Septemdot, 2023.

RETIREMENT BY ROTATfON

Ih accordance w''to the prov fiionsof Sectfdn Ib2 o¹ the Companies Act, 20i3 end in terms bf the Articles. o'' Association of The Company, Mr, Rawndra Bsndi (WhoteTim6 Director) (DIN: 000514 41) is tisbletoretire by rotetionand be^:r,g eligible seeks (i|i appolntrrj^nt at the ensu "g ACM Mr. i?ajcndra Bcndi is not distjuaiffied under Seetior'' ;G4(2) of the Com I a n i es Act. 2013 Boa rd of D i \ ec ttv s reco m rii e. ntis h i s re- a p po^: nt i r i e rit riith''feljest irite rest of th e Co nri ft a ny

The Notice convening fprtheomirT&j ACM frtdudes the proposa: for re-appointmierit of aforesaid Director. A brief resume of the Director omposon to be re-op pointed, nature pf his pen once n spec; tic functions and ijrea and number of listed com pa n''^.fn which he ho lds:.Mendbe f s}i p/Cha rnanslr o of Boe''d arid CommilLees, sfiarehoidings and i-Ter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Fnchange Board of India (List ^r,g Ofeffigations and D^closure ttequ.remenls.l f?egui!at ons, 2Glb and secretarial Standards on General Meetings (SS-2) are provided inthe''Annexure to the Notice of AG M'' form.ing part of the Ann us I Report.

FAM11IARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the natufe of industry and business. The details of FamiLaiizatio" Prcgirammc: arranged mr Independent Directors have been disclosed on the wi^jsite of thbpdrTfpa hybrid areavir able at the fatl owing link:

h ttbS:/AvWw.i nd othai .co. i n/wp - c Ontertt/u p I oads/2023/03/Detai Is-of- F a m i I ia riia tiatt- Rr og ra m mSs 2022-21. od f

DECLARATION BY FHE INDEPENDEN 1 DIRECTORS

The Company has rReived necessary declaration from each Independent Director under Section V»9.;7) of the Companies Act, 2C13. that he/shc meets mo criteria of the i^t:cpenGcncc loio oewn m Beet on 149(6} of 1 he Comparisr Act, 2013 along with Radiation 16ft} (b) anti Regulation 25 of the Secv ties and Exc-enge Board of India (List ng Obligations and DisclosureRcqui ^reme^r>ts) Regulations,2015

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company also plated the Coue of Conduct for independent Directors This Code is a guide to professional conduct for independent Directors. Adherence to these standards Py Independent Directors and fulfillment of their responsibilities in a profeis''onai and faithful manner wilt promote Confidence of the investment community, particularly m norf^r shareholders, regulato''&and Com pa hies in the institution of Independent Directors

https:/Vww indothai coin,''''win cantent/uploads/2QlB/Ofi/Codo of-Conduct far-1 ndepennent-Dimctors.pdf

ANNUAL EVALUATIONS

The Board of Directors has carried out an annual evaluation of the Committees, and of individual Directors pursuant to the provisions of the Companies Act, 20125 and the corporate governance requirements as proscribed by t.n-e Bocurines ,arv_i Exchange Board of India (Uattng Obligation sand Disclosure Requirements) Regulation. 2015

The performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs tram all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes information anti functioning, etc. as provided lay the Guioanee Note on Board Evaluation issued by the Securities and Exchange Boa''d df Indie on 05'' lrmuary.2017

The per for ms nee of the Co mmittees was evaluated by the Boa id after seeking inputs from the Committee Memoerson t ho b a s i s fef c r ito r j a = uch as t h c c o m pc:; 11 i o r, rJ co m m ittcos, effecti''d&n ess Df Copn m 11c e ni c c t¹ n g s o tc.

The Nomination rjnd Pc mu neat ion Committee reviewed the performance of inmvidL, a I Directors on the tins is of criteria sue ¦ as the corf bution of Lh-j individual director to the Boom and Conimitti&e meet ngs likeo-eiffeonesscn the ssues to ba discussed, m eaningtu- and constructive contribution and in puts in meetings, etc.

In ss^paraf: meeting of Independent Directors held on OS'' Match 2024, performance of Non-Independent Directors and the Board as ? whole was-eva :uatod.

DIRECTORS RESPONSIBILITY STATEMENT »>

To the best of knowledge and belief end according to the information and explanations obtained oy them, you.'' Directors make the following statements in terms of Section 134(3) (c}ot: ho Com par os Act, 2013 that:

- In the preparation of the Annual Accounts for the year ended 31'' March, 2024, the applicable Accounting Standards have been followed and there are no nrmLefiaideparturesfrom Lhe same:

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent sc-as tc g ive-a true and fg r view of t he state of affairs of the Company as on 31 March, 2024a nd of the profits dfthe Corn party for thieyear ended o^r’ mat date,

Tho Directors have taken pm oar and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 2UI3. for safeguarding Lhe assets of the Company and for prevent ng and detecting fraud and other irregularities;

¦ t he Dime tors have prepared the annual tie counts on a going concern basis;

The Directors have -aid down mterr.nl financia controls to oc fcliovvca by the Company and that such internal finghcid^d.ritrof s(i|re a ef e^t^^and o[j^t i''ng effectively; aj$f

- ^: tie Dijgctors h jve devised proper ^fetems tu ensure compliance with the provisions dT =11 applicable tiws and ^r.hiat s uch system s v-ve re a deq u 9 te a n d o pera b ng effec i; ive ly

NUMBER OF MEETINGS OF THE BOARD »>

4 (Fo u r) meetings of th e Boa rd Were h eid On t h e fo 11 owi ng dates du ring t he f i nanc Ial yea r 2023- 24:

i Tuesday. 23'' May. 2023.

li. Saturday, 05''August,2023;

ii- Saturday, 2S^:I October, 2023.

iv. Friday, 07 February, 2024

Details of suen meetings are prcv.ded in the Corporate Governance Repdrt^hichfdfhftSpartoflhtS report, n regards Lothe above stateo circulars the maximum interva os twee ri two meet mgs Is not more than 12Gdays.

AUDITORS >»

STATUTORY AUDITOR AND AUDITORS REPORT

Pursuant to the provisions o^!‘ Section .39 o'' the Companies Act, 2.015, Mfe SPAR K & Associates Chartered A^ountant? I. LP. ndore {Firm Registration No. 005311C,''CAQOBl'': were appointed ee the Statutory Auditor of the Company et 27 ACM he:don29“ Seutember,2021 till theconclu5ionofS2''" AGlvl.

The Report given by the Audrtor on the financial statement of the Comoriny ;s part of this Annua'' Report. The Aug it Pepor t d oes not conta i n any q u a! if i cat ion rese rvation, adver se rema rk or d reclaimer

SECRETARIAL AUDITOR 4 SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made t-ereunder, the Board ^V,3S appointed M,* Kaunhsl Anr.rta & Co. Company Secretaries,!ndorQjholdmg Certificate of Practice bearing Mo. 9103), to undertake the5ecrela^ria^ Audit of Lhe Cohnoany_

1 i-ieGccrctai fijf| Audit Report tor ine financial year ended 31" M.-firc h, 262.4 sannexed herewith marked aid''AnnexLire-B¹â€™ r. Form No, MR-3 and for ms an ntegral pert of this Report No: junlificshoris, reservations arid adverse re marks we re contained in mo Secretarial Audit Report.

Further, pursuant tc Rag.''.at ion ?4Aotthc Securities-Find f xchango Board cf Indio [Listing Obligations end Disclosure Regu rements) ReguJat uns, 2d IS, the Company has received die 5aeret.atial Audit ffleport from its materia subsidiary e. In do Thai Realties Limited ''or the i-nancialyeFirended.il March. 207e. No qualifications reservations and adverse remarks were contained in the Secretarial Audit Report of the material subsidiary

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances o* frauds Committed in the Company by its Officers or Employees to the Aud t Committee under Section 143(12) of the Com panies Act-; -2013; det atfs of which needs to be^^nt ioned i n the SiaB rd''s Repdft

PUBLIC DEPOSITS »>

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Corr,nani£>^r= Act, 2013 read together with the Companies ;Acceptance of Deposits) Rules, 2014 and therefore, there was no prir.c-pal Of interest outstanding as on thedate of the Balance Sheet.

CODE OF CONDUCT »>

In- compliance with Regulation 26(31 of the Securities and Lxchangc- Boaro of mdia (Listing Oblige t-ens and Disclosure Requirements; Regulations, 20''5. and the Companies Act, 2013 the Company ras teamed and adopted a Coce of Conduct [the "Code"). The Code is appl cable tc the Members of the Boaro. the 5eniof Management, Officers and E m p Icyees of t he Com pa ny. The Cede i s a va i I a bi e on t he fo 11 o wi n g i i n k

All the Member:; of the Ejbard, th e Senior Office rr= and E^:nrployces hove affirmed compliance to 1 teCode os

on 31 March; 2024 l^dara^brttti this effec^sigried by Manag ng Dilector, Forms part of the Annual Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT »>

Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under Regulation 34(2((e) of the Securities aⁿd Exchanger Beard or India (l isting Obligation?; ncr: Disclosure Requ remenS) Regulations, ?015 in presented m a separata section femning: part of this Annua! Report, and gives dele:I oT every¹ industry structure, developments performance and state of affairs of the.Connpany''s operationsduring theyear

INTERNAL FINANCIAL CONTROLS >»

Your Company bas put in p.-ate adequate infernal financial Controls with reference to the financial statements, Some of Wh i c h a re on t i i ns d b elow

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies [Accc-unb^q Standards) Pu^:es_r 2CQ6. that continue to apply under Section 153 and other applicable provisions, ^:f arty, oft.he Companies Act. 2013 read w^:m Rule 1 of t it e Comps: ifcjjjjj (Accounts) Rules, ^G|4, as amended from timetotinne.

Your Company always believed that a system of^rr.ct inte''if^al control, indud ng suitable mentoring procedures and transparency, is an irrpcviant factor mi Lite success and growth of any ojjjganizatfon, It also ensures trial financial and other r.eco rds are rieHabfo.fo r prepa ring .financial statements.

internal Audit Reports ano significant audit observations are brought .to the attention of the Audit Committee of the Company. The interna controls existing in the Company are considered to be adequate v-s-n vis the business requirements.

Your Company ensures adequacy, corrimensurau? wim is current sDe business, to ensure operational efficiency, protection a no conservation of resources, accuracy and promptness m financra- reporting and compliance of laws and ¦egcilatio''-s. h is supported by the nternal audit process and wi ce enlarged -.o be adequate with the growth in the business activity,

For more details on internal financial control system and their adequacy kindly refer Management Discussion and Analysis Report.

INTERNAL AUDITORS »>

I nf^r nal Audit fon he''ffih a nci 3l yea r 202 3-24 was conduced by M fs S P -n rh a n and Aiye r S Co., Charts fed Ac ecu n t.s nts. T h e idea behind conducting Internal Audi: :s to examine LbsL the Company s carrying out its tjperat^Jhs''effectively and performing the processes, procedures end functions as per die prescribed norms “he [interna Auditor reviewed the adequacy and offic iency of r.ne key ^Lcrnalcontrolsguidod by the Audit Conrmttoe.

The Company hasapoomTod M/sS Ram an and A yc-rS. Co.. Chartered Accountants, in the Board Mooting ncld on''lC May, 202''- r. aecu ruenee with the circulars issued by the Secur ties arid Exchange Board of India for conducting an ni.ei iSjj''l A ud i t o; Ctoc k Broking D epos itory P a rt i c. i pa rt Ope r at i o ns a nd Reg u I a tory C o m p I i a n ce Ay d it tor t he fin ano: a I yea r 2024-2S 1 :e purpose of: his Internal Aud L is to examine Lha¹ die processes arid procedures followed and the opera lions earned out by the Company meet with the requirements prescribed by SERI end Stock Exchange(s) for Depository Par Lie: pant/Trad ng Members/Cleanng Members;

LISTING & DEPOSITORY FEE »>

I he Company lias paid Annual Listing ¦ ee for the financial year 2024-25 to National Stock Exchange of India L mi Leu according to the prescribed nornnsS rcgulatons,

The company has paid annua! idling fee to R5E for meficanc-alyea- 2024-25 o|| receipt of nvoicq-from the same

Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Gent/bl Depository Services ! India) i m tec for thefinancial year 2024- 2.5.

ANNUAL RETURN »>

Pursuant to Section 92(3) arid Section 134 (3) (a) of the Companies Act 20’3, the Annual Retm n Match, 2024 is

available on the Company’s we bsfee and nnny bo accessed n::

https:/,Www. in dot h m .co. i nAv p - co n te ntAj P?oa d s/2 0 24/G3/M GT--7 - FY 74 ^,jV® bsite.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS »>

The details of loan''s, guarantees find inv^ments cove-fed under t$p provision''-- of Section lfiil at :he Companies Act. 2013 and rules made thc''c-under are shown oncer Note No G&7inthji notes to the ( maneiai Statements.

RELATED PARTY TRANSACTIONS »>

There were no materia ly Significant rented pa>ty transactions which tall Linear the scope of Section 138(1) ot :hc-Compa nies Act, 2013 i e. transactions of materia nature, with its promoters, directors Or senior manag^frient or ^L.h(vr relatives etc, that may have potential conflict with |fre interest ot the Company at large Transactions entered with related partitas dc''inod L-nder Section 2(75) of the Companies Act.20ii and prov sighs c^; toe Secur ties anc Exchange Board of indie (Listing Obligations and Disclosure Requirements] Regulations, 201S, during the financial year 202.3-24 were main"/in the ordinary course of business rand on an arm’s lengt.o oasis.

Prior approval of the Aunit Committee is obtained by me Company before enter ng into any related party transaction as per the applicable provisions of me Companies .Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements; Regulation^ 2015. As per the provisrons of Section 183 of the Companies Act. 20H. ayoroval of the Board of Directors is also obtained for entering into -elated party Ira nsact ens by the Company. A quarterly uoaate is also given to the Audit Committee and the Board of D rectors on thA Relate^ P^rty Transactions undertake-''": oytht Company for thc-r review and consideration

Dtjung the year, your Company has not entered into any material contract, arrangement or transaction with ¦ fiatc-a parties, as defined under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 20151 and Policy on Mate nakty o^: Relptod Party Transactions and Dealing w;tn Related Parry Transactions ot the Company, fhe detfols with respect to thjp related party transactions are mentioned in the notes to the audited (standalone) financin'' statements

There were no transactions during me year under review, that are required to be reported in Form AOC-2 and such Form AOC-2 is given as “Anne*ure -C” in this Board Report

The Policy on Materiality ot Related PaTransactions and Dealing with Related Party Transactidns, as approved by the Board, ,5 available on me Compa-''yt. website and can be accessed at

! ¦ ttos: //www i 11 do t \ i&i.co.in/wa-contei i tAjpi o ads/2021/07/ Pol iev-o n-R ela led-P arty -1 r j n aaetidhs 5 u 062021.pdf

- • ¦ ^{1 4}

RISK MANAGEMENT »>

Risk s an ntegral part of bus ness and your Company is committed to managing the risks in a proactive ard eft^;c enr rr''ianhef. Vour Company periodically assesses riiks in the internal snd external environment ._i oruj with the cost of treating risks and incorporates risk treatment plans h its strategy business and ope rational plans.

The Company''s operations are prone to general rislki associated with economic conditions, chsnge in Government regulations,tax regimes, other statutes, financial r sks ann capital ma rket - uctuat cns.

Vour Company has taken Brokers Indemnity insurance Pokey Tor Excbange(s) in order to cove¹ the risk arising from operations. Additionally, the assets of the Company have a^o been insured under different kirttfe of separate policies i.e Standard Fire ar.es Speciar Pedis Policy, Electronic Equipment insurance, Vehicle insurance Pokey. Company has also taken Keyman insurance PdliCyfiesj m order to avoid targe negative impact ?nttieComioar''y''sopeiatiuRs due tc sudden InssdfKeymenomheCompany.

The Board of Directors of pa ny has formed a Risk Management Committee to fra rrve implement and monitor

the rii. management plan fort ho Com pah y, 1''he Committee is ^rc sponsible ifo''reviewing the nsk management plan <-nd ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The mo jar nsks identified by the- businesses and functions are systerna-.icni.y addressed th mug h mitigating act ion s on r. continual basis. Further riskfactors are set out in Management Discussion and Analysis Report which is forming part of this Annua’ Report

Par "he- development ana mpleme''ntatldn of risk plan the Bonro has framed a isk Manrigc. Tieⁿt. n_D my whirm nay be ac ce ssed o n t he Co m pany''s wefcrsi te.

h l: ps;//www; rndot ha i .cg.l n/w p - co r-, ce nt/b pjqad $/2022/l O/Risk- Ma ha gement- Pol i cy. pdf

CORPORATE SOCIAL RESPONSIBILITY ("CSR") &

CSR INITIATIVES »>

The Company has constituted Corporate Social Responsibly Corrtbiittee ^ndei tea Cha-manshio ot "-Ir. Parasmal Doshi, Whole t: me Olrec tor of me Company-'' n o.^rde^r to conduct and review Corporate-Social Respcnsio !ry aqtivlttgs in a prodent me oner

The brie^f outline of the Corporate Social Responsibility policy of the Company, initiatives unde’taken by tne Company on CSR activities during the year cog det-i is regarding : ho CSR Qfnrrmrttfre arc? sot cut n “Annoxure-D" of this ooort as " Ann u a! Repo rt on CS R Aetlvit res”.

Po:ieyipan be accessed on theCdrh''part/^ website at the (ink;

https: //wwW. I n d ? t ha i .c ?. i n/wd -c ? nte nt/u pi ? a ds/201 B/QG/C orpo ra te-Soc i ai - ftespo ns i bi I itv- Pol i cv.pdf

As ,in integral carta? society, you^r company consdcrs socisr rosoonsuvlity as an integral pert of its business activities and endeavor to utilise allowable CSR budget for the benefit of society The CSR Committee confirms that the implementation nno monitor ng of CSR Pol c.y, s in compliance with CSR objectives and policy of the Company. For n d etafled report on GSR pieese refer to" Annexure- D" to th -s Bo a rd Re po^r t.

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY »>

the Board has adopted Vig-I Mbch.arffijim/Whist!e Blower Policy pursuant to the provisens of Section 1/7fy) of tFie Compgn es Act ?ci~. read with the Companies (Mopt.ngs of Ftparer and its Ppvwrsl Rules, 20H end Regulation 22 of thia Securities and Exchange Board of Tidio (Listing Obi gations arid Disclosure ReouuementsJ Reyu Elions, 2QIS. f he policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behavior, actual cr suspected fraud or violation of the Code of conduct or leg::-: or regulatory requirements incorrect or misrepresentation of any financial statements and have been outiinec incorporate Governance Report wh ch forms part of Thrs Annual Report. The polrcy provides for adequate safeguards against vi c ti m izati o n of e mployees a nd D i rectors oft h e Com pa ny.

The Vig i. M ec h'' a n i sm/W h i st I e 3! owe r Policy majMse a ccessed on the Com pa ny s website at Ih e i n k: htt ds:/Ajvww. i n d ? L ha i ,co. i n/w d -c o n te nt/u olo ads/2Ql B/QGA/ig i I -M ec h anis m - Po I lev CfG.G5-20] 7.pdf

NOMINATION AND REMUNERATION POLICY »>

Pursuant to the provisionSection 176 gf the Companies Act 2ffl3 and m comply nee of Regulation 19 of the Securities rJ Pegu otions, 2G15, the Company nas formulated the Nominal on and i$em Liberation Policy fiai Directors. Key Manageiial Personnel and Employees of the Company in oroor to pay o-qu itable remuneration to Directors. KMPs and ether Employees of me Company, fhe composition of Nomination ahd Remuneration Committee has been given under Corporate Governance Report forming oert of thrs Annus i Report and Policy on Remuneration of Directors, Key Managerial Personnel and Other Employees'' has been stated in "Annexure-E" set out to oe part of Board''s Report.

l he policy can also oo accessed on the Company'':; Website at the I r-k.

hllps://www.ir.dothai.co.rn/''wo confcnt/Linioads/2Q2l/08:''Rt^licv of-RemuhBration for Directors KMP-and-Other employees. .21 OB 2Q19.pdf

POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS »>

Your Company has formulated a policy on Preservation of Documents and Records :so provides for the author ty under which thod^posal/dcstrL.CTicnofoocumentsand records after the r m nirSj^Linn retention period car-- be earned cut.

Th o sa id po| ¦ cy i ^ avu iI a b I o o n t ho webs to of t h e Co nr, p a ny a 11 h c l n k:

https/jWw.indothal.co.ihAvp-contect/up''toads^01B/06/Polir- Prgse rvation-of -Docs .pdf

POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION »>

Pursuant to Regulation 30 cf the Securities and Exchange Board of Jnd a ll.istinq Obligations and Disclosure Requirements) Regulations, 2015, the Policy on Determination of Materiality has been adopted by the Board to determine the events and i^tbrnnat''On which arc material n nature and arc required to do disclosed to the concerned Stock Exchanges.

I l ie said rjblicy i; available on the W6?t>s Leof the Company at the lihk:

httpsi/Awwv.indothai.ca.in/wp-content/uploads/2023/04/Policv-for Determination-of-M3terialitv_Updated.pdf

MATERIAL SUBSIDIARY POLICY »>

In accordance ¦-vi''.h therequ reme-r.is dfRegU atlitti 16(!}{c) and Regulation 24 of the Securities and Exchange Board qf India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy for Determining Materia! Subsidiaries.

T he sa m c- nas bee n h osted o n t he we bsitc of t h e Com pa ny at th e i n k:

hit ds: feww.i n d ot ha i ,c ?. i n A/vo - co nts nt/u o-l oads/2019/05/PolicV''t? r-- M ateri ah Subs id i a rv 15.05.2Q19. pdf

CODE FOR PROHIBITION OF INSIDER TRADING »>

Your Company has in place a Code for Prohibition of msider Trading, under the Securities and Exchange Board of India I ^ro! nb''Ton of insider hading) Regulations. 201b, winch fays down ¦.fie process .of trading in securities of the Company by the employees, designated persons and collected persons and to regulate, monitor and report trading by such emp''c-yees and connected persons of t he Company e ther on his/her own bc-naif or on behalf of any cthc.'' porsen, on the basis of unpublished price sensitive information The Company reviews the policy on need basis,

The Code far Proh''ljitione-f-nsider Trading is available on the website pf tbeCbmpanyat the I nk

h tl&s:/AAtww.i hd otha i ,cb. i n/wc-cont&nt/u p I oada/2019/04/Codfe-for - P rdh i bition - of-1 hs i d er-Tradi no. pd f

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION »>

Pursuant lobulation Si¹: of the Securities and Exchange Board of India (P''uhibiiion of insider Trading) Regulations, 2015, Company mis a Code oi Practices amd Priced _L.n?s for Fair Disclosure of Unpunished Price Sensitive Information, with view La tav cicw" practices procedure; for fair disclosure of unpublished puce sensitive njfymation through

5DD software that cqu Id impact pries discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information * available on me website of t h e Conn pa ny at: he i i n k:

ht:rrrj''.hm.indathai,co.:r,p.comont/¦_,uIcads/202ii/Ofi/Code¦ cf Pract i c os and Procedures for Fair DiscosurG-o'' . Lino ubl ished -Priee-Sensitive-l nform at i on .pdf

Your Com nany aso conPLictsir.-housetra ring orogra-ns to develop leadership ns well as functional papabilitieS in order tome''el future talent re^yitepents and ^fjknhanfce business operations .nduMrial felattdnsyrereoDrdi^thro.Ugho^ ttig year To ensure that the employees arc- at their oroductive best, we continue to work on simplifying the internal profiles throug h col f aborati ve efforts with ||*r workfo rce.

MATERIAL CHANGES »>

Material Changes during the financial year 2023-24 :

Tne Company hart undertaken to divert 37,929 (Pi Tty-one Thousand Kino I hundred Twenty Nine] Rquuy Shares of jRs, ''60/- (RupeesOne Hundred Sixty Gmy) per siare, amounting to f>s. SI, 0 8.640/-(ft upee;; f iffy-One LaHhs Eight Thousand Six Hundred Forty Only) in thestiarecapitaiof (?emigos Money India Private Limited, on 28th Marcth, 2024.

Materia! Changes after the end of financial year 2023-24 :

I tie Com pa ny as issu^j 9_rSQ/jTl9! (Nine Lakh feightyl ^r’ousand I hree H undr-od and Nineteen) warrants convertib.e into Equity'' Shares of the company of Rupees 376/- (Rupees tftjee Hundred and Seventy-Six Only) per warrant amputating to Rupees 36,05,99,944./ | Rupees Thirty-Six Chore Eighty-! ivr: Lakh Ninety Nine Thousand Nine Hundred and Forty-imur

0 n1y) onep refe re ntbl basis.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES»>

1 he ratio- of remuneration of each Director to the median of employees remuneration as per section 197(12) of the Companies Act, 2013, read Wtn Pu-e5(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms pa M. of the E3oa rd''s Reocrt under “AnneHure-F” as Median Remuneration.

In ternrs ot the provsions of Section 197(12) of tno Act read with Rules 3(2) and 5(3) cf the Companies (Appointment 3 Remuneration of Managerial Personnel} Pules, 2014. the list o'' Live top 10 employees in temps of remuneration To mis part csfttae Board''* Report under “Anncxure-F"*

CORPORATE GOVERNANCE >»

Your Company''s Corporate Governance Practices arc a reflection of the va ue system, encompassing culture, ponces and relationships with it? stakeholders integrity anti 1 ransparency.are key to feorporate Governance Pract^rces to ensure that tne Compsrry gam ana retain the trust cf its staKchofccrs at all times. Your Company is committed for mghest standard of Corporate Governance i" adherence of the Securities and Exchange Board of India (Listing Obi gat ions and Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 34(3: reset with Schedule V ot the Secur.ties and Exchange Beard of India (Listing Obligations and Disclosure:Requirements) Regulations,2015 with the Stock Exchanges, a Report on Corporate Governance forms an ntpgra¹ part ot this annual report. A ''Certificate'' from M/s Kaushar Ameta & Co. Practicing Company Secretary, com rm-ng com pi-a nee by the Company of the cond-hons of Corporate Governance as stipulated in Regulation 34(3) of the Securities and Fx-nanga Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed as ^LlAnne.xure-G^ilto1.nis Beard''s Report.

The no tails pf E x ec uti vc D reCt o r, 1 a ble tp re ''.''ire by rctv.ionar o na a d e pa r7. 1 n t h e An nex u re to N oti c c of 30‘" AG M undr/ Brief Profile of Directors seeking Re-Appointment as required under Regulation 36 of th£ Securities and |xchange Ro a rd of ¦ n d 1 a 11 st r.g O bl 1 gat 1 oh,£ and Dir_nc I os u re R «q u i rc5 m.e nts| Regulations 7 015,

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO »>

Being a Broking Company, we arc not involved in any industrial or manufacturing activities and therefore, the Company''s activities involve very low energy concur si pi (on and hove no particulars to repod regarding (conservation of e n e rg y a n d to c n no :c gy a b s orpt ion. I I owe ver, of m rts a re made to fu rther redci c&ehe rgy con-su m pt 1 o n.

There has beer. no (simmgs and outgo inf-reign exchange during the fingncia yaar2023 24,

The intoimatior, or, con^rva$0.npf energy, technology absorption and foreign exchange earnings and outgo.stipulated under Section K54(3)(m) pf the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 ;s annexed h erewit hand forms p a rt of t h i s Re po rt as “Annexure - H"\

ARCHIVAL POLICY »>

The Company haiformqfatfia a policy fo* archival.-ofits records under Regulations of the Secor ties and Exchange Board c" India ¦! luting Ob!-gallons and DisciG&ur''tt Requ remonts) Regulat.-ions, 2Cl£].. The policy deals with the retention and archival of corporate retbjds of the Company and all its subsidiaries Hie policy provides guidelines for archiving of po r porate records a n d d ecu m e nt s as statutori I y rsq u i re d by t h 9 Co m pa n y.

The Archive i Policy isavn Table on the website of the Company at the link:

hti i >s /:« indothai.co i [ -./v./p.-<;o.i i ce- rt j _f-.;o a d s/2 01 tVO 6/A.rc h i va I - Policy.. 07TI20lS.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE »>

Your Company has zero tolerance policy in case of Sexu.a harEissment at workplace and isconr,msited lo provide a healthy environment to each and every employee of the Company The Company has in piece Policy against Sexual Harassment ? I Women at Workplace in line with the requirements of Sexual '' iarassment of Women at Workplace (Prevention, Prohibition a Redressel) Act. 2013 (hereinafter referred as the "said Act") and rules made there under. As per the provisions of Section 4 of mo said Act, the Eoarri ot Directors has constituted the ntornal Complaints CommitT-ee ("ICC") at the Registered Office and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender d-schmination and sexual harassment at workolace

During the year under ''eview. there were no such incidents reported in relation to Sexual --larassmenT or Wcrr-.en ;jt Workplace (Prevention, Prohibition & Pedressal) Act, 2013.

Vour Company has also organized workshops and awareness programmers at mg_jar intervals ^_or sensit.zing the employees with the provisions of the Act and orientation programmes fo^r the Members of the iCC in ''he manner prescribed rntho said Act.

The updated policyagainst Sexual Harassment of Wo men at Work pi .ace is available on the website of the Company at the link:

https://www iridcL''’ai.co.m/wD conLo^r'':/uDloads/2022:T0/Rolicv- Against - Sex up liar n-ismenL- of- Women -at-workplace pdf

AUDIT COMMITTEE »>

Pursuant to the provisions of Section V77 of the Companies Act, 2013 and Regulation IB of the Securities and Exchange Board of India (Listing Obligations ana Disclosure Requirements) Re gu Sat ions. 20b>, your Company has formed the Audit Committee under the Chairmanship of Mr Qm Prakash Gauba subject to the appointment of new independent Director. I''he composition of Audit Committee has been stated under Corporate Governance RcporL ano forms an integral part of report.

All recommendations made by the Audit Committee were accepted by the Board The roieo^f''t he Committee is to provide oversight oft he financial roper ting process, the audit process, the system of internal contro-s and compliance wito laws AllpoSL Me¹neasdreSareteken by theCommULeetoehsuretheobjecLivityandindeperitiencec/ndeoendeni Auditor l-

HUMAN RESOURCE >»

Attracting, enabling ano retaining talent have been the cornerstone of the Human Resource function and the results undo*score the inr-ponanl roic- that humnn capital plays in critical strategic activities such as growth. A robust Talent Acquisri on system e"ebles the Company to balance -.jrpredictable business demands with a predictable resource supplythrough organic und inorganiegrowm

Your Company firmly be ieves tnat employees are the most valuable assets and key players of business success and susta ned growth. Gnlyvyfth their participation we rrsna^e to achieve a healthy work culture, transparency n working, fair business practices and cession for efficiency Th os, development of human resources stall levels h taken on priority t''4 upgraoe knowledge arc skills of employees^nd sensitive them- towards proawclivi’.y, go;: ity,cost reduction, safely and -environment protection The Com.pony''s ult mete objective is to create e strong end consistent teem of employees wherein each link n the resource chain is as strong s-is me other. In viewer this, various employee benefits, rep real: on a and tea nn b u i I d i ng p ro g ram s a re con d u cted to eoha nee e m p I oyee s kii is, mo Wat i o n as a iso to foster tea m spirit

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNAL »>

During the financial year 2023-24. The Company has received the Order under Section 73 of Chapter V of Finance Act,1?94 from office or “ho Assistant r.onr-nvss''.onerctCCST & Centra! Excise Dwisron V. in do re? on account of Recovery of service tax not levied or paid or short-levied or short paid or erroneously refunded ^for the period 2000-2001,2001-2002, 200?- 2003 and 2003-2004, Sermon 7S of Chapter Vd Finance Ac: 3494 amounting to Rs.2_rB7,5B4 end Interest & penalty ofR5.43,4S,8Sl thereon in above connection

GENERAL »>

Ot he r d iselosu res re I ate d to fi n aocia I yea r 2023-24:

A. Your Company does not have any Employee Stock Option Scheme & Emoicyce Stock Purchase Scheme for ts E m pieyees/D i recto rs.

B. You r Company has not issued shares with differential rig hts as to drvidend, voting or otherwise.

C. Ne ther the Managing Director nor the Whole-Urns Director is.) of the Company received any remuneration or commission from any of the 5ubs>biaric5of your Company.

D''. The applicable Secretarial Standards, i.e. SS-1 and £5-2, relating to ''Meetings of Board of Directors'' and ''General Meet rigs'' respectively, have been d.u|y compiled by yrw Company.

L Vour comuany has not made any application nor any proceeding i pending unde'' - ''’solvency and bankruptcy Code

2016.

T Your oorroany has not obtained One time sett I cm Hint from the Bangor I- nan: lal Inst tul''.cn

GREEN INITIATIVE >»

Liectronic cop es of the Annua Report 2U2;-24 urru the Notice of 30 ACM are sent to a memoers whose email add resses a re reg iste red wi f h th e Com pa ny/depos ito ry pa rt icl p a nts (s). Fo r m e m be rs who nave not sreg iste red toe i r ema i I addresses, were provided an opportunity to reg ister the same. We strong !y promote toe purpose ana mtcnLior. behind Green initiative and accord (mg|f the required processes and efforts nave been made to encourage tha-shereftbirder&tci get their email addresses registered, so that A/fntiaJ Reports, Notices and all otnor cor,corned ur''ormation can bo received by them.

APPRECIATIONS & ACKNOWLEDGEMENTS »>

Ynur Directors wish to place on record tin-- r gratitude to Share holders for the confidence reposed by Them and thank all the'' Clients, Deaers. Banks and oLhc-r business associates for their ccntribu! .on to your Company''s growth; I''he Directors also wish to express their appreciation for the efficient and loyal services rendered by eaph and every employee, without wh ose wh ole h c-a - t.cri eftor t s. th c ovo ra 11 s a t i sfa r. to ry ph rfc r m a nee wou ''id noth eve o a on po s s i b I c

Your Board ex praises its gratitude for the assistance and go- oporat.-.on extended by SJEG^ BSF, NST. Mftf CD 51. N£D: MCX, YCDbX, RBI, ^WCA. Central Government .^:,nd Government o'' varb-s States and other fieyula''.o''y Authorities including bocal Governing Bodies. You'' Board appreciates the pfpdolis support provided by the-Auditors, l.a$yjfers and Co^1-1 s-j I La n Is. 111 e Co n 1 pa ny wl I m a ke eve ry ef for t to meet the asp: rations of its Shareholders.

Place: Indore By order of the Board pf Directors

Date: OS''" September, 2024 Sndo Thai Securities Limited

Parasmal DoShf

(Chairman cum Whole-Time Director)

Dip COOS14SO

---

Mar 31, 2023

Your Directors take great pleasure in presenting the 29 Annual Repdrl of INDO THAI SECURITIES LIMITED {the "Comp-nny¹'') along with the Audited Financial Statements for the financial year ended 31 March,

COMPANY OVERVIEW

Ybur Company has been nfforing serves to corporate clients. high not worth individuals and retail investors since its inception, r tie Company is rendering broking and cl eating services in the Capital & Dei rva Lives Seng men ts being a Member of National Stock Exchange of India Limited ("NSF"), Rombay Stock Exchange L thrilled (“RSF’¹], Metropolitan Stock Exchange of India ! united (“MSEI"], Multi Commodrly Exchange of India t limited ("MOC] and National Commodity & Derivatives Exchange Limited ("NCDfJC) and Depository Participant of Central Depository Services {indie) Limited ("CDS! "). The Company is rendering mutual funds services by being member of Association of Mutual Funds m lndia(AMt^:l) and has helped traditional bavers Inhibition to mutual funds, and build wealth by encouraging a longterm, object ivc i n vest me n t process a id ed by t hei r u n rq uc g u ida nee a nd i nsig hts.

Co nsideri ng ou r diversi f ied base of custome rs and h i gh |y t alenf ed wor kforoe, we are erne rgi ng as a growing Co rmpa ny in the field of Securities Market. Indo Thai Securities Limited is the flagship Company oMndo Thai* group, which has its Reg iste rod Off i ce at I ndore

FINANCIAL HIGHLIGHTS

T he f i na noa I per form a nee of the Com pany for Lhe f ina nc i a I year ended SI" Ma rch_r 202li i s su m rnau ied below:

	Standalone		Consolidated
Particulars		[Figures as per IND AS)
	2022-23	2021-22	2022 23
a. Total Revenue from Operations ................................................ ....... .. . i . . .	768,59	1985.16 ... J .................. .	755.94	1975.50
b. Other Income	14.70	1005	66.80	4Z53
c.Total Income	703.29	1995.20	822,74	2018.03
d. Total Expenditure	1506.56	803.47	1713.14	903,63
o. Profit/) Loss) before exception al items & tax	(723J27)	1191.73	(890.40)	1114-40
f. Exceptional Items	0.00	0.00	0.00	0.00
g. P rof it/(Do5s} before tax	(723-27)	T191.73	(890.40)	1114.40
h. Provision for income Tax
Current Tax	-	194.64	Z59	194.65
Deferred Tax 1 *	(142.02)	(4322) ¦ - .-j - .---... ..........---- 1040-31	(18333)	(46.99)
- ---- “ - 1-------! .-f. - — - -----* - * - fr- - - - ... .^ af----- - .L - ~ - i. Prof it/(Loss) for the period from continuing operations	(500.45)		. . i . . _ . m * .-f - - - -r - ¦ (709.66) ¦ i j . ........ ¦¦•¦¦¦¦¦. « i	966.74
j. One time impact on Tax Expenses (current & deferred) due to				_
change in tax rate			..... J
k. Profit /(Loss) for the period	(580.45)	1040-31	(709.66)	966.74
1. Other Comprehensive Income (Net of tax)	(056)	r ........ i r ! (0.20)	(056)	(0.28)
m Total comprehensive Income	(581.02)	104003	(71530)	967.54
n. Paid up Equity Share Capital	1000	1000	lOOO	1000
o. Earnings Per Share [Amount In Rs.)	(5.80)	10-40	(7.10)	9-67

COMPANY''S PERFORMANCE

Standalone Performance

The roual revenue (including sale of shares) wps reported at Rs.7R3 29 La khsaft gainst Rs,te9S.20 Lakhs in previous year The Loss incurred during the year was Rs. 773.77 Lakhs and loss after Tax was Rs. 530.45 l.akhs. The Earning per Share f"bPS"} was at Re. (5.80) for lf>d financial year 2022-23.

Consolidated Performance

Dur ing t he f i n ancia I year under review,on a consoli dated basis, the totaI revenue finduding sa in of shares) was Rs.. 822.74 Lakhs as ay a i nsl F7 s. 2018.03 Lakhsinthe previ ous yea r. I he loss for Lhe yea r was Rs. 890.40 La khs a nd lit at ? fier Tax was Rs. 709.6fj Lakhs. Tito Earning perShare was at Rs. (7.10) tor r he financiaI year 2077-73.

FUTURE PROSPECTS

The Company is of the view that there is no spade tor stagnancy in this fast-growing economy Moreover, the Company deals in securities market, being oneof the most fluctuating yet lucrative business sector. Indo Thai Securities Limited has always believed that for the purpose of growth, diversification and expansion are must.

rhe Company is tu rt hor explm inig va rious fte Ids to mai nta in and to esta lateitsetf in thpsecurities mar keL

DIVIDEND

The ttoard of Directors in their mooting held on 05''^h August, 2073 has recommended a final dividend (36% i.e. Ro.0.60(60 Paisa]/ per Equity Share of face value of Fis.lO/ each for Lhe financial year 2022-23, aggregating to fe 80 Lakhs. The dividend payputfs su bject to approve I of Mem bers atthe ensuing Annual General Meeting ("AC M¹*) of the Company,

TRANSFER TO RESERVES

During the year under review, no amount was transferred to General Reserve

Indo Thai Realties Limited

incorporated on 1“ March, 2013 as a Wholly Owned Subsidiary Company of indo Thai Securities Limited, indo Thai Realties Limited has paid - up sha re Capital of Rs 7;97,97,000/- {Rupees Seven Crnres Ninety-Seven j akhsFighty-Seven Thousand only), indo Thai Securities Limited has 100% Equity Sh a reholding in the Company by investing 17s. 7,97,87,000/- {RupensSevenCroresNintySovoniakhsFighty Sove n Thousand on iy).

Mr Parasmel Doshi, Mr Om Praknsh Cauba, Mr. Mayor Rejendrabhei Parikhand Mr. Dhanpal Doehi are holding office as Directors of the Company and Ms. Isha Mehta has been appointed as Company Secretary of the Company w.o.fOT September. 2022

Undo Thai Globe Fin (IFSC) Limited

Incof porated on 20¹''¹ Febrtiary, 2017 asawtlolly Owned Stibsidiary Company of Indo Thai Secu rities Limited, indo Thai Globe Fin (IF5C| Limiljed has a paid up share capital of Rs_ 1,75,00,000/ (Rupees One Crore Twenty Five Lakhs only). Indo T hai Securities Limited has !00% Equity Shareholding in the Company by investing 17s. 1,25,00.000/- (Fiupees One CroresTwenty Five Lakhs only). Mr.Dhanpal Doshi, Mr.SarthakPoshi, Mr. Rajendra BandiandMr. Sunil KdmatSoni am h raiding office as the Directors of the Company.

Femto Creon Hydrogen Limited

incorporated on 23''" December, 2021, a Subsidiary Company of indo Thai Securities Limited. Femto Green Hydrogen Limited base paid - up share capital of R&S6.7S.OOO/- {Rupees Fifty Five Lakhs and Seventy Five''I housand only). Indo Thai Securities Limited has 50.06% Equity Shareholding in the Company by investing Rs. 2,05,00,000/ IRupecsTwo Crores Eighty Five Lakhs only).Mr. Dbanpaf Doshi. Mr. Parasmel Dosiii. Mr. Nandah Vinayakrau Kundetkar, Ms. Shobha Santosh Choudhary, Mr. Prasad Krran Thakur and Mr. Albert lohn Allen are holding office as the Directors of the Company.

Indo Thai Commodities Private Limited

An Associate Company oF Indo Thai Securities Limited, being incorporated on 21* November, 2003 having paid - up .share capital of Rs. 1,65,80,000/ (Rupees One Crore Erghty Five Lakhs Fighty Thousand only}. Indo Thai Securities Lrmited has 40.05% Equity SharehoFtJing in such Associate Company by investing Rs. 42.52,000/ [Rupees Forty two L^khs F i fty-Two Thousa nd on |y}, M r. Parasma I Doshi, M r. Dh anpal Doshr a nd M r. Sart h ak Dosh i are hoi di ng off ice as t he Di rectors of Lh e Com pany.

During the year, the Roard of Directors reviewed the affairs of the subsidiaries The Consolidated Frnancial Statements wit f i fi na nc i a I stateme n t of su bsid ia r ies we re p r e pa rod as per provisions of Sectior i 129{3) a nd other a ppFicab Fe prov isio ns. it any, of The Companies Act, 2013 and rules made thereunder and in accordance with Indian Accounting Standard (Ind AS} 1 TO as issued by the Institute of Chartered Accountants of India, which have been furnished under Note No. 44 to the Consolidated Financial Statements arid fcrmsipart of this Annual Report

i r i acco r dance witl l Settlor 1136 of E f io Oom parties Act, 2013, t \ ie audi led f I ny ncia I statements, i ncl u ding Li ie consol id a led Financial statements and related information of the Company and Audited Financial Statements of each of its subsidise ies together with the related in for tn ation, am available on Lite website of your Company.

The financial performance of Subsidiary Companies fi, Assr>ci&te Company as included in the consofidaled financial statements of you r Com pa ny a nd is also set out i n the pr esc ribed fo rm at ''Form No. AOC-1" is a p pen dod as "Annexure-A" to this Board''s Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

1 n com pi i a nee wit h t h e p revisions of Sections 149 arid 15? nead w it h Schedt j I-ft 1V a nd all ot he r a p pi icabfo pf ovisio ns of the Companies Act, 2015 and the -Companies [Appointment and Qualification of Drrectors) Pules, 2014- (including any statutory mod if icat.ionjs) or re-enactment thereof for the hme being in force} and Regulation 17(1} of the Securities and Exchange Boatd of Indla (Usti n g Obiigations and Disclosure Requirements} Regulalions, 2015, Mr. Om Prakash Gauba, Mr. Sunil Kumar Som, and Mrs. Shobha Santosh Choudhary were appointed as the Non-Executive independent Directors a£fhe 25^th AiinualCcneFal Mooting (AGM)§f the Company heklwt''28*^t> September, 2019 to hold office for a term PF5( F We) co r tsecu t i ve yea r s fro m 2ff^l: Septern ber. 2 019 to I9¹¹'' Septem ber. 2024.

Pursuant to clause (ilia) of Rule 8(5| of Companies (Accounts) Rules, 2014, the Board is of the opinion that the Independent Directors appointed in the 25jth ACM: confirm to the reqtjrred integrity, experience end expertise sla nd ards. I n ? ccord ? n ce wi Lh the R u I e 6 of Com pa nies (Ap poi n time n L on d Qu ? li T icat ion of D i rectors) f-1 fth A m e rid men t RuEes, 2019, Mr Om Prakash Gauba, Mr. Sunil Kumar Snni and Mrs. Shobha Santosh Choudhary are exempted from appearing for the online proficiency self-assessment test conducted by the Institute under Section 150(1} of the Com parries Act, 2 013,

The tenure of Mr. Dhanpal Doshi, Managing Director cum CEO, Mr. Parasma! Doshi,Wholc Time Director and Mr, Rajentlra Bandi, Whole lime Director is going to expire on 19th September, 2023 and in terms of the provisions of Sect ion 196,197 and 203of Companies Act, 2013 and the Articles of Association of the Company, the Board had, based on the recommendation of Nomination and Remuneration Committee _rre-appointed them at their meeting lie Id on 05th August.2023

Further Mr. Dhanpni Doshi (Managing Director cum CEO), Mr. parasmal Doshi (Whole-Time Director - Finance] and Mr. R aj e nd ra Ba nd r f W hole Ti me Di rector ) wore tea p pointed at. t he 29"^L AG M he Id o n 23"'' Sc ptc mbcr_r 2023, to hoi d off i ce for a ter Hi of 3 (Th r ee) eonsetu t i ve years ou t ofw h it \ i M r .Ra r asmal Dosh i and M r Rajendr a Ban di a re lia bie to r eti r e by r otat i a r t.

Mr. Deepsk Sharma was appointed as Chief Financial Officer pursuant to provisions of Section 203 of Companies Act, 2013 and rules made thereu ncterWLe;f. 9* May, 2014 as defined under Section ?P9} of Com panics Act, 2013 arid faffs under d e f i n i iron of ““Key M anage r ia I Personne I" of t he Compa ny pu rsu an t to Section 2 (51) of Com pannes Act 2013.

P u rsua n t to p revision s of Sec U ? n 203 o f Com ponies Act, 2013 and rules m ade t hereu n de r and i n ad herence to ftegu la ti o n 6(11 of Securities end Exchange Board of India (t ishng Obligations and Disclosure Requirements) Regulations 2015., Ms, Shruti Sikarwar was appointed as the Company Secretary cum Compliance Officer of the Company in the Board Meeting heldon F rkJay₁£2''‘* Seprtem ber_f2G22 tdhdtd off k^ulteJCG"¹ September ,2022.

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

I here have been no changes in Board of Directors, although lire re lias been changes in Key Managerial Personnel of th e Com panyduringthc yea r u ndcr revsew.

Mr Sanjay Kushwah, Company Secretary cum Compliance Officer of the Company resigned from his post on September 02^M\2022. Thereafter, in the meeting held on September 02™*.2022, the board approved and appointed Ms. Shruti Sikarwar as the Company Secretary cum Compliance Officer of the Company to hold office with effect from Scptcm ber 03"¹,2022-

RET1REMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in ter ms of the Articles of Association of the Company, Mr.Farasmal DoshifChairman curn Whole Time Di lector) (DIN: 00051460} is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mr Parasmal Doshi is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company,

The Notice convening forthcoming ACM includes the proposal for re-appointmem of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies In which he holds Membership/Chsirmanshlp of Board and Committees.shareholdings and inter-se relationships with other Directors ns stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 IS and Secretarial Standards on Ge nor a l Meet i ngs (55-2) fire prwief ed i n t he¹ An nexy re to tAe Notice of AG M¹ for rfi i ng part of the An n eal Re pod

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS .

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business. The details of Familiarization Programme arranged for independent Directors have been d isc I osed on the website oF the Co mpa ny a nd are a va i I a bie at the follow i ng I ink;

hUps:/^yww. \ n d o L h-jj cgj n^yja_:c on tft n t^Up.fo ad^202^0i/Deta iEs ¦ of !. am Ilia riZatlpfl Prog r ? tn m es _ ''2022 -23.pd f

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section K9[7) of the Companies Act, 2013, that he^he meets the criteria of the independence feid down in Section 1453(6) of the Companies Act. 2013 along with Regulation IG[l)[b) and Regulation 26 of the Securities end Exchange Board of India (Listing Ob I ig a t ron sand Disc losurc Requi rcme nts] Regulat ions, 2035

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors. This Code rs a guide to professional conduct for Independent Directors. Adherence to these standards by independent Directors and fulfillment of their res ponsrb ill ties in a professional and faithful manner will promote confidence of the investment community, particularly mi nor ity sha reholde rs, reg r j Into rs and Com pa nidtt i n r he i nstftution of 1 ndepe ndent Directors

ht±E/Avww.indQthai.cp.in/wp-CQntontAjpload5/701BA36fcodc- of-Co nduct-foMndcpcndcnt-Dircctors.pdf

ANNUAL EVALUATION

I''he Board of Directors hat carried out an annual evaluation of the Committees, and of individual Directors pursuant to the provisions of the Companies Act. 7013 and the corporate governance requirements ns prescribed by the Securities a r id hxchatlge Boar d of 1 r idia (List i rig Obliy a Lions and Disclusu re Reguirerrtents) Regu lalior is, 20 IS.

1 he performance of the Boatd was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on board Evaluation issued by the Securities and Exchange Board of India ?f$C5''^h January, 2017

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on r tic basis of cr it.eria sue h as the co mposrti on ofcamm rttccs, effect ivoncss of com m ittec m cct i n gs etc.

The No m mat ion a nd Rom u nera t ron Com m ittee reviewed the perfo rm a n cc of i nd ivid u a I Dj recto rs ? n r he b asi s of c r iteria such as the co r it r ibu Lion of l i re i i id ivid u a I Direc tor to t he Boa r d a r id Co r n m ittee meetings I i ke prepa red ness on the issues to bo discussed, meaningful a nd const r uct ivo cent r i hution and i n pi its i n meet fog?, etc

In a separate meeting of Independent Directors held on 09" March, 2023, performance of Non-Independent Directors a nd the Boa rd as a whole wa s eva I ua ted.

DIRECTORS'' RESPONSIBILITY STATEMENT

lb the best of knowledge et id belief a nd a ccoi ding to the i rife rmation an d explar latioris u bta i nod by l \ i em, you r Oir ector s ma ko the fol Lowi ng statements in terms of Section T34(3) (c) of the Compa n ies Act, 2013 that;

- In the preparation of the Annuar Accounts for the year ended 31" March, 2023, the applicable Accounting Standards have been foi lowed and there ate no mate rial departures from the same;

- I he Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and firm view of t he state of affairs of the Company as on 31“ March, 3023and of the pi of its of the Company for the year ended on that date;

- The Directors have taken propel and sufficient cans for the maintenance of adequate accounting records in accordance with the provisions of Lhe Companies Act, 2013, for safeguarding the assets of the Company arid for preventing and defecting fraud and other irregularities;

1 he D i rec tors ha ve prepa red the annua I accou n Ls on a- g oi n g c a rice rn bas is;

The Directors have laid down internal financial controls to be followed by the Company and that such internal Tina ncia I controls are adeg ua Le a nd operati r>g effectively: a nd

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively,

NUMBER OF MEETINGS OF THE BOARD

5 (r- ive| meeti ngs of the Boa rd were held on the fo I lowi ng dates dur ing t he f i nancia I year 2022¦ 23:

I Wed nesday, 1B°VI ay, 2022:

II Friday,

tii, Friday, 2^ September. 2022;

iv. Thursday, TO’¹''November,2022;

v, Monday, 13''^f''February, 202i.

Details of suet) meetings are provided in the Corporate Governance Report, which forms partof this reporL I n r eg ards to t he ? bove stated ci rcu lar s t he rna xi mum interva I between two m eet i ng s i s n ot m ore than 120 days.

AUDITORS

STATUTORY AUDITOR AND AUDITOR''S REPORT

Pursuant La the provisions of Section 139 oft fie Companies Act, 20''f3, M&SPAR KJi Associates Chartered Accountants I I P, Indore {Firm Registration Wo fl0S313C/C4OO311) were appointed as the Statutory Auditor of the Company at 27‘VtGM held on 29^lt'' September,2021 till the conclusion of^^AGM.

The Report given by the Auditor on the financial statement of the Company is part of this Annual Report. The Audit Re pur t does not contai n a ny qualif icatio n. reset vatiori, ad ve rse ten i ar k or discEai me r

SECRETARIAL AUDITOR * SECRETARIAL AUDIT REPORT

Pursuant to Che provisions or Section 204 of the Companies Act. 2013 arid rules made thereunder, the Board has appointed M/s Kausha! Ameta 6 Co , Company Secretaries, lndore(hoEding Certificate of Practice hearing No. 9103), to u nder ta ke th e Sec reta na I Au dit of the Com p a ny.

I he Secretarial Audit Report for the financialyear ended 3l^J March, 2023 is annexed herewith marked ?s^''Annexiire-B" in ''Form No. MR-3¹ and for ms an integral part, of this Report Noqualificatkms, reservations and adverse remarks wo re cp nt-a i n ed i n the Secreta ri a I Aud i t Re port.

Further, pursuant to Regulation 24A of the Securities and Exchange Board of India (l .i sting Obligations and Disclosure Requi|e me Ms) Reg u latior is, 201S, llte Com pa ny ha s received t he Secreta r ia I Audit Repor l f r orp its mate r ia I su bsidTa r y i,e IndoThai Realties Limited fort ho finance I year ended 31'' March, 2023 No qualifications, reservations andadverse rem ar ks were contai ned i n the Sec reta ria I Audi L Repor t of tfie m ater i al su bsid ia ry_

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Com panics Act, 2013, dota ife of which needs to be mentioned i n t he Boa rd''s Report

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) RuEes. 2014 and therefore, there was no pr i ncipa I or inte rest outstend i ng as o r i the da te of the 8a!a nee Shee t.

CODE OF CONDUCT

In compliance with Fiegulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 701-S, and the Companies Act, 2013 the Company has framed and adopted a Code of Conduct (the "Code''''). The Code is applicable to the Members of the Board, the Senior Management, Officers and t mployces of t he Company. The Cocte is a vai I able on tl te fol lowi ng I ink

All lr he Members of the Board, the Senior Management, Officers and Employees have affirmed compliance to the Code as o n 31^a M a re h,2023. Ded ar a Lion to this effect, sig ned by M anayi n g Director cu pi CE O, fo r r r 1 s par L of the An nua I Re pot t.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management: Discussion and Analysis Report For the financial year 2022-23, as stipulated under Regulation 34{2)(e) of the Securities and Exchange Hoard of India (Listing Obligations and Disclosure Requirements] Regulations, 20T5 is presented in a separate section forming part of this Annual Report, and gives detail of overall industry structure, developments perform a n oe a net state of attar rs of t he Co m pa ny''s operatic ns du r i ng lhe yea r

INTERNAL FINANCIAL CONTROLS

you r Com pany hasputin place adegu ale i ntem at f i nancia I co ntrol a with referen ce to the f i na nc i a I state me nts, some of which a re outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards] Rules, 2006, That continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act. 2013 read with pule 7 of the Companies (Accounts) Pules, 2014, as amended f rom timeto time.

Yol j r Co m pa ny has a I¹way S believed that a system of stri c i infernal cont roi,)hdtJ di ng su liable men itor i n g p meed u res a n d transparency, is an important factor in the success and growth of any organization. It also ensures that financial and or her records a re rel i a bl e for p re pa r i ng t inancia I state mo nts

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee ot the Company. The internal controls existing in the Company arc considered to be adequate vis a vis the business requirements.

Your Company ensures adequacy, commensurate with its cut rent size and business, to ensure operational efficiency, protection and conservation of resou roes, accuracy and promptness in financial reporting and compliance of laws and regulations, tt is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity,

For more details on internal financial control system and their adequacy kindly refer Management Discussion and Analysis Report.

INTERNAL AUDITORS

Internal Auditfor the financial year 2022-23 was conducted by M £ APT & Co, LLP'' Chartered Accountants, Indore. The idea behind conducting internal Audit is to examine thaL Lhe Company is carrying out its operations effectively and performing the processes, procedures and functions as per the proscribed norms The Internal Auditor reviewed the a deq u acy and off ie lency of t he key i nter na I eon t.rols guided by the Au dit Com m ittce

The Company has appointed APT A Co. Ll.P. Chartered Accountants, Indore in the Hoard Meeting held on ?.Z^,r> May,

2023 in accordance with Lhe circulars issued by the Securities and Exchange Board of India for conducting an Internal Aud it of Stoc k B roki ng, Deposi tjory Part ic i pant Qpc rations an d R egu latory Com pfia nee Au dit for the f i n an c ial yea r 2023-24. fhc purpose of thus internal Audit Is to examine that the. processes and procedures followed and the operations carried out by the Company meet with the requirements prescribed by SEB1 and Stock Exchange^} for Depository Participant/Tradrng Merntfeis/Clearing Members.

LISTING & DEPOSITORY FEE

The Company has paid Annual Listing F ee for the financial year 2023-24 to National Stock Exchange or India Limited accord i n g to the p rescr i bed norms & regular ions.

The com pany has pe id annua 11 ist rng fee toBSE for the financial yea r 2023-24 on recei pt of i nvo ice f rom the same.

Company has also paid Annual Custody Fee to National Securities Depository Limited and issuer fee to Central Depository Services (India) l imited for the financial year 2023 24

ANNUAL RETURN

Pursuant to Section 52(3} and Section 134(3j{a) of Lite Companies Act, 2013, Lite Annual Return as on 3V March, 2023 is available on the Company''s website and moy be accessed at:

https://www_tndQthai.co.in/wp-contcn tAiplood5/2Q2370a/Fornr: MGT .7. ?Q27. 2023.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The deta i Is of tea ns, g u a ra n tecs a nri i nyost m e nts covered ti nder the provisions of Sect io n 105 of t he Com p a n ies Act, 2013 and rules made thereu nder a re shown under Note No. fcj & 7 in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

There were no materially significant rotated party transactions which fail under the scope of Section 100(1} of the Companies Act, 2013 i.e. transactions of material nature, with its promoters, directors or senior management or their relatives etc,, that may have potential conflict with the interest of the Company at large- Transect ions entered with re la ted pa r ties, as d efi ned under 5ect ion 2(76) of L he Com pa rues Act, 2 01J and provisio ns of the 5ecu r it ies and Exc h a ng e Board of India (Listing Obligations and Disclosure ftequirementfl) Regulations, 2015, during the financial year 2022-23 were m a i nly i n the ord i n ary cou rsc of bu sincss and on an arm''s fengt h basi.s.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements! Regulations* 2015- As per the provisions of Section 108 of the Companies Aot, 2013. approval of the Board of Directors is also obtained for entering into related party transactions by the Company. A quarterly update is also given to the Aurtir Committee and the Board of Directors on the Related Party Transactions u nd edake n by the Com panyfortheirr eview a nd con si dera Lion.

During the year, your Company has not entered into any material contract, arrangement or transaction with related pa r t ies, as def i ned u nder the Secur il.ies and Exchange Boa rd of fnd ia (Lisli r ig Obi ig ations arid Disdt&u re Requ i re me n ts) Reg u I ation s, 2015 a nd Po-I icy on M otori ality of Pel ated Party T ra nsactions and Deal i ng wrth Re I ated Pa rty T ra nsact i tins of the Company, the details with respect to the related party transactions are mentioned in the notes to the audited (standalone) financial statements.

There were no transactions during the year under review, that are required to be reported in Form AOC-2 and such Form ADC -2 is g iven as "An hexure -C* i n E h is Board Repo rL

The Policy on Materiality of Related Party Transactions and Desiring with Related Party Transactions, asapproved by the Board, is ava i fable on t he Company*s website a r id ca r i be accessed at.

hLtusi//www.in dot h j i-co.i n/wo ¦content/upluads/202l/07/Policv ori_Related Pa r tv- Tra ri sa c tions 30.06.2021.odf

RISK MANAGEMENT

Risk is an integral part of business and your Company is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans m its strategy, business and operational plans,

The Company''s operations ana prone to general risks associated with economic conditions, change in Govern me nt regulations, Lax reg rmes, o the r sta Lu tes, fina nti a I f is ks a nd ca pi La l m a r ket f I u c Lua E i ? ns.

Your Company has taken Brokers Endemnity Insurance Policy for Exchange(s) in order to cover the risk arising from operations. Additionally, tlte assets of the Company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Polrcy, Electronic Equipment Insurance, Vehicle Insurance Policy. Company has also taken Kcyman Insurance Pol icy (ies) in order to avoid large negative impact on the Company''s operations cEue to sudden I oss of Key man of the Company.

The Board of Directors of r.ho Company has formed a Risk Management Committee to frame, implement and monitor the risk management planter the Cor n party. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness, ihe Audit Committee h as additional oversight in the area of financial risks and controls, ihe major risks identified by the businesses and functions are systematically addressed through mitigating actions on a cor iti nua I basis, furl her r isk f sc tors a r e set outinM anagerrier rl Disc uss ior i arid Analysi s Repo rt wit ich Is for m i rig pa r l ¦of this Annual Report,

For the development and im pin mentation of risk pfan the Hoard has framed a Risk Management Policy which may be accessed on the Company''s website:

https;//www, i ndol h a i.co.inAv p -con tentAj ploads/2022/10/fi ifck-Ma n age me n L-RoFicy, pd f

CORPORATE SOCIAL RESPONSIBILITY ("CSR") & CSR INITIATIVES

The Company has constituted Corporate Social Responsibility Committee under the Chairmanship of Mi. Rarasmal Dash i, Whol c Time Di recto r of the Com parry, tn order to conduct a nd review Corpo r ato Social Pcs ponsib i I ity activities i n a prudent manner.

I he br i of ou Lli ne of l he Cor por ate Sot ia I Pesponsi b i lity po I icy of the Co mpa ny, i n it i ? Lives u n der take n by t he Com pa ny on CSR activities during the year and details regarding the CSR Committee are set out in "Annexure-D^of this report, as ‘Annual Report on CSR Activities¹â€™,

Policy can be accessed on the Company''s website at the link:

https/AWtfW-indDthaLjcn.inAwp-contentAj ploads/2 01 SAJS/Co rporatc-Soci al-Rcspcnsibi lity-Policv.pdf

As a ni nteg ra I pa rt of society, your coni pa ny co ns iders social rosponsib i I i ty as a n i ntegr a i pa rt of its busi ness act ivities and endeavor to utilise allocable CSR budget for the benefrt of society. The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company, For a detailed report on CSR please refer to “Annejeure^iy to this Board Report.

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

Inc Hoard has adopted Vigil Meehan ism/Whistle F3lower Policy pursuant to the provisions of Section 177{9j of the Companies Act, 2013 read with the Companies (Meetings of Board and its Rowers) Rules, 2014 and Regulation 22 or the Securities and Exchange Board of India (l isting Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework 3nd process whereby concerns can be raised by its Employees and Oirectors to the management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and have been outlined in Corporate Cover nance Report which lor ms part ol this Annual Report. The policy provides for adequate safeguards against victimization of employees and Directors of the Company.

The Vigil Meehan ism/Whistlo Blower Policy may bo accessed on the Company''s website at the link: htt psteyy. | n dot h ai.co. i n/wp-content/Ll pjoriri s/2Q1B/06/V j gll-Media ni sm PqF icy'' .Ofe 0lv2017.pdf

NOMINATION AND REMUNERATION POLICY

Pursuant to th t? pr ovisions of Sect i o r i 178 of th e Cornpanies Act. 2013 a nd i n corn p!ia nee of Reg u Fation 19 of LI re Seeur Tires ? nd Exchange Hoard of India jl istrng Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in order to pay equitahle remuneration to Directors, KMPs and other Employees of the Company. The composition of Nomination and Remuneration Committee has been given under Corporate Governance Report forming part of this Annual Report and Policy on Remuneration of Directors, Key Managerial Personnel and Other Employees'' has been stated in “Annexure-E^M setout to be part of Hoard''s Report.

The po 11 cy c ? n a [so be accessed on th e Com parry''s websi tc at th c! i n k:

h ttDs://www.indothai.co.in/wp- content/uo load5/202l/QS/Policv-of-Rc mu neration-for-Dircctors-KMP- and-other-gmpluvee5_2l-Q8-20l9.pdf

POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS

Your Company has formulated -a policy on Preservation of Documents and Records in accordance with Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. I''he Policy ensures That the Company complies with the applicable document retention laws, preservation of various sta tu Lory docu me n ts ? n d a Iso lays down minimum retention per lod fo r the docu m ents? nd reco rds i n res pec L of wh i efi no rn rn nt ion pe r ior J has been speof ied by a ny law/ r uIe/ reg ti larion. The Policy a Iso provides for r he ai j t ho rit y u note r wh ich t he disposa (/destruction of documents and records after their minimum retention period can be carried out.

The said pol icy i s a vaila bl c n n r he wc bs itc of th e Com pa ny ol th e 11 n k;

httpsVAvww.indot ha jcq.Ln/wpjcpntc nt/u pipnds/2Qlfl/06/Policy for Proservatiorvof-Docspdf

POUCY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION

Pursuant to Regulation 30 ot the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations* 20IB, the Policy on Determination of Materiality has been adopted by the Board to determine rhe events and information which are material in nature and are required to be disclosed Fo the concerned Stock Exchanges.

The said policy is available on the wchsitc of the Company at the link:

https:/Avww.indot hai.eo.inAwp conteftlAipjoa ds/7023/04/Policy-for Petermination¦ of- Matonalitv. Uodated.ndf

MATERIAL SUBSIDIARY POLICY

In accordance with the requirements of Regulation lfifl}[c) and Regulation ?A of the Securities and Fxchange Board ot India (Listing Obligations and Disclosure Requirements) Regulations. 201b, the Company has formulated a Policy Tor De-te rm i n i ng M atenal Su bsi cka ries.

The same has been hosted on the website of the Company at the link:

hrr ps://www. i n doth a i .co ir>/w p -conte niAi plond s/2Ql 9/06/Pol icy-1 or - M ate ria l-Su bsi d i ary..l b.Qb.2019 pd I

CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (P roh i b ition of 1 nsi cf c r Tr ? ding) Reg u lotions, 2015. wh tch fays d own the p rocoss of tradi ng in secu ntscs of the Com pa ny by the employees, designated persons and connected persons arid to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of u n pu biished pr ice sensitive i n for m ation. The Co m pa ny reviews the po I i cy on need bas is.

I''he Code for Proti i bi Lio n of 1 n si de r I r ad i ng is ava i I able on tn e website of the Co mpa ny a l the I in k:

hH-rnrAiyww.indat hajeg. in^wp cpntcnt/u p l ? a_d s/2 0 IS^.ft/Cgd r? Tor _ Prohibit ion of I nsider -Trading .pdf

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation fl(l) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information, with a view to laydown practices end procedures for fair disclosure of unpublished price sensitive information through $ D D soft wa r e t hat cou Id rm pad pr ice d iscove ry i n rn a r ket for i t s secu r it ies

The Code of Practices and Procedures for Hair Disclosure of Unpublished Price Sensitive information is available on the website of the Company at the link:

hn.ps./Avww indnthai.co.inAvpL-coruenr/upkjads/2h23/p6/Code-f_Jt-Practices-and-Proceriurfi5-tor-Fair-Disciosijrcr-nt-Unpublished ¦ Price-Sensitive Tri for motion, udf

ARCHIVAL POLICY

r 1 ie Com pa rty h as for m u I ated a poficy tor arch ival of its r ecords u rider Regula t ion 9 of t he Seeu rities a rnl Exchange Boa rd of India (Listing Obligations and Disclosure Requirements) Regulations, 7015.. The policy deals with the retention and archival of corporate recoidsoT the Company and all its subsidiaries lire policy provides guidelines lor archiving of corporate records and documents as statutorily required by i hn Company.

The Archival policy Is ava table on the website of the Company at the link

htitas:/A)wvw.indothai.ca.lnAfrp-contentAici&/Archivali-Forrcv .07112015 .pdf

PREVENTION OE SEXUAL HARASSMENT AT WORKPLACE

You r Company h os zero to ler a n ce po I i cy in cose of sexua I h a rasa me nt a t wot kplace a r id is corn m i tted to provide a h ealt hy environment to each and every employee of the Company The Company has in pi ace'' Pol icy age mst Sexual Harassment of Women at Workplace* in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition a Redressal) Act, 2015 [hereinafter referred as the ''said Act") and rules made there under. As per the provisions of Section 4of the said Act, the Board of Directors has constituted the Internal Complaints Committee ("ICC*) at lire Registered Office and at all the Regional Offices of the Company to deal with l he Comp taints received by the Com pa ny pc r ta i n i ng to gcn-dc r d iscrrm matron a nd sexua I ha ra ssme nt at workplace.

During the year under review, there were no such incidents reported in re I alien to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act.200.

Your Company has also organized workshops and awareness programmes at regular intervals for sensitizing the employees with the provisions of the Act and orientation programmes Tor the Members of the ICC in the manner prescribed in the said Act.

The updated policy against Sexual Harassment of Women at Workplace is available on tho website of the Company at the link:

hitP5://wwW.iridothai.co.in/wo¦ contenl/uciioacJs/20Z2/iO/Poficv Against 5eXuaHHarrasment of-Women -at workplace pdl

AUDIT COMMITTEE

Pursuant to the provisions ot Sect ion 177 of the Companies Act, 2013 and Regulation Ifl of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements} Regulations, 2015, your Company has formed the Audit Committee under the Chairmanship of Mr, Om Prakash Gituba. The composition of Audit Committee has been staled u n do r Cor po rate Gover nanc e Report a nd forms a n i n leg ra I pari of repor t.

All recommendations made by the Audit Committee were accepted by the Board. The role of the Committee is to provide oversight of the financial reporting process, the audit process, the system of inter nul controls and compliance with laws All possible measures are taken by the Committee to ensure the ohjcclivity and independence of I n depend enl Au d i tors.

HUMAN RESOURCE

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through orgamcand inorganicgrowth.

Your Company firmly believes thal employees arc the most valuable assets and key players of business success and sustained growth. Only with their participation we manage to achieve a healthy work culture, transparency in working, fail business practices and passion for efficiency Thus, development of human resources at all levels is taken on priority to upgrade knowledge and skills of employees and sensitize them towards productiVFly, quality, cost reduction, safety and environment protection The Company''s ultimate objective is to create a strong and consistent team of employees who rein each 11 nk in the rcsou roc chain is as st rong as Ih c ot her. I n view of this, va r i ous e mp loyce bencf its, tec rcational and lea m bu i Idi ng programs a re co nd ucted to entrance e mp loyee sk i Us, motivation as also to foster tea m spif it.

Your Company also conducts in house tramrng progra ms to develop leadership as well as functional capabilities in order Lo meet futures talent requirements and to enhance business operations, Industrial relations were cordial throughout the year. To ensure that the employees are at their productive best, we continue to work on simplifying the internal p r ocesses throug h (tellaboratrvpefforts With our ww k Force.

MATERIAL CHANGES

Material Changes during the financial year 2022-23;

The Company has invested Rs. 3.19,290 (Rupees Three Lakh Nineteen thousand lwo Hundred Ninety only/) in Remigoo Money India Private Limited, a startup company, registered under Companies Act, 2013 that is carrying on bu si ness of deal i ng rn fore iq n exch ange and acli ng as ful I fledged money cha nger

Material Changes after the end of financial year 2022-23:

There were material changes after the end of financial year 2022-23.

-Charges created by the company on its movabfe/im move hie property with Indusind Bank Ltd., Axis Finance Limited and Adilya L3irla Finance Limited a mounting to Rs. 21,00,00,000| Rupees twenty One crores only/ ] have been satisfied in full.

- I he Company has mod if fed It ie charge urea ted with RDJ''C Bank Limited by increasing the amount of charge to Rs. 4Q,QO,QQ_rOOO( Rupees Fourty crorcsonly/-)

the Company has applied fur membership in F&O segment of L35h and has been admitted and registered as a trading member in the said segment with effect from 2B®¹ July ,2G?3, The Company will commence the trading in the said segment From07*August,2023.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Com pa mes Act, 201 3, read with Ru I e 5{1) of the Com pan ies (Appoi nt-m ent and Hem u nc rat ion of M anager i al Personnel) Rules,2014 For ms part of Lhe LJoard''s Report under “Anneicure-F" as Media n Remuneration.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companres (Appointment & Rem i i neration of M anagen at Person nel ] Ru ies, 2014,the I ist of the top 10 em ployees i n te r ms of rem lj nerat i o n tornns part of t he Boa rd''s Repor t u nder “Annexu re- F’

CORPORATE GOVERNANCE

You r Com pa ny''s Cor por ate Cover na nee Praet ices a re a i e FI action of t he va I ue system enco mpassi ng culture, policies and relat lonshi ps wit h its sta kc holders. I nteg nty and tra nspa re ncy a re key to Co rporatc Governs nee bract ices to en su re that the Company gain and retain the bust of its stake! to Id dr sat all times. Your Company is committed for highest standard of Corporate Governance i n nd ho rence ot t he Seen rit res a nd Excha ng e Boa rd of Ind ia 11, ist rng Qbligat ions a nd Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Fxchanges, a Report On Corporate Governance forms an integral part of Ibis annual report. A "Certlfrcate^? From Kaushal Ameta & Co.. Practicing Company Secretary, confirming compliance by the Company of the conditions of Corporate Governance as stipulated in Regulation 34(3) of the Securities and Fxchange Board of India (List.rng Obligations and Disclosure Requi re me n is) Regu lations* 2015 is a Iso anrie*ed as "Annex u re-G™ to this Boar cl''s Repor t.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Being ? Broking Company, We are not involved in any industrial or manufacturing activities and therefore, the Com pa ny''s activities involve very low energy consumption and have no par titulars to report r^aiding conservation of energy and technology absorption. However, efforts arc made to further reduce energy consumption.

There has been no earningsand outgo in foreign exohange d u r i ng the financial year 2022-23.

the i n for rna t i o n on conserva t ion of energy, tec h oology a bso rption a nd fo re ig n excha rig e ea r n i ng s and ou tgo sti puluted ti nderS££tk>n 134(3] (m) of the Companies Act, 201.1 read with Rule R of the Companies (Accounts) Rules, 2014 is annexed h erewi th a nd fo rms pa r t of this Uepor t as "Anhexui''e- H".

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

During the financial year 2022-23, there we re no significant or materia [orders passed by the Regulator sot Courts or Tribunals which affect the going concern status of the Company and its ope rations in Future.

GENERAL

Ot her d isc leisures re I ateci to f i na nc ia I y nar 2 022-23:

A. Your Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its E mp loynss/Di rectors,

B-Vbur Cbm pa ny has not issued shares wit h d i fferentia I rig h Is as to d ividend¹, voti ng or ot herw ise.

C. Neither the Managing Director nor the Whole-time Directors) of the Company received any remuneration or commission from any of the Subsidiaries of your Company.

D. I he applicable Secretariat Standards, Le. SS-I and SS-2, relating to ’Meetings of Board of Directors'' and ''General Meet ing^ respectively, have been duly com pi ted by your Company.

E. Your company has not made any application nor any proceeding is pending under insolvency and bankruptcy code 2016

k Your company has not obtained Onetime settlement from the Bank or f''inanciallnstitution

GREEN INITIATIVE

Electronic copies of the Annual Report 2022-2S and the Notice of 2^CJ~" ACM are sent to all members whose email addresses ore registered wrththcComprinyAfopositoryparticipnnts(s). For members who have not registeredt.heiremail addresses, were provided an opportunity to register Uie 53me. We strongly promote the purpose and intention behind Green initiative, and accordingly the required processes and efforts haw been made to encourage the shareholders rg get their email addresses registered, so that Annual Reports, Notices and all other concerned information can be received by them,

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank alt the Clients, Dealers. Banks and other business associates for their contribution to your Company''s growth, the Directors also wish to express their appreciation for The efficient and loyal services rendered by each and every employee, without whose whole hearted efforts, the overall satisfactory performance would not have been possible.

Your Board expresses its gratitude for the assistance and co operation extended by 5FBI, BSE, NSF, MSEi, CDS!., NSDL, MCX, NCDEX, RBI, MCA. Central Government and Government of various States and other Regulatory Authorities including Local Governing Bodies. Your Board appreciates the precious support provided by the Auditors, Lawyers and Consu Hants l he Company will make every effort to meet t he aspir atior^ of its Shareholders,

Place: Indore By order of the Board of Directors

Date OS''" August, 2023 in do That Securities Limited

Parasmal Doshi

(Chairman cum Whole-time Director) DIN: 00051460

1

he details of Executive Director, liable to retire by rotation are made part in the Annexure to Notice of 29^r|'' ACM under Brief Profile of Directors seeding Re-Appointment as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015.

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 2 4ln Annual Report of INDOTHAI SECURITIES LIMITED (the “Company”) along with the Audited Financial Statements for the financial year ended 31st March,2018.

- COMPANY OVERVIEW

Your Company has been offering services to corporate clients, high net worth individuals and retail investors since 1995. The Company is rendering broking and clearing services in the Capital & Derivatives Segments being a Member of National Stock Exchange of India Limited (“NSE”),BSE Limited (“BSE”) and Metropolitan Stock Exchange of India Limited (“MSEI”) and Depository Participant of Central Depository Services (India) Limited (“CDSL”). Considering our diversified base of customers and highly talented workforce, we are emerging as a growing Company in the field of Securities Market. Indo Thai Securities Limited is the flagship Company of ‘Indo Thai’ group, which has its Registered Office at Indore.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2018 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	5276.56	4412.85	5306.56	4412.85
Other Income	500.09	109.59	512.66	131.81
Total Income	5776.65	4522.44	5819.22	4544.67
Total Expenditure	4620.99	4686.59	4647.58	4697.87
Extraordinary Items	0.00	454.86	0.00	454.86
Profit Before Tax (‘PBT’)	1155.66	290.70	1138.24	301.65
Provision for Income Tax	261.27	(9.68)	265.62	(10.93)
Profit After IncomeTax (including Deferred taxes)	894.39	300.38	872.61	312.58
Surplus Brought Forward from Previous Year	1109.34	929.32	1298.33	1089.38
Amount Available for Appropriations	2003.73	1109.34	2170.94	1298.33
Proposed Dividend	100.00	100.00	100.00	100.00
Earnings Per Share (Amount in Rs.)	8.94	3.00	8.73	3.29

PERFORMANCE REVIEW AND STATE OF COMPANY’S AFFAIRS

- Standalone Performance

The operating revenue (including sale of shares) was remarkable at Rs.5276.56 Lakhs as against Rs.4412.85 Lakhs in previous year. The profit for the year attributable to shareholders was Rs. 1155.66 Lakhs and Profit After Tax (‘PAT’) was Rs. 894.39 Lakhs. The Earning per Share (“EPS”) was at Rs. 8.94 for the financial year 2017-18

- Consolidated Performance

During the financial year under review, on a consolidated basis, the operating revenue (including sales of shares) was higher at Rs. 5306.56 Lakhs as against Rs. 4412.85 Lakhs (an increase of approx 20%). The profit for the year attributable to shareholders was Rs. 1138.24 Lakhs and Profit After Tax (‘PAT’) was Rs. 872.61 Lakhs.The Earning per Share was at Rs. 8.73 for the financial year 2017-18.

- FUTURE PROSPECTS

The Company is of the view that there is no space for stagnancy in this fast growing economy. Moreover, the Company deals in securities market, being one of the most fluctuating yet lucrative sector. Indo Thai Securities Limited has always believed that for the purpose of growth, diversification and expansion are must.

IndoThai Securities Limited, for the purpose of setting its hand in commodities market, has applied for transfer of Membership from Indo Thai Commodities Private Limited (the Associate Company of Indo Thai Securities Limited) in Multi Commodity Exchange of India (“MCX”)and National Commodity and Derivatives Exchange.

The Company is also engaging itself in market making of several Companies listed on SME Exchanges i.e.NSE Emerge and BSE SME. The Company is giving importance to margin trading facility for NSE clients.

Your Company has also registered itselfasaThird Party Distributor in NCD Broking, FDs.FMPs, Bonds,etc.

The Company is further exploring various fields to maintain and to escalate itself in the securities market.

- DIVIDEND

The Board of Directors in their meeting held on 26’* May, 2018 has recommended a final dividend @ 10% i.e. Re. 1/-per Equity Share of face value of Rs. 10/-each for the financial year 2017-18, aggregating to Rs. 1 Crore (excluding dividend distribution tax). The dividend payout is subject to approval of Members at the ensuing Annual General Meeting (“AGM”) of the Company.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to General Reserve and profit available after assets write-off and provision for dividend and Dividend Distribution Tax has been carried forward to the Profit & Loss Statement.

- SUBSIDIARY/IES AND ASSOCIATE/S

Your Company has two Wholly Owned Subsidiary Companies i.e IndoThai Realties Limited and IndoThai Globe Fin (IFSC) Limited and one Associate Company i.e.IndoThai Commodities Private Limited.

Indo Thai Globe Fin (IFSC) Limited was incorporated on 20thFebruary,2017and has a paid-up share capital of Rs. 1,25,00,000/- (Rupees One Crore Twenty Five Lakhs only). Mr. Dhanpal Doshi, Mr. Sarthak Doshi and Mr. Sunil Kumar Soni are holding office as Directors in the Company.

Indo Thai Realties Limited was incorporated on 1st March, 2013 as a Wholly Owned Subsidiary Company of Indo Thai Securities Limited. Indo Thai Realties Limited has a paid - up share capital of Rs. 7,97,87,000/-(Rupees Seven Crores Ninety Seven Lakhs Eighty Seven Thousand only). Mr. Parasmal Doshi, Mr. Om Prakash Gauba, Mr. Mayur Rajendrabhai Parikh and Mr. Saurabh Oswal are holding office as Directors in the Company and Ms. Mayuri Jain was rendering her services as the Company Secretary of Indo Thai Realties Limited and has resigned from the post w.e.f. IS’“ July, 2018.

Indo Thai Commodities Private Limited is an Associate Company of Indo Thai Securities Limited, being incorporated on 21st November, 2003. Indo Thai Commodities Private Limited has a paid - up share capital of Rs. 1,85,80,000/- (Rupees One Crore Eighty Five Lakhs Eighty Thousand only). IndoThai Securities Limited has 40.05% Equity Shareholding in such Associate Company by investing Rs. 42,52,000/-(Rupees Forty Two Lakhs Fifty Two Thousand only). Mr. Parasmal Doshi, Mr. Dhanpal Doshi and Mr. Sarthak Doshi are holding office as Directors in the Company.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. The Consolidated Financial Statements with subsidiaries were prepared as per provisions of Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder and in accordance with Accounting Standard 21 as issued by the Institute of Chartered Accountants of India,which have been furnished under Note No. 33 to the Consolidated Financial Statements andforms part of this Annual Report.

The Financial Statements of the Subsidiaries and Associate Company and related information are available for inspection by the Members at the Registered Office of your Company during business hours on all days except Saturdays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any Member desirous of obtaining a copy of the said financial statements may request to the Company Secretary. The financial statements including financial statements of Subsidiaries and Associate Companies and all other documents required to be attached to this report have been uploaded on the website of your Company www.indothai.co.in.

The financial performance of Subsidiary Companies & Associate Company as included in the consolidated financial statements of your Company and is also set out in the prescribed format ‘Form No. AOC-1’ is appended as “Annexure-A” to this Board’s Report.

- DIRECTORS & KEYMANAGERIALPERSONNEL

The Board of Directors of your Company consists of the following Directors:

1. Mr.Parasmal Doshi (Chairman cum WTD cum CFO)

2. Mr.Dhanpal Doshi (Managing Director cum CEO)

3. Mr.Rajendra Bandi (Whole Time Director)

4. Mr.Om Prakash Gauba (Independent Director)

5. Mr.Sukrati Ranjan Solanki (Independent Director)

6. Mr.Sunil Kumar soni (Independent Director)

7. Mrs.Shobha Santosh (Independent Director) Choudhary

Your Company also consists of the following Key Managerial Personnel:

1. Mr.Deepak Sharma (Chief Financial Officer)

2. Mr.Udayan Abhilash Shukla (Company Secretary cum Compliance Officer)

In compliance with the provisions of Sections 149 and 152, read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Om Prakash Gauba, Mr. Sunil Kumar Soni, Mr. Sukrati Ranjan Solanki, and Mrs. Shobha Santosh Choudhary were appointed as the Non-Executive Independent Directors at the 20”‘ AGM of the Company held on 201’ September, 2014 to hold office for a term of 5 (Five) consecutive years from the date of 20’“ Annual General Meeting.

Mr. Deepak Sharma was appointed as Chief Financial Officer pursuant to provisions of Section 203 of Companies Act, 2013 and rules made thereunder w.e.f. 9”‘ May, 2014 as defined under Section 2(19) of Companies Act, 2013 and falls under definition of “Key Managerial Personnel” of the Company pursuant to Section 2(51) of CompaniesAct,2013.

Pursuant to provisions of Section 203 of Companies Act, 2013 and rules made thereunder and in adherence to Regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015,Mr.Udayan Abhilash Shukla was appointed as the Company Secretary cum Compliance Officer of the Company in the Board Meeting held on Friday,20thJanuary,2017

- CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

- Board of Directors

There have been no changes in Board of Directors of the Company during the year under review.

- Key Managerial Personnel

The Company observed no change in Key Managerial Personnel of the Company during the year under review.

- RETIREMENTBYROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajendra Bandi (Whole Time Director) (DIN: 00051441) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing Annual General Meeting. Mr. Rajendra Bandi is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

Brief resume of the Director proposed to be appointed/reappointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/ Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Annexure to the Notice of AGM’ forming part of the Annual Report.

- FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business. The details of Familiarization Programme arranged for Independent Directors have been disclosed on the website of the Company and are available at the following link: http://www.indothai.co.in/wp-content/uploads/2018/07/Details-of-Familiarization-Proaramme 2017-18.pdf

- DECLARATION BYTHE INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of the independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

- CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and Companies in the institution of Independent Directors.

- ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of Board Committees pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

The performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5thJanuary,2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,etc.

In a separate meeting of Independent Directors held on 12th March,2018, performance of Non-Independent Directors and the Board as a whole was evaluated.

- DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

- in the preparation of the Annual Accounts for the year ended Sl^March,2018,the applicable Accounting Standards have been followed and there are no material departures for the same;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2018 and of the profits of the Company for the year ended on that date;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared the annual accounts on a going concern basis;

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

- NUMBER OF MEETINGS OFTHE BOARD

5 (Five) meetings of the Board were held on the following dates during the financial year 2017-18:

I. Saturday, 6th May, 2017;

II. Thursday,3rd August,2017;

III. Thursday,14th September,2017;

IV. Wednesday 8th November 2017;

V. Wednesday,17th January,2018.

Details of such meetings are provided in the Corporate Governance Report, which forms part of this report.

The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act,2013.

- AUDITORS

- STATUTORYAUDITOR AND AUDITOR’S REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s SPARK & Associates, Chartered Accountants, Indore (Firm Registration No. 005313C) were appointed as the Statutory Auditor of the Company at 22ri Annual General Meeting held on 24,t’September,2016 till the conclusion of 27°’AGM.

Pursuant to the notification issued by the Ministry of Corporate Affairs on 7th May 2018, amending Section 139 of Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of the StatutoryAuditors.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

- SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Kaushal Ameta & Co., Company Secretary in Practice (holding Certificate of Practice bearing No. 9103), to undertake the SecretarialAudit of the Company.

The Secretarial Audit Report for the financial year ended 31st March,2018 is annexed herewith marked as “Annexure-B” in ‘Form No. MR-3’ and forms an integral part of this Report. No qualifications, reservations and adverse remarks were contained in the Secretarial Audit Report.

- REPORTING OF FRAUDS BYTHE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Board’s Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, there was no principal or interest outstanding as on the date of the Balance Sheet.

- CODE OF CONDUCT

In compliance with Regulation 26(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has framed and adopted a Code of Conduct (the “Code”). The Code is applicable to the Members of the Board, the Senior Management, Officers and Employees of the Company. The Code is available on the following link: http://www.indothai.co.in/wp-content/u p loads/2018/06/Code-of-Conduct-for-Directors-and-Senior-Manaament-l.pdf

All the Members of the Board, the Senior Management, Officers and Employees have affirmed compliance to the Code as on 31s’ March, 2018. Declaration to this effect, signed by Managing Director cum CEO, forms part of the Annual Report.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2017-18,as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report, and gives detail of overall industry structure, developments performance and state of affairs of the Company’s operations during the year.

- INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006, that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended from time to time.

Your Company has always believed that a system of strict internal control, including suitable monitoring procedures and transparency, is an important factor in the success and growth of any organization. It also ensures that financial and other records are reliable for preparing financial statements.

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements.

Your Company ensures adequacy, commensurate with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

For more details on internal financial control system and their adequacy kindly refer Management Discussion and Analysis Report.

- INTERNAL AUDITORS

Internal Audit for the financial year 2017-18 was conducted by M/s BDMV & Co., Chartered Accountants, Indore.The idea behind conducting Internal Audit is to examine that the Company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

The Company has re-appointed M/s BDMV & Co., Chartered Accountants, Indore in the Board Meeting held on 26th May, 2018 in accordance with the circulars issued by Securities and Exchange Board of India for conducting an Internal Audit of Stock Broking and Depository Participant Operations, Regulatory Compliance Audit for the financial year 2018-19. The purpose of this Internal Audit is to examine that the processes and procedures followed and the operations carried out by the Company meet with the requirements prescribed by SEBI and Stock Exchange(s) for Depository Participant/Trading Members/Clearing Members.

- LISTINGS. DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2018-19 to BSE Ltd. and National Stock Exchange of India Ltd. according to the prescribed norms & regulations.

Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year2018-19.

EXTRACTOFANNUALRETURN

The details forming part of extract of Annual Return in ‘Form No. MGT-9’, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, is included in this Board’s Report as “Annexure-D” and forms an integral part of this report.

- PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder are shown under Note No. 11 & 40 in the notes to the financial statements.

- RELATED PARTYTRANSACTIONS

There were no materially significant related party transactions which fall under the scope of Section 188(1) of the Companies Act, 2013 i.e. transactions of material nature, with its promoters,directors or senior management or their relatives etc., that may have potential conflict with the interest of the Company at large. Transactions entered with related parties, as defined under Section 2(76) of the Companies Act, 2013 and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,during the financial year 2017-18 were mainly in the ordinary course of business and on an arm’s length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is also obtained for entering into related party transactions by the Company. A quarterly update is also given to the Audit Committee and the Board of Directors on the Related Party Transactions undertaken by the Company for their reviewand consideration.

During the year, your Company has not entered into any material contract,arrangement or transaction with related parties, as defined under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions of the Company.The details with respect to the related party transactions are mentioned in the notes to the audited (standalone) financial statements.

There were no transactions during the year under review, that are required to be reported in Form AOC-2 and such Form AOC-2 is given as Annexure -C in this Board’s Report.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, is available on the Company’s website and may be accessed at: http://www.indothai.co.in/wp-content/uDloads/2018/06/Policv-on-Related-Partv-Transactions 06.05.2017.pdf

- RISK MANAGEMENT

Risk is an integral part of business and your Company is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company’s operations are prone to general risks associated with economic conditions, change in Government regulations, tax regimes, other statutes, financial risks and capital market fluctuations.

Your Company has taken Brokers Indemnity Insurance Policy for Exchange(s) in order to cover the risk arising from operations. Additionally, the assets of the Company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Policy, Electronic Equipment Insurance, Vehicle Insurance Policy. Company has also taken Keyman Insurance Policy(ies) in order to avoid large negative impact on the Company’s operations due to sudden loss of Keyman of the Company.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis. Further risk factors are set out in Management Discussion and Analysis Report which is forming part of this Annual Report.

For the development and implementation of risk plan the Board has framed a Risk Management Policy which may be accessed on the Company’s website: http://www.indothai.co.in/wp-con tent/up loads/2018/06/Risk-Management-Policv 06.05.2017.Ddf

- CORPORATE SOCIAL RESPONSIBILITY (“CSR”) & CSR INITIATIVES

The Company has constituted Corporate Social Responsibility Committee under the Chairmanship of Mr. Parasmal Doshi, Whole Time Director cum Chief Financial Officer of the Company, in order to conduct and review Corporate Social Responsibilityactivities in a prudent manner.

The brief outline of the Corporate Social Responsibility policy of the Company, initiatives undertaken by the Company on CSR activities during the year and details regarding the CSR Committee are set out in “Annexure-E” of this report as “Annual Report on CSR Activities”.

Policy may be accessed on the Company’s website at the link:

http://www.indothai.co.in/wp-con ten t/up loads/2 018/06/Corpo rate-Soci a l-Responsibilitv-Policv.pdf

During the year the Company spent Rs. 7,00,300/-(Rupees Seven Lakhs Three Hundred only) on Corporate Social Responsibility activities.The amount required to be spent by the Company on Corporate Social Responsibility (CSR) related activities as specified in Schedule VII of the Companies Act, 2013 for the financial year 2018-19 is Rs.8,37,950/-(Rupees Eight Lakhs Thirty Seven Thousand Nine Hundred and Fifty only). The Company will utilize the aforementioned amount on CSR Activities in the year 2018-19.

-VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and have been outlined in Corporate Governance Report which forms part of this Annual Report. The policy provides for adequate safeguards against victimisation of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company’s website at the link: http://www.indothai.co.in/wp-con tent/up loads/2 018/06/Vi ail-Meehan ism-Policv 06.05.2017.Ddf.

- NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in order to pay equitable remuneration to Directors, KMPs and other Employees of the Company. The composition of Nomination and Remuneration Committee has been given under Corporate Governance Report forming part of this Annual Report and Policy on Remuneration of Directors, Key Managerial Personnel and Other Employees’ has been stated in “Annexure-F” set out to be part of Board’s Report.

The policy may also be accessed on the Company’s website at the Link:

http://www.indothai.co.in/wp-content/uploads/2018/06/PoLicv-on-Remuneration-of-Directors-KMP-and-other-Ennplovees.pdf

- POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS

Your Company has formulated a policy on Preservation of Documents and Records in accordance with Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy ensures that the Company complies with the applicable document retention laws, preservation of various statutory documents and also lays down minimum retention period for the documents and records in respect of which no retention period has been specified by any law/ rule/ regulation. The Policy also provides for the authority under which the disposal /destruction of documents and records after their minimum retention period can be carried out.

The said policy is available on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/Policv-for-Preservation-of-Docs.pdf

- POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy on Determination of Materiality has been adopted by the Board to determine the events and information which are material in nature and are required to be disclosed to the concerned Stock Exchanges.

The said policy is available on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/Policv-for-Determination-of-Materialitv06.05.2017.pdf

- MATERIALSUBSIDIARY

In accordance with the requirements of Regulation 16(l)(c) and Regulation 24 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy for Determining Material Subsidiaries.

The same has been hosted on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/Policv-for-Materia i-Subsidiarv.pdf

- CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading, under SEBI (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information. The Company reviews the policy on need basis.

The policy on Insider Trading is available on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/lnsider-Tradina-Policv ITSL 06.05.2017-Final.pdf

- CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of unpublished price sensitive information that could impact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company at the URL:

http://www.indothai.co.in/wp-content/uploads/2018/06/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-UPSI-06.05.2017-Final.pdf

- ARCHIVAL POLICY

The Company has formulated a policy for archival of its records under Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements), 2015. The policy deals with the retention and archival of corporate records of IndoThai Securities Limited and all its subsidiaries. The policy provides guidelines for archiving of corporate records and documents as statutorily required by the Company.

The Archival Policy is available on the website of the Company at the link:

http://www.indothai.co.in/wp-content/uploads/2018/07/Archival-Policv 07112015.pdf

- PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place ‘Policy against Sexual Harassment of Women at Workplace’ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as the “said Act”) and rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (“ICC”) at the Registered Office and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

During the year under review, there were no such incidents in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company has also organised workshops and awareness programmes at regular intervals for sensitising the employees with the provisions of the Act and orientation programmes for the Members of the ICC in the manner prescribed in the said Act.

The Policy against Sexual Harassment of Women at Workplace is available on the website of the Company at the link:

http://www.indothai.co.in/wp-content/up loads/2018/07/Policv-Aaa inst-Sexual-Harassment ITSLpdf

- AUDITCOMMITTEE

Your Company, pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has formed the Audit Committee under the Chairmanship of Mr.Om Prakash Gauba.The composition of Audit Committee has been stated under Corporate Governance Report and forms an i nteg ra I pa rt of re port.

All recommendations made by the Audit Committee were accepted by the Board.The role of the Committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws. All possible measures are taken by the Committee to ensure the objectivity and independence of Independent Auditors.

-HUMAN RESOURCE

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Only with their participation we manage to achieve a healthy work culture, transparency in working, fair business practices and passion for efficiency. Thus, development of human resources at all levels is taken on priority to upgrade knowledge and skills of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Company’s ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other. In view of this, various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as aIso to foster team spirit.

Your Company also conducts in-house training programs to develop leadership as well as functional capabilities in order to meet future talent requirements and to enhance business operations. Industrial relations were cordial throughout the year. To ensure that the employees are at their productive best, we continue to work on simplifying the internal processes through collaborative efforts with our workforce.

- MATERIALCHANGES

- Material Changes during the financial year 201718:

In Futures and Options Segment (F&O segment) of National Stock Exchange India Limited, the Company’s Clearing Member was changed to Edelweiss Custodial Services Limited.

- Material Changes after the end of financial year 2017-18:

The Company issued a Postal Ballot Notice dated 28IhApril,2018 forthe following businesses:

1. To increase the borrowing limits u/s 180(l)(c) of the Companies Act, 2013.

2. To create charge/mortgage etc. on Company’s movable or immovable properties in terms of Section 180(l)(a) of the Companies Act,2013.

3. To ratify increase in remuneration of Mr. Dhanpal Doshi, Managing Director cum CEO of the Company.

All the above resolutions were duly passed with requisite majority. The results for the same were declared on 16IhJune,2018 along with the Scrutinizer’s Report.

The Postal Ballot result is available on the website of the Company at the link: http://www.indothai.co.in/wp-content/uploads/2018/06/Postalballotresultsandscrutinizersreport.pdf

- PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s Report under “Annexure-G”as Median Remuneration.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the list of the top 10 employees in terms of remuneration forms part of the Board’s Report under”Annexure-G”.

- CORPORATE GOVERNANCE

Your Company has been observing best corporate governance practices and benchmarking itself in line with each such practice on a continual basis. Your Company is committed for highest standard of Corporate Governance in adherence of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance forms an integral part of this annual report. A ‘Certificate’ from the M/s Kaushal Ameta & Co., Practicing Company Secretary, confirming compliance by the Company of the conditions of Corporate Governance as stipulated in Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed as “Annexure-H” to this Board’s Report.

The details of Executive Director, liable to retire by rotation and seeking re-appointment,are made part in the Annexure to Notice of 24,hAGM under Brief Profile of Directors seeking Re-Appointment as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

- PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO

Being a Broking Company, we are not involved in any industrial or manufacturing activities and therefore, the Company’s activities involve very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy consumption.

There has been no earnings and outgo in foreign exchange during the financial year 2017-18.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as “Annexure-I”.

- SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

During the financial year 2017-18, there were no significant or material orders passed by the Regulators or Courts or Tribunals which affect the going concern status of the Company and its operations in future.

- GOODS AND SERVICES TAX (GST)

Goods and Service Tax (GST) came into effect from 1st July, 2017 through the implementation of One Hundred and First Amendment of the Constitution of India. GST replaced the existing multiple cascading taxes levied by the Central and State Governments.

Your Company has successfully implemented and migrated to GST followed by the changes across various departments/operations of the Company.

- GENERAL

Other disclosures related to financial year 2017-18:

- Your Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.

- Your Company has not issued shares with differential rights as to dividend,voting or otherwise.

- Neither the Managing Director nor the Whole-time Director(s) of the Company received any remuneration or commission from any of the Subsidiaries of your Company.

- The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of Board of Directors’ and ‘General Meetings’ respectively, have been duly complied by your Company.

- APPRECIATIONS & ACKNOWLEDGMENT

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers, and other business associates for their contribution to your Company’s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, BSE, NSE, MSEI, CDSL, RBI, MCA, ROC, Central Government and Government of various States and other Regulatory Authorities including Local Governing Bodies. Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By order of the Board of Directors

IndoThai Securities Limited

Date : 23 dJuly, 2018 Parasmal Doshi

(Chairman cum Whole-time Director cum CFO)

Place : lndore DIN:00051460

---

Mar 31, 2015

The directors are pleased to present the 21st Annual Report together with the Audited Financial Statements for the year ended 31st March, 2015.

- CORPORATE OVERVIEW

Your Company has been offering services to corporate clients, high net worth individuals and retail investors since past 20 years. Company is rendering broking and clearing services in the Capital & Derivatives Segments being a Member of National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (''MSEI'') (formerly known as MCX Stock Exchange Ltd.) and Depository Participants of Central Depository Services India Limited (CDSL). Considering with our diversified base of customer and highly talented workforce we are emerging as growing company in the field of security market. Indo Thai Securities Limited is a flagship Company of ''Indo Thai'' group, which has its Registered Office in Indore.

- FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended 31st March, 2015 is summarized below:

(Rs. in Lacs)

Particulars	Year ended 31.03.2015	Year ended 31.03.2014
Revenue from Operations	3199.44	1880.45
Other Income	424.07	229.44
Total Income	3623.51	2109.89
Total Expenditure (Including Exceptional Items)	3348.78	2016.74
Profit Before Tax (PBT)	274.73	93.15
Provision for Income Tax	33.51	24.64
Profit After Income Tax(including Deferred taxes)	241.22	68.51
Surplus brought forward from previous year	281.87	213.36
Amount available for appropriations	395.61	281.87
Proposed Dividend	100.00	Nil
Earnings Per Share (Amount in Rs.)	Rs. 2.41	Rs. 0.69

- PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIRS

Another year of your Company''s operation has been successfully accomplished with profits. The financial performance of your Company during the financial year ended 31st March 2015 remained healthy. Increased operational income led to high Revenue growth. The Net-worth of your Company as on 31st March, 2015 was Rs. 37,81,76,470/-as against Rs. 36,68,02,277/-in previous year.

- Standalone Performance

- Revenue: The operating revenue (including sales of shares) was remarkable at Rs. 3199.44 Lacs as against Rs. 1880.45 Lacs in previous year ended on 31st March 2014.

- Profit Before Tax : On a standalone basis your Company earned a higher Profit Before Tax (PBT) of Rs. 274.73 Lacs as against Rs. 93.15 Lacs in previous year.

- Profit After Tax: Company has reported a Profit After Tax (PAT) of Rs. 241.22 Lacs as against Rs. 68.51 Lacs in previous years.

- Earning Per Share: Due to higher earnings and after full year appropriation, the earning per share (EPS) was at Rs. 2.41 for the financial year 2014-15 as against Rs. 0.69 in the previous year.

- Consolidated Performance

- Revenue : During the financial year under review, on a consolidated basis, the Operating Revenue was higher at Rs. 3199.44 Lacs as against Rs. 1880.45 of previous year (an increase of approx 70%). The increase in consolidated operational revenue was achieved due to huge revenue generation.

- Profit Before Tax : On a consolidated basis your Company earned a higher Profit Before Tax (PBT) of Rs. 360.42. Lacs as against previous year Rs. 117.54 Lacs.

- Profit After Tax: The consolidated profit after tax (PAT) has been jumped to Rs.296.10 Lacs, and is remarkable as compared to previous year which stood at Rs.86.50 Lacs.

- Earning Per Share : During the financial year 20142015, due to huge earnings and after full year appropriations, the earning per share was Rs. 2.96 as against Rs. 0.48 in the previous financial year.

- FUTURE PROSPECTS

There always exist a need for continuous efforts to bring about transformation and improvement in the working and functioning of the affairs of the Company so that it becomes fair, transparent, competitive and attractive for stakeholders.

Keeping the growth prospects of the company and its shareholders in mind, ITSL has been concentrating on working into a new segment i.e., marketing of Mutual Fund products from the current financial year (2015-1 6), thereby diversifying the working affairs of the Company and enhancing its Financial Performance in the future.

- DIVIDEND

Your Directors are very pleased to recommend a dividend @ 10% i.e. Re. 1/- per Equity Share of face value of Rs. 10/- each for the financial year ended March 31, 2015, aggregating to Rs. 1 Crore (excluding dividend distribution tax). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. For the first time in the history of Indo Thai Securities Limited, your Company is going to join in the club of ''Dividend Paying Companies'' of all listed companies at the Stock Exchange, subject to approval of members.

The dividend will be paid to members whose names appear in the Register of Members on cut-off/record date mentioned in the Notice to ensuing AGM. In respect of shares held in dematerialized form it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

- TRANSFER TO RESERVES

During the year under review, no amount was transferred to General Reserve and profit available after assets write-off and provision for dividend and Dividend Distribution Tax has been carried forward to the Profit & Loss statement.

- CASHFLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, a Cash Flow Statement is attached to the Balance Sheet along with Auditors Report.

- SUBSIDIARY/IES AND ASSOCIATES

During the financial year 2014-15 your company was having two Wholly Owned Subsidiary Companies i.e. Indo Thai Realties Limited & Indo Thai Fincap Limited, Out of which Indo Thai Fincap Limited ceased to exist during the quarter ended on December 2014.

The Financial Statements of the subsidiaries and associate company (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. A separate segment containing the salient features of financial statements of a subsidiaries and associate company of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013, which have been furnished under Note No. 37 to the Consolidated Financial Statements and forms part of this Annual Report.

The financial statements of the subsidiary and associate Company and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and associate company and all other documents required to be attached to this report have been uploaded on the website of your Company (www.indothai.co.in). The financial performance of subsidiary included in the consolidated financial statements of your Company is set out in the “Annexure-A” to this Annual Report.

Indo Thai Realties Limited was incorporated on 01.03.2013 as Wholly Owned Subsidiary of Indo Thai Securities Limited and ITSL has invested Rs. 7,97,87,000/- (Rupees Seven Crores Ninety Seven Lacs Eighty Seven Thousand only) as a subscription to the Memorandum of Association. Mr. Parasmal Doshi, Mr. Om Prakash Gauba, Mr. Mayur Rajendrabhai Parikh and Mr. Saurabh Oswal are holding office as Directors of Company and Ms. Shikha Komal Jain is tendering her services as Company Secretary of Indo Thai Realties Limited.

Indo Thai Securities Limited had transferred its 100% shareholding held in M/s Indo Thai Fincap Limited (the Wholly Owned Subsidiary of Indo Thai Securities Limited) on 27.12.2014, as a result of this, Indo Thai Fincap Limited (ITFL) is cease to exist as subsidiary of your Company. Further, Mr. Dhanpal Doshi, Mr. Parasmal Doshi and Mr. Om Prakash Gauba had resigned from Board of aforesaid subsidiary company from the date of 19.12.2014.

Indo Thai Commodities Pvt. Ltd. is the Associate Company of Indo Thai Securities Ltd. and detailed descriptions about the financial performance of the associate company has been set out in “Annexure -A” to this report.

f DIRECTORS & KEY MANAGERIAL PERSONNEL

During the financial year under review, in compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement Shri Om Prakash Gauba, Shri Sunil Kumar Soni, Shri Sukrati Ranjan Solanki, Smt. Shobha Santosh Choudhary were appointed as the Non-executive Independent Directors of the Company at the 20th AGM of the company held on 20th September, 2014 to hold office for a term of 5 (Five) consecutive years from the date of 20th Annual General Meeting.

Further, Mr. Dhanpal Doshi, Mr. Parasmal Doshi and Mr. Rajendra Bandi were re-appointed as Managing Director cum Chief Executive Officer, Whole-time Director cum Chief Financial Officer and Whole-time Director of the company respectively for a term of 3 consecutive years from date of 20th AGM, out of them Mr. Parasmal Doshi and Mr. Rajendra Bandi are liable to retire by rotation.

Mr. Parasmal Doshi is the Director liable to retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting. Brief resume of the Director proposed to be appointed/ reappointed, nature of his experience in specific functions and area and number of companies in which he hold membership/chairmanship of Board and Committees, Shareholdings and inter-se relationships with other directors as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Annexure to Notice forming part of the Annual Report.

Except above there are no changes in the Directorship of the Company during the year under review.

Further, Mr. Deepak Sharma was appointed as Chief Financial Officer w.e.f. 09.05.2014 as defined under Section 2(19) and falls under Section 2(51) as “Key Managerial Personnel” of the Company.

Mr. Anurag Kumar Saxena was appointed as Company Secretary and tendering his services since 16.11.2009 as Company Secretary cum Compliance Officer of the Company. He is responsible to ensure compliance with applicable statutory requirement and to advise and assist the Board for Company''s conduct of affairs and for effective decision making of Board.

- FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of Familiarisation Programme arranged for Independent Directors have been disclosed on the web site of the company and are available at the following link:(http://www.indothai.co.in/Admin/Investors/Shar eholders/Familiarization%20Program%20for%20ID s ITSL.pdf)

- DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors of the Company have given ''Declaration of Independence'' confirming that they meet the criteria of Independent Director as envisaged in Section 149(6) of the Companies Act, 2013 read with schedules and rules made there under as well as Clause 49 of the Listing Agreement.

- CODE OF CONDUCTS FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors, this Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of Independent Directors.

- ANNUAL EVALUATION

Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feedback forms for evaluation of Board, Independent Directors and Chairman.

Independent Directors, in their meeting held on 26th March 2015 transacted all the business cited under Clause 49(IIB)(6)(b) of the Listing Agreement and Clause VII(3) of the Schedule IV of the Companies Act 201 3 which includes Board''s Performance, performance of Chairman and other Non-independent Directors.

The Board subsequently evaluated performance of its own, Committees and Independent Directors without participation of the relevant director.

- DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in term of Section 134(3)(c) of the Companies Act 2013 that:

- In the preparation of the Annual Accounts, for the Year ended 31st March 2015 the applicable accounting standards have been followed and there are no material departures for the same;

- Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31 March, 2015 and of the profits of the Company for the year ended on that date;

- Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Directors have prepared the annual accounts on a going concern basis;

- Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

- AUDITORS & AUDITOR''S REPORT

M/s. S. Ramanand Aiyar & Company, Indore the statutory auditors of the Company retires at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Company has received a confirmation from the Statutory Auditors to the effect that their reappointment, if made, would be within limits prescribed under Section 141(3) (g) of the companies Act 2013.

The notes on Financial Statements referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments. There are no qualifications, reservation and adverse remark were contained in the Auditors Report.

- SECRETARIAL AUDIT

Pursuant to the Provisions of Section 204 of Companies Act, 2013 and rules made there under, the Board has appointed M/s Kaushal Ameta & Co., Company Secretaries in Practice (holding Certificate of Practice bearing No 9103) to undertake the secretarial audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as “Annexure-B” in Form MR-3 and forms an integral part of this Report. No qualifications, reservation and adverse remark were contained in the Secretarial Audit Report.

- PUBLICDEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014 therefore, there was no principal or interest outstanding as on the date of the balance sheet.

- CORPORATE GOVERNANCE

Your Company has been observing best corporate governance practice and benchmark itself against each such practice on-going basis. Your Company is committed for highest standard of Corporate Governance in adherence of SEBI and Listing Agreement norms. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance forms an integral part of this annual report. A certificate from the Practicing Company Secretary, M/s Kaushal Ameta & Co. confirming compliance by the Company of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also annexed to this Annual Report.

- CODE OF CONDUCT

Pursuant to the provisions of Clause 49 II (E) of the Listing Agreement, Code of Conduct had been laid down by the Company for its Board Members and Senior Management, officers & employees. All the Directors and the Senior Management, officers & employees have affirmed compliance with the said Code of Conduct. A declaration by the Chief Executive Officer regarding compliance by Board Members and Senior Management, officers & employees with the Code of Conduct for the year ended March 31, 2015 is annexed to this Annual Report.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year 2014-15, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report, And gives detail of overall industry structure, developments performance and state of affairs of the Company''s operations during the year.

- INTERNAL CONTROL SYSTEMS AND COMPLIANCE FRAMEWORK

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

- Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable.

- A system of strict internal control, including suitable monitoring procedures has always believed that transparency, systems and controls are important factors in the success and growth of any organization.

- The Company has an adequate system of internal control supported by an extensive programme of internal control; and systems are established to ensure that financial and other records are reliable for preparing financial statements. This department assumes great significance given the size, scope and rapid rate of growth of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

- Internal Audit Reports and significant Audit observations are brought to the attention of the Audit Committee of the Directors. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements.

- Your Company ensures adequacy with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

- INTERNAL AUDITORS

Internal Audit for the financial year 2014-15 was conducted by M/s Abhijeet Jain & Associates Chartered Accountants. Further, the Company has appointed M/s SPARK & Associates for conducting the internal audit of the Company for the financial year 2015-16. The idea behind conducting internal audit is to examine- that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Audit Department reviews the adequacy and efficiency of the key internal controls guided by the Audit Committee.

The Company has appointed M/s SPARK & Associates (Formerly Known As Harish Dayani & Co.) In accordance with the circulars issued by SEBI, for conducting an Internal Audit of stock broking and depository participant operations, Regulatory compliance Audit and Systems Audit. The purpose of this internal audit is to examine that the processes and procedures followed and the operations carried out by the Company meet with the requirements prescribed by stock exchanges and SEBI for Trading Members/Clearing Members.

- RISKMANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company''s operations are prone to general risks associated with economic conditions, change in Government regulations, tax regimes, other statutes, financial risks and capital market fluctuations.

Your Company has taken Brokers Indemnity Insurance Policy for exchange(s) in order to cover the risk arising from operations. Additionally, the assets of the Company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Policy, Burglary B.P., Electronic Equipment Insurance, Vehicle Insurance Policy. Company had also taken Key Man Insurance Policy in order to avoid large negative impact on the Company''s operations due to sudden loss of Keyman of the Company.

During the financial year 2014-15, the Board of Directors have approved the Risk Management Policy and the risk appetite for your Company under adherence of Section 134 of the Companies Act, 2013 and rules made there under. Directors have constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Mr. Parasmal Doshi. The details of Committee and its charter are set out in Corporate Governance Report forming part of this annual report. Further, there are no such risk which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis report which forms part of this Annual Report.

- EXTRACTOF ANNUAL RETURN

The details forming part of extract of Annual Return in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, is included in this Board’s Report as “Annexure-C” and forms an integral part of this report.

- PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 and rules made there under are shown under Note No. 38 in the notes to the financial statements.

- NUMBEROF MEETINGS

During the year, four Board Meetings were held, with gap between meetings not exceeding the period prescribed under the Act; Description regarding the number of the Board and Committees meetings held during the financial year 2014-15 forms part of Corporate Governance Report.

- RELATED PARTIES TRANSACTION

Pursuant to Section 188 of the Companies Act, 2013 and Rules made there under all the transactions entered with related parties during the financial year 2014-15 were on arm''s length basis and in the ordinary course of business except two. Further the transactions requiring disclosure are stated in Form AOC-2 as “Annexure-D” and forms integral part of this Board Report. Further, there are no other Material Related Party Transactions during the year under review with the promoters, directors and key managerial personnel. Further, the details of Related Party Transactions are shown under the Note No. 43 to the financial statements.

The policy on materiality of Related Party Transactions and dealing with related party transaction has been approved by the board and may be accessed on the Company''s web site at the link.

http://www.indothai.co.in/Admin/Investors/Sharehol

ders/Policy%20on%20Related%20Party%20Transa

ctions 09.08.2014.pdf

- CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company had constituted the Corporate Social Responsibility Committee under the Chairmanship of Mr. Parasmal Doshi, Whole-time Director cum Chief Financial Officer of the Company in order to conduct and review Corporate Social Responsibility activities. The composition of CSR Committee has been stated under Corporate Governance Report; Details relating to formation of CSR Policy and its content has been disclosed in “Annexure-E” and set out to be part of Board''s Report. The CSR policy may be accessed on the Company''s w e b s i t e a t t h e l i n k . http://www.indothai.co.in/Admin/Investors/Shareholde rs/Corporate%20Social%20Resposibility%20Policy 1

0.11.2014.pdf

The Company has not crossed the threshold limit to implement the CSR. Hence, investment in CSR is not applicable to the Company during the Financial Year.

- VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Board had adopted Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and The Companies (Meetings of Board and Its Powers) Rules 2014 and Clause 49 of the Listing Agreement. The policy provides for a -framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Vigil Mechanism and Whistle Blower Policy of your Company have been outlined in Corporate Governance Report which forms part of this annual report.

The Vigil Mechanism Policy may be accessed on the Company''s web site at the

http://indothai.co.in/Admin/Investors/Shareholders/ Vigil%20Mechanism%20Policy 10.11.2014.pdf

- NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Clause 49 (IV) (B) (1) of the Listing Agreement, the Company had formed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and employees of the company in order to pay equitable remuneration to Directors , KMP''s and other Employees of the company. The composition of Nomination and Remuneration Committee has been given under corporate governance report forming part of this annual report and Remuneration Policy has been stated in “Annexure-F” set out to be part of Board''s Report.

The policy may be accessed on the company''s website at the link :

http://www.indothai.co.in/Admin/Investors/Sharehol ders/Policy%20on%20Remuneration%20of%20Dire ctors.%20KMPs%20and%20other%20employees 0

9.05.2014.pdf

- AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Company had formed the Audit committee under the Chairmanship of Mr. Om Prakash Gauba. The composition of Audit Committee has been stated under Corporate Governance Report and forms an integral part of report. All recommendations made by Audit Committee were accepted by Board. The role of the Committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws.

- HUMANRESOURCE

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Only with their participation we manage to achieve a healthy work culture, transparency in working, fair business practices and passion for efficiency. Thus development of human resources at all levels is taken on priority to upgrade knowledge and skill of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Company''s ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other. In view of this, various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as functional capabilities in order to meet future talent requirements and to enhance business operations. Industrial relations were cordial throughout the year.

- MATERIAL CHANGES

- During the Financial Year 2014-15 one of the branch of Company located at “1st & 2nd Floor, Plot No. 248, Manji Ka Hatha, Paota, Jodhpur (Rajasthan)” has been closed and stopped its operations from 04.03.2015.

- Due to transfer of 100% shareholding held by Indo Thai Securities Limited in M/s Indo Thai Fincap Limited (the Wholly Owned Subsidiary of Indo Thai Securities Limited), Indo Thai Fincap Limited (ITFL) has been ceased to exist as subsidiary of Indo Thai Securities Limited w.e.f. 27th December, 2014. Further, Mr. Dhanpal Doshi, Mr. Parasmal Doshi and Mr. Om Prakash Gauba has resigned from Board of aforesaid Company (M/s Indo Thai Fincap Limited) from the date of 19.12.2014.

- There have been no material changes during the Current Financial Year 2015-16 and commitments, affecting the financial position of the company which have been occurred between the end of financial year 2014-15 of the company to which the financial statement relate and the date of report; and there has been no changes in the nature of business.

- PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual

Report under “Annexure-G” Median Remuneration.

There were no such employees drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month during the financial year 2014-15,hence the information required under Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be disclosed.

- SURRENDER OF MEMBERSHIP OF UNITED STOCK EXCHANGE OF INDIA LIMITED

The matter for application for surrender of membership of United Stock Exchange of India Limited (USE), which was considered in 19th Annual General Meeting of the Company, the same has been approved by SEBI vide its letter dated on 7th April, 2015.

- GENERAL

Other disclosures related to financial year 2014-15:

- Your Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.

- Your Company does not issue with differential as to dividend, voting or otherwise.

- Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from the Subsidiary of your Company.

- There were no such incident occurred in relation to sexual harassment of Women at workplace (Prevention, Prohibition And Redressal) Act, 2013.

- PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision relating to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption does not apply to the Company because the Company does not carry any manufacturing process/activities during the financial year 2014-15 and there has been no earnings and outgo in foreign exchange during the financial year 2014-15.

- SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

During the Financial Year 2014-15, there were no significant or material orders were passed by the Regulators or Courts or tribunals which affect the going concern status of the Company and its operations in future. Although some penalties were imposed by the Regulatory Bodies, the details of such penalties are stated under Corporate Governance Report which is a forming part of this annual report.

- APPRECIATION

During the Financial Year 2014-15, National Stock Exchange of India Limited has been honored by the ''CII-EXIM Bank Award for Business Excellence Prize: 2014'' and on this occasion NSE has acknowledged and appreciated the support of some renowned Broker Members for letting NSE to achieve such award, and your Company is one of them.

- GRATITUDE & ACKNOWLEDGEMENT

Your Board would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and all the other Stakeholders for their confidence and trust. They have reposed in the Company. Your Board similarly expresses gratitude for the assistance and co-operation extended by SEBI, BSE, NSE, MCX-SX, USE, CDSL, RBI, MCA, ROC, Central Government and Government of various States and other Regulatory Authorities. Your Board acknowledges appreciation for the invaluable support provided by the Auditors, Lawyers, Consultants and Investors.

Your Board wishes to sincerely thank all its Clients & Shareholders for their patronage. Your Board records with sincere appreciation for the valuable contribution made by Employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

Date : July 25, 2015 By order of the Board of Directors

Place : Indore Indo Thai Securities Limited

Sd/-

Parasmal Doshi

(Chairman cum Whole Time Director cum CFO)

DIN : 00051460

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report and Audited Statement of Accounts of the company for the financial year ended 31st March 2014.

* financial highlights

The financial performance of Company is summarized below (Rs. in Lacs)

Particulars F.Y. : 2013-2014 F.Y. : 2012-2013

Revenue from Operations 1880.45 697.44 Other Income 229.44 304.18 Total Income 2109.89 1001.62 Total Expenditure (Including Exceptional Items) 2016.74 997.77 Profit Before Tax (PBT) 93.15 3.85 Provision for Income Tax 24.64 0.59 Profit After Income Tax 68.51 3.26 Surplus brought forward from previous year 213.36 210.07 Amount available for appropriations 281.87 213.36 Earnings Per Share 0.69 0.03

* COMPANY''S PERFORMANCE/REVIEW OF OPERATIONS

Your Company has successfully completed another year of its operations. Despite the difficult market conditions, the Company had earned Profit this year. Your Company is a corporate member dealing in the business of stock and share broking, depository service. The Financial performance of your company during the financial year ended 31st March, 2014 remained healthy. Revenue growth has been driven by increase in operational income. The Net Worth of your company as on 31st March, 2014 was Rs. 36,68,02,277/- as against Rs. 35,99,51,351/- in previous year.

* Standalone

On a Standalone basis, your Company earned a higher Profit Before Tax (PBT) of Rs. 93.15 Lacs as against Rs. 3.85 Lacs in the previous year.

The Operating Revenue (including Sales of Shares) was higher at Rs. 1880.45 Lacs, as against Rs. 697.44 Lacs in previous year reporting an increase of approx 170%. The Operating Revenue was higher mainly on account of improved operational performance and favorable market conditions. Your Company has reported a Profit After Tax (PAT) of Rs. 68.51 Lacs as against Rs. 3.26 Lacs for the previous year.

During Financial Year 2013-14, due to higher earnings after full year''s appropriation, the Earnings Per Share was at Rs. 0.69 as against Rs. 0.03 in the previous year.

* Consolidated

On a Consolidated basis, the Operating Revenue was higher at Rs. 1880.45 Lacs, as against Rs. 697.44, an increase of approx 170%. The increase in the Consolidated Operating Revenue was primarily on account of the higher revenue generated.

The Consolidated Profit after Tax at Rs. 86.50 Lacs is higher as compared to the previous year which stood at Rs. -6.99 Lacs. During Financial Year 2013-14, due to higher earnings after full year''s appropriation on, the Earnings Per Share was at Rs. 0.48 as against Rs. -0.07 in the previous year.

* DIVIDEND

The Company has been continuing its expansion drive and would require substantial outflow of funds. Further after looking towards future opportunities and considering other factors, your directors believe for the betterment of the company and growth in terms of capital appreciation, fund should be re-invested into the company.

In order to further consolidate your Company''s position, your Board proposes to employ the surplus resources to augment capital requirements, and does not recommend a dividend for the financial year 2013-2014 (hereinafter referred to as ''current financial year'').

* FUTURE OUTLOOK

With the gradual weaning away of the economic slowdown witnessed last year, business conditions have improved substantially during recent months and the Indian financial sector, with the rest of the economy has shown remarkable signs of recovery and resurgence. Following the global financial markets in the previous financial year, the current financial year was a year for your company to take steps for a recovery and confidence building. These steps seem to have paid off for Corporate India with companies declaring good results. Financial markets are expected to grow; however, uncertain global economic environment, inflation and competitive intensity continue to pose challenges. While the near term conditions pose a challenge for the economy, the medium to longer term secular trends based on rising incomes, aspirations, low consumption levels, etc. are positive and an opportunity for the Financial sector in general and for your Company in particular.

With a stable Government at the Centre, activity levels in the Indian capital markets have increased significantly and the benchmark Sensex and Nifty have gained significantly and touched the high level 26300.00 and 7840.95 respectively on July 25, 2014. Market volumes have also seen an increase during this period. The retail segment has still some concern on direct Equity as an asset class. This is visible in day to day traded volumes on Stock Exchanges. Full participation from this segment will result in enhanced business for your Company and your Company is focused in this direction. There are a host of changes in regulations being introduced by the Securities and Exchange Board of India with special emphasis on investor service and protection. Your Company has always been focused on customer service and would be able to comply with these requirements. Competition has intensified with margins coming under severe pressure. Your Company is taking all necessary steps to meet these challenges among others to build leadership position in the industry. On the global front there are still doubts on the economic scene with news of inability to service/ repay sovereign debt by certain countries coming in from time to time. However, the financial crisis in Europe is a matter of concern, since it may have a dampening effect on the Indian equity markets.

* DIRECTORS

Mr. Sanjay Parmar who was appointed as Non Executive Independent Director of the Company since 20th August, 2010, has resigned on 20th April, 2013 from the post of Directorship due to his pre occupation.

Mr. Sukrati Ranjan Solanki was appointed as an Additional Director (Non-executive Independent Director) with effect from 06th May, 2013, and was appointed as Non-executive Independent Director of the Company liable to retire by rotation at the 19th Annual General Meeting by the members.

Except above there are no changes in the Directorship of the Company during the year under review.

Shri Om Prakash Gauba, Shri Sunil Kumar Soni, Shri Sukrati Ranjan Solanki are the Independent Directors of the Company and they shall be appointed in terms of provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement. Company has received Declaration from them as ''Certificate of Independence'' pursuant to the provisions of sub-section (6) of Section 149 of Companies Act, 2013 on 1st April, 2014. These Directors are proposed to be appointed at the 20th Annual General Meeting, due to changes arising from the implementation of the Companies Act, 2013.

Further as per the special provisions under Section 149 read with rule 3 of The Companies (Appointment and Qualification of Directors) Rules 2014, every listed company shall appoint at least one woman director. Smt. Shobha Santosh Choudhary is proposed to be appointed as Independent Director. She has given Declaration of Independence confirming that she meet the criteria of independent director as envisaged in the Companies Act, 2013 and Clause 49 of the Listing Agreement Mr. Rajendra Bandi is the Director liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. The Board recommends Director''s appointment/re-appointment at ensuing Annual General Meeting and brief resume of the Directors proposed to be appointed/reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated under Clause 49 of the Listing Agreement of Stock Exchange are provided in the Explanatory Statement to the Notice of the 20th Annual General Meeting.

* KEY MANAGERIAL PERSONNEL

Mr. Deepak Sharma who was tendering his services as Accounts Manager has been appointed as Chief Financial Officer (herein after ''CFO'')w.e.f. 09th May 2014, as defined under Section 2(19) and falls under Section 2(51) as "Key Managerial Personnel", as is made compulsory for every listed Company.

Mr. Anurag Kumar Saxena was appointed as Company Secretary and tendering his services since 16th November 2009 as Company Secretary cum Compliance Officer of the Company. He is responsible to ensure compliance with applicable statutory requirement and to advice and assist the Board for Company''s conduct of affairs and for effective decision making of Board.

* RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm and declare that they have taken all reasonable steps, as are required, to ensure that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

ii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

iv) They have prepared the annual accounts on a going concern basis.

* AUDITORS & AUDITORS'' REPORT

M/s S. Ramanand Aiyar & Company, Indore retires at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Company has received a confirmation from the Statutory Auditors to the effect that their re-appointment, if made, would be within limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

The notes on Financial Statements referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments. There are no qualifications in the Auditors'' Report.

* PUBLIC DEPOSITS

Your company has not accepted any deposits from the public falling within the purview of Section 58A and 58AA of the Companies Act, 1956. As such there was no principal or interest outstanding as on the date of the balance sheet. * CORPORATE GOVERNANCE AND CODE OF CONDUCT

Your Company is committed for highest standard of Corporate Governance in adherence of SEBI and Listing Agreement norms. Pursuant to Clause 49 of the Listing

Agreement with the Stock Exchanges, a Report on Corporate Governance is given as annexure to this Report. A certificate from the Practicing Company Secretaries, confirming compliance by the Company of the conditions of Corporate Governance as provided in Clause 49 of the Listing Agreement is also annexed to this Report as "Certificate on Corporate Governance". Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the CEO & MD regarding compliance by Board Members and Senior Management, Officers And Employees of the Company with the Code of Conduct for the year ended March 31, 2014 is annexed as ''Certificate on Adherence With Company''s Code of Conduct'' to this Annual Report.

Disclosures required in accordance with Sub-section IV, Section II of Part II of Schedule V of Companies Act, 2013 regarding remuneration package of executive directors seeking re-appointment; their service contract, notice period etc. are made in the Explanatory Statement of Notice of 20th Annual General Meeting in Item No. 8, 9 & 10 under the para of terms and condition of appointment.

* MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated Under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate Section forming part of this Annual Report.

* ENHANCEMENT OF BUSINESS OPERATIONS

Your Company is in process to expand its business in India by way of setting-up of new Branches, Terminal Locations, Authorised Person Locations. Recently, your Company had opened a new Branch at Jodhpur (Rajasthan).

* SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Indo Thai Fincap Limited (ITFL) and Indo Thai Realties Limited (ITRL) are the subsidiaries of your Company with effect from 27th February, 2013 & 1st March, 2013 respectively. The Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under Note No. 37 to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

Indo Thai Fincap Limited has made an application to Reserve Bank of India (RBI) to register the Company as Non Banking Financial Institution (NBFI) and to obtain Certificate of Registration under section 45-IA of RBI Act, 1934 and made all necessary correspondence with the RBI. But ITFL has received a letter from RBI, wherein RBI has returned the application of ITFL with some remarks. After, all necessary steps taken by the ITFL in this regard, M/s Indo Thai Fincap Limited has decided to rescind its decision to get Certificate of Registration from RBI under Section 45-IA of RBI Act, 1934 and not interested to submit said application again. Furthermore, the fund of Rs. 2,11,00,000/- (Rupees Two Crore Eleven Lacs) which was invested by Indo Thai Securities Limited in ITFL are trapped and it is not fruitful for the Company. Therefore, Company is in the planning to make disinvestment from Wholly Owned Subsidiary M/s Indo Thai Fincap Limited and release its trapped fund for future growth.

Indo Thai Realties Limited was incorporated on 01.03.2013 as Wholly Owned Subsidiary and Indo Thai Securities Limited has invested Rs. 7,97,87,000/- (Rupees Seven Crores Ninety Seven Lacs Eighty Seven Thousand only) as a subscription to the Memorandum of Association. Mr. Parasmal Doshi, Mr. Dhanpal Doshi and Mr. Om Prakash Gauba were the First Directors of Indo Thai Realties Limited. Later on Mr. Dhanpal Doshi resigned from the Board on 28.02.2014 and two new directors Mr. Mayur Rajendrabhai Parikh and Mr. Saurabh Oswal have joined the Board as Additional Directors w.e.f. 28.02.2014. Ms. Shikha Komal Jain was appointed as Company Secretary of Indo Thai Realties Limited w.e.f. 20.01.2014.

* SURRENDER OF MEMBERSHIP OF UNITED STOCK EXCHANGE OF INDIA LIMITED

Your Company was a trading member of United Stock Exchange of India Limited (USE) in Currency Derivative Segment since 22.09.2010, but from the date of obtaining such membership company did not make any trade through United Stock Exchange of India Limited (USE), therefore the Company has decided to surrender of membership of USE as it will be in the interest of the Company. This matter was considered in last Annual General Meeting of the Company and members'' approval also taken on the same. The surrender application of membership moved to United Stock Exchange of India Limited is still pending with USE/SEBI.

INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY

A system of strict internal control, including suitable monitoring procedures has always believed that transparency, systems and controls are important factors in the success and growth of any organization. The Company has an adequate system of internal control supported by an extensive programme of internal control; and systems are established to ensure that financial and other records reliable for preparing financial statements. This department assumes great significance given the size, scope and rapid rate of growth of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Internal Audit Reports and significant Audit observations are brought to the attention of the Audit Committee of the Directors. The internal controls existing in the company are considered to be adequate vis-a-vis the business requirements. Your Company ensures adequacy with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

* INTERNAL AUDITORS

The Company has appointed M/s Abhijeet Jain & Associates, Chartered Accountants for conducting Internal Audit of the Company for the financial year 2014-15. The purpose of this internal audit is to examine that the processes and procedures followed and the operations carried out by the company are according to the prescribed norms. The Internal Auditors reviews the adequacy and efficiency of the Company''s financial statement and also conducts periodic audit of various functions of the Company so as to provide true and fair view of the company''s financial position.

In accordance with the circulars issued by SEBI, the Company has appointed M/s SPARK & Associates (Formerly Known As Harish Dayani & CO.) for conducting an Internal Audit of stock broking and depository participant operations, regulatory compliance audit and system audit. The purpose of this internal audit is to examine that the processes and procedures followed and the operations carried out by the Company meet with the requirements prescribed by stock exchanges and SEBI for Trading Members/Clearing Members. The Auditors reviews the adequacy and efficiency of the Company''s internal controls and also conducts periodic audit of various functions of the Company.

Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company.

* HUMAN RESOURCES

Your Company continuously strives to foster a culture of high performance. Your Management has infused a lot of rigor and intensity in its people development processes and in honing skill sets. Your Company is putting in place the various human resource policies and assigning personnel for the same.

The biggest strength of the Company has always been its people. Only with their participation we manage to achieve a healthy work culture, transparency in working, fair business practices and passion for efficiency. Thus development of human resources at all levels is taken on priority to upgrade knowledge and skill of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Company''s ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other.

Constant focus on the Human Resources dimension is an integral part of the company''s values. Attracting, retaining and developing our workforce to meet the current and future needs of our business are a key focus area. The organization is committed to achieve the above through comprehensive interventions in training and development, providing career growth opportunities and creating an entrepreneurial culture.

* RISKS AND CONCERNS/INSURANCE

The Company''s operations are prone to general risks associated with economic conditions, change in Government regulations, tax regimes, other statutes, financial risks and capital market fluctuations.

To cover the risk arising from operations, your company has taken Brokers Indemnity Insurance Policy for exchange(s) and In addition, assets of the company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Policy, Burglary B.P., Electronic Equipment Insurance, Vehicle Insurance Policy. To avoid large negative effect on the company''s operations due to sudden loss of Keyman, Company had also taken Key Man Insurance Policy.

* PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not carry out any manufacturing activities, particulars to be disclosed with respect to conservation of energy and technology absorption under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. During the year under review there has been no earning and outgo in foreign exchange.

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. The company has no specific Research & Development department. There are no foreign exchange earnings or out go during the year under review.

* E-VOTING

As Ministry of Corporate Affairs (MCA) has made it mandatory to provide facility of Electronic Voting to its Shareholders for resolutions which is/are intends to pass and obtain approvals of shareholders through Postal Ballot or at the venue of AGM/EGM, therefore in this regard the Company has taken initiative to fulfill the obligations considering future requirements as laid down by the MCA. Your company has executed tripartite agreement with CDSL in this regard.

* PARTICULAR OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended.

* LISTING & DEPOSITORY FEE

Your Company got honour of Listing at two national level stock exchanges (i.e. BSE Limited and the National Stock Exchange of India Limited) and Company''s equity are available for trading from listing date (i.e. 02.11.2011). The Annual Listing Fee for the year 2014-15 has been duly paid by the Company to BSE & NSE according to the prescribed norms and regulations.

Company has also paid Annual Custody Fee to NSDL, Issuer Fee to CDSL for the financial year 2014-15.

* ENHANCING SHAREHOLDER VALUE

The Company accords top priority for creating and enhancing share holder value. All the Company''s operations are guided and aligned towards maximizing shareholder''s value. Efforts have been made for capacity expansion and cost reduction measures are taken up to enhance the growth in revenue and profitability.

* FINES AND PENALTIES

NSE has imposed a total penalty of Rs. 15000 for 4 instances during the financial year 2013-14 in respect of periodic call auction wrongly executed by Clients in illiquid scrips with reference to SEBI circular no. CIR/MRD/DP/6/2013 and Exchange circular no. NSE/SURV/17/2013. NSE has also imposed penalty of Rs. 1500 each for adverse findings reported in Internal Audit Report for half year ended on March 2013 and September 2013. The same is accepted by management and corrective action taken thereon.

BSE has imposed penalty of Rs. 1500 each on adverse findings reported in Internal Audit Report for half year ended on September 2012 and March 2013. The same is accepted by management and corrective action taken thereon. A further penalty of Rs. 10,000 was imposed in respect of Inspection of Books of Accounts and other documents by BSE for not settling accounts of clients on a monthly/quarterly basis which was paid by Company.

In respect of our suo moto filed Petition(s) CA 317/2012, CA 318/2012, CA 319/2012 u/s 621A of the Companies Act, 1956 (Compounding of Offences), The Company Law Board, Mumbai has imposed penalty of Rs. 15000, Rs. 7500, Rs. 40000 respectively each for all four applicants including Company and its three Directors at hearing held on 08.11.2013. Such penalty has been paid on 13.11.2013.

Securities and Exchange Board of India has also imposed a penalty of Rs. 500000/- U/s 15HB of SEBI Act under Adjudication Order dated 16.05.2014 issued in the matter of Magma Fincorp Ltd., which has been paid on 30th June 2014.

* SURVEY BY INCOME TAX TDS CIRCLE

TDS of Income Tax Department has conducted a survey proceeding U/s 133A of the IT Act, 1961, at Company''s Registered Office and its two branches on 03.10.2013 and Company has submitted all documents demanded by the TDS Department.

* GREEN INITIATIVES

The colour ''green'' is the colour of responsibility towards the environment. It signifies the correlation between human behavior and nature. The Green Initiative strongly support and promote environment related initiatives. This Initiative will bring the sustainable technologies into the mainstream and which will help us become more energy independent. As a bright and a green tomorrow await us, it is our responsibility and opportunity to join hands and create a success story for India. Since 2012, we followed sustainability initiatives with the aim of going green and minimizing our impact on global environment. In the present scenario of climate change and Global warming, your company is taking further step towards paperless compliance by sending various documents, (i.e. Annual Report, Proxy Form and other Notices) to the shareholders/members through electronic mode as it will keep our earth/ environment green and safe.

Members are requested to appreciate and participate into the ''Green Initiative'' by register/update their e-mail address with Depository Participants. Moreover any Member of the company will be entitled to receive all such communication in physical form, upon request. Please note that these documents will also be available on the Company''s website www.indothai.co.in for download by the Shareholders.

* APPRECIATION

During the year under review, NSE has celebrated its 20th Anniversary and on this occasion it has awarded Silver Plate (Trophy) to selected broker companies; and you will be glad to know that your Company was one of them.

* ACKNOWLEDGEMENTS

It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with clients interests.

Your Directors would like to express their gratitude and its sincere appreciation for all the guidance and cooperation received from various regulatory authorities including, Securities and Exchange Board of India, Central Depository Services (India) Limited, National Securities Depository Limited, National Stock Exchange of India Limited, BSE Limited, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies and all other Government & Regulatory Authorities; and to thank its Shareholders, Clients, Bankers, Lenders, Business Associates and Employees for the continuous support given by them to the Company and for their confidence in its management. Your Directors also wish to extend a special thanks to the employees at all levels, which have exhibited the qualities of perseverance, teamwork and enthusiasm and have enabled the Company to achieve exceptional business growth.

Date : August 09, 2014 By order of the Board of Directors Place : Indore Indo Thai Securities Limited

Sd/- Parasmal Doshi (Chairman & Whole-time Director)

---

Mar 31, 2013

To, Dear Stakeholders,

The take pleasure in presenting the 19th Annual Report and the Audited Financial Statement of the Company for the Financial Year ended March 31, 2013.

1. FINANCIAL PERFORMANCE (Standalone)

The standalone financial results for fiscal 2013 are summarized as under.

(Rs. in Lacs)

Particulars F.Y. : 2012-2013 F.Y. : 2011-2012

Income from Operation 638.45 413.79

Other Operating Income 58.99 27.51

Other Income 304.18 158.25

Total Income 1001.62 599.55

Total Expenditure (Including Exceptional Items) 997.77 566.94

Profit Before Tax (PBT) 3.85 32.61

Provision for Income Tax 0.59 12.43

Profit After Income Tax 3.26 20.18

Surplus brought forward from previous year 209.71 189.53

Amount available for appropriations 212.97 209.71

Earnings Per Share 0.03 0.26

2. REVIEW OF OPERATIONS

Financial Performance shows that the total Revenue of the company rose to Rs. 1001.62 Lacs for the year ended March 31, 2013 in comparison of Rs. 599.55 Lacs in preceding Financial Year. Total expenses of the company increased by Rs. 430.83 Lacs in financial year ended 31st March 2013 as compared to last financial year.

This year the scenario of Capital Market is assorted but owing to lack of participation of retail investors, earnings of your company was under pressure, consequently profit of the company for financial year ended on March 2013 has been declined as compared to past year profit and earns Net Profit of Rs. 3.26 Lacs in comparison to Last Financial years'' Net Profit of Rs. 20.18 Lacs.

The Earning Per Share (EPS) is also affected and EPS work out Rs. 0.03 for the year 2012-13 on the face value of Rs.10/- compared to Rs. 0.26 for the previous year.

With the transfer of Retained Earnings in the Reserve and Surplus account, the net worth of your Company as on 31st March 2013 was Rs 3599.51 Lacs as compared to Rs 3596.23 Lacs in previous year.

During the year your company has paid-off all its Long Term Borrowings, consequently your company becomes debt free company.

3. DIVIDEND

With Objective of long term value creation for the shareholders, your Directors have recommended conservation of internal resources in place of divided distribution.

4. FUTURE OUTLOOK

Your Company wants to start new facility for their client that is margin funding facility. For margin funding facility your company has incorporated a new company M/s Indo Thai Fincap Limited as Non Banking Financial Company (NBFC) and to initiate its operation such company is approached to the Reserve Bank of India (RBI) and submitted an application to RBI for their approval.

In accordance with Global Market Scenario and the turnover of Currency Derivative Market Segment (CDS), your company wishes to give more focus in Currency Derivative Market Segment for the reason that in preceding financial year CDS has earn 10 times more turnover/profit in comparison to capital market. The turnover of CDS witnessed a multifaceted growth, so the company is looking for better business opportunity.

5. DIRECTORS

Mr. Sukrati Ranjan Solanki, was appointed as an Additional Director (Non-executive Independent Director) with effect from 06th May, 2013, whose office as such expires at the conclusion of forth coming Annual General Meeting. Your Directors recommend his appointment as Non-executive Independent Director of the Company at the ensuing Annual General Meeting by the members.

Mr. Sanjay Parmar who was appointed as Non Executive Independent Director of the Company since 20th August, 2010, has resigned from the post of Directorship due to his pre occupation with effect from 20th April, 2013.

The Board expresses its sincere appreciation and gratitude to the out going Director for his valuable assistance and advice rendered by him during the tenure of his association with the Board.

Mr. Om Prakash Gauba and Mr. Sunil Kumar Soni, Directors of the company retire by rotation at ensuing Annual General Meeting (AGM). The retiring Directors being eligible have offered themselves for reappointment by the members at the said Annual General Meeting. A brief resume of Mr. Om Prakash Gauba and Mr. Sunil Kumar Soni is attached with this Report .

The Board recommends the appointments/re- appointment of all the aforesaid Directors.

Except above no other change in the Directorship of the Company during the year under review.

6. RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm and declare that they have taken all reasonable steps, as are required, to ensure that

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis.

7. AUDITORS & AUDITORS'' REPORT

M/s. S. Ramanand Aiyar & Company, Indore retires at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re- appointment. The Company has received a confirmation from the Statutory Auditors to the effect that their re-appointment, if made, would be within limits prescribed under section 224(1B) of the companies Act 1956.

With reference to observations made in Auditors'' Report, the notes of the accounts are self explanatory and therefore do not call for any further comments. There are no qualifications in the Auditors Report.

8. PUBLIC DEPOSIT

Your company has not accepted any deposits from the public falling within the purview of Section 58A and 58AA of the companies Act 1956. As such there was no principal or interest outstanding as on the date of the balance sheet.

9. CORPORATE GOVERNANCE

A detailed report on Corporate Governance forms part of this Annual Report. Your Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate issued by Practicing Company Secretary on compliance with Corporate Governance requirements by the Company is attached to the report on Corporate Governance.

10. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated Under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the annual report.

11. CODE OF CONDUCT

As per the Listing Agreement with the Stock Exchanges, the declaration signed by the Managing Director and CEO affirming compliance with code of conduct by Directors, Senior Management and Employees, for the Financial Year 2013 is annexed and form part of the Corporate Governance Report.

12. RECONCILIATION OF SHARE CAPITAL AUDIT

As per Securities and Exchange Board of India (SEBI) norms, Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.

13. POSTAL BALLOT

Company has modified the terms of utilization of IPO proceeds as mentioned in the ''Object of the Issue'' in the Prospectus, so as to achieve sustainable growth of the Company. Therefore company has obtained the approval of shareholders by special majority through Postal Ballot Procedure. The revised and modified schedule of utilization of IPO proceeds are as follows:

(Rs. In Lacs)

Sr. No. Purpose Amount Stated Revised In The Prospectus Amount

1 Expansion And Upgradation of Our Existing Branches And Set Up Network of Branches 200.00 2.13

2 Purchase And Set Up of Office Space For Mumbai Regional Office 400.00 0.00

3 Purchase & Set Up of Office Space For Corporate Office 400.00 200.00

4 Brand Building And Advertisement 300.00 25.00

5 Augmenting Working Capital Requirement 1000.00 1100.00

6 General Corporate Purpose 494.08 667.97

7 Public Issue Expenses 165.92 167.03

8 Investment in Wholly Owned Subsidiary Company(ies) engaged in 797.87 acquiring land, premises, or in any way building space for the Company on ownership / lease basis and its funds management

Total 2960.00 2960.00

The object for ''Augmenting Long Term Working Capital Requirement'' has also been revised as ''Augmenting Working Capital Requirements''; and revised object is as follows:

a) Augmenting Working Capital Requirements by using ''Working Capital'' term as Assets excluding Fixed Assets minus Liabilities;

b) Including maintaining adequate level of margin with stock exchanges to undertake business in equities & derivatives, fund will be utilized for funding activities which includes "Margin Funding" as per exchange norms through NBFC;

c) Capital Infusion in group Company(ies) by way of acquisition of shares. Giving ICD & Loans to companies including group companies. And investment in any listed and unlisted companies;

d) Funds may be used in pro-trading and results thereof.

14. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has acquired and subscribed to equity shares representing 100% of the paid-up equity share capital of Indo Thai Realties Limited (ITRL) and Indo Thai Fincap Limited (ITFL). As a result of this, ITRL and ITFL have become subsidiaries of the Company pursuant to Section 4 of the Companies Act, 1956, with effect from 27th February, 2013 & 1st March 2013 respectively.

The Ministry of Corporate Affairs, Government of India, has granted a general exemption to companies, by General Circular No.2/2011 dated 8th February, 2011, under Section 212 (8) of the Companies Act, 1956, from attaching individual accounts of subsidiaries with their annual reports, subject to fulfilment of certain conditions. Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2013.

However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under Note No. 39 to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. The Company management reaffirms that internal control systems and procedures in the Company are commensurate with nature and size of its business and are regularly reviewed and updated by incorporating changes in regulatory provisions to ensure that not only the assets of the Company are safeguarded and protected against any loss, but all the transactions are properly accounted and that they meet the test of legal compliance.

Apart from regular review and monitoring the internal control systems and procedures by the Company''s Internal Control Department, a Chartered Accountants firm M/s Abhijeet Jain & Associates is conducting Concurrent Audit of all operational activities of your Company to ensure complete checks and balance at regular intervals. This provides reasonable assurance to the effectiveness of the internal control systems and procedures and reliability of financial reporting.

16. HUMAN RESOURCE MANAGEMENT

Indo Thai Securities Limited believes in sound employee policies and practices. Individual performance assessment systems were implemented to encourage merit and innovation. Roles and responsibilities were defined across levels. A well-drawn recruitment policy and performance based compensation policy enabled the employees to enhance a sense of ownership.

17. INSURANCE

Your company has taken Brokers Indemnity Insurance Policy for exchange(s) and insurance policy for securities in DP to cover the risk arising from operations, and different kinds of policies i.e. Standard Fire and Special Perils Policy, Burglary B.P., Electronic Equipment Insurance, Vehicle Insurance Policy are also taken for covering the Company''s properties.

18. SATISFACTION OF CHARGE

The Company was enjoying Bank Guarantee (BG) facility of Rs. 4,90,00,000/- from Bank of India, R.N.T Marg Branch Indore, but Board of Directors felt that there is no need to retain such facility because of Company is already enjoying BG & other facilities from Indusind Bank, Indore. Due to that reason no need to carry such bank guarantee facility which was under registration of charge. In this view company had discontinued such facility from the Bank of India and got satisfied the charge created or modified time to time with Registrar of Companies.

19. OPENING AND MERGER OF BRANCHES

Company targeted the Gujarat State to spread the business operations of the company because Gujarat is a business hub of India and retail participation is much higher than other states, in this connection a new branch was opened in the Ahmedabad which is located at 307, Samedh Building, Near Associated petrol Pump, C.G. Road, Ahmedabad.

During the last financial year Company has merged its one branch situated at 138, Ist Floor M.T. Cloth Market, Govardhan Chowk, Indore (M.P.) with another existing branch located at Shop No. 5, Ground Floor, Plot No. 4, Ratan Ganga Complex, Scheme No. 47 Sapna Sangeeta Road, Indore (M.P.). Company has also change the status of its another branch located at E-20, Raj Talkies Complex, Chhawani, Indore (M.P.) into Authorised Person.

20. PARTICULAR OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, as amended.

21. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

The company has no specific Research & Development department. There are no foreign exchange earnings or out go during the year under review.

22. GREEN INITIATIVES

For maintaining the planet Earth evergreen and in accordance with the MCA circular"Green Initiative in the Corporate Governance", your company wants to send various notices and documents, including Annual Report, to its shareholders through electronic mode to the registered e-mail addresses of shareholders. We are thinking that you will co-operate with the Company and consider the importance of such circular. We request you to register your e-mail ID with your depositories to get annual reports and other communications through email instead of paper mode. Members are requested to appreciate by participating into the ''Green Initiative'' taken by MCA and register/update their e-mail address with your Depository Participant. Moreover any Member of the company will be entitled to receive all such communication in physical form, upon request. Please note that these documents will also be available on the Company''s website www.indothai.co.in for downloading by the shareholders.

23. AWARDS AND ACCOLADES

During the year your company got two Certificates of Appreciation from National Stock Exchange of India Limited for outstanding efforts in promoting Gold Exchange of India Traded Funds (Gold ETF) during Akshay Tritiya and excellent support during the special trading session on the auspicious event of Dhanteras. Your company also participated in Investothon 2012 organized by NSE and got honored as Most Shareholders Award.

24. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their sincere thanks to the valued clients, investors, business associates and Bankers for their support, cooperation and guidance. We also thank various Stock Exchanges and governing agencies for support extended by them. We also wish to place on record appreciation of the committed service rendered by all the employees of the company at all levels.

For & on behalf of the Board Indo Thai Securities Limited

Sd/-

Date : July 22, 2013 Parasmal Doshi

Place : Indore (Chairman)

---

Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of Indo Thai Securities Limited along with the Audited Financial Statement for the Financial Year ended March 31, 2012.

1. FINANCIAL RESULTS

The financial performance for fiscal 2012 is summarized in the following table.

(Rs. in Lacs)

Particulars F.Y. -2011-2012 F.Y. -2010-2011

Income from Brokerage 211.34 366.55

Income from Depository operation 10.45 12.49

Sales 277.21 27.34

Other Operating Income 17.06 59.05

Other Income 158.24 49.69

Total Income 674.30 515.12

Total Expenditure (including exceptional items) 641.70 352.28

Profit Before Tax(PBT) 32.60 162.84

Provision for Income Tax 12.42 56.30

Profit After Income Tax 20.18 106.54

Surplus brought forward from previous year 189.53 482.99

Amount available for appropriations 209.71 189.53

Earnings per share (In Rs.) 0.26 1.78

Financial Results of the company shows that income of our company has been increased as compared to previous year. The total income for the year increased from Rs. 515.12 Lacs to Rs. 674.30 Lacs.

This year we have complied Accounting Standard 15 "Employee Benefit" in respect of gratuity provision and due to own account trading losses company's profit has been declined as compared to past year profit. Due to increase in equity base the Earning Per Share (EPS) for the year 2011 -12 on the face value of Rs. 10/- work out to Rs. 0.26/- compared to Rs. 1.78/- for the previous year.

2. REVIEW OF OPERATIONS

- Revenues

The total revenue of the Company for current financial year has been grown up by 30.9% as compared to previous financial year. The main rationale for such increase is operational performance. The Operational Revenue of your Company for 2011 -12 was Rs 516.06 lacs has grown by 10.88% over the year, compared to Rs 465.43 lacs 2010-11.

- Profits

The Profit before exceptional and extraordinary items and tax for the year is Rs 50.20 lacs in comparison to earlier year's profit of Rs. 162.84 lacs.

Net Worth

The net worth of your Company as on 31st March 2012 was Rs 3596.22 lacs as compared to Rs 789.54 lacs in previous year. The increase in the net worth is mainly due to IPO proceeds and partly due to retained earnings.

- Loan Funds

During the financial year 2011-12, Company had paid off its debts and thus reduces its financial cost of borrowings. Outstanding Long term borrowing of the company as on 31st March 2012 has been reduced by 61.45%, as compared to financial year ended on 31st march 2011.

The Company has paid off all its Short terms borrowings of Rs 131.35 lacs, and it has no outstanding short term borrowing at the end of financial year ended on 31st March 2012.

3. FUTURE OUTLOOK

Your company intends to utilize the proceeds of the issue for financing the growth of our business. Subject to the approval of shareholders, the company is about to revise its implementation schedule of object of the issue.

Company is on focus to use technology for exploring its business, and this view Company is about to start trading facility through Mobile Handsets and Tablet PC, so clients can avail the benefit of real time market quotes and take immediate action as per movement of market/stock index.

The turnover of Indian Capital Market witnessed a compound annual growth which provides an efficient and transparent platform for various types of securities and so the company is looking for better business opportunity.

4. DIVIDEND

In view of inadequate profit your director have decided not to recommend any dividend for the financial year 2011-12.

5. ENHANCEMENT OF SHARE CAPITAL

During the year the Company's paid up Share capital has been enhanced from Rs. 6,00,00,000/- to Rs. 10,00,00,000/- consisting of 1,00,00,000 Equity Shares of Rs.10/- each. By means of Initial Public Offerings (IPO) the Company has issued 40,00,000 Equity Shares of Rs. 10/- each.

The equity capital raised through IPO will be utilized for various objects mentioned in prospectus.

6. INITIAL PUBLIC OFFERINGS & LISTING

Directors of your Company wish to express their jovial thanks from deep of heart to Investors for showing their trust in company and believing of visions and future endeavors. As a result of sincere & positive efforts of all Intermediaries of IPO, Employee, Business Partners, esteemed Clients and valued Investors your company has achieved the honor of listing in both the major exchange of India i.e. NSE & BSE. Date wise IPO voyage upto 06.08.2011 was shown in the Director's Report of previous year, afterward Company has filed Red Herring Prospectus & Prospectus to SEBI on 21.09.2011 & 24.10.2011 respectively. The Allotment of Shares was approved by Board of Directors in their meeting duly held on 28.10.2011 and the shares were credited through the Corporate Action to both the Depositories on 29th October, 2011.

The Public Issue was oversubscribed to 115% and total Rs. 29,60,00,000/- raised through IPO by offering 40,00,000 Equity Shares of face value Rs. 10/- at the price of Rs. 74/- (including Rs. 64/- as premium per share).

The securities of your company got listed on 2nd November 2011 with National Stock Exchange of India Limited and BSE Limited, and annual listing fees and annual custodian fees to NSDL & CDSL for the year 2012- 2013 have been paid well within time.

Company has invested corpus of un-utilized IPO proceeds in different Mutual Fund's Schemes and switch the invested amount time to time from one scheme to another scheme to get the maximum return.

7. PUBLIC DEPOSIT

Your company has not accepted any deposits from the public falling within the purview of section 58A and 58AA of the companies Act 1956. As such there was no principal or interest outstanding as on the date of the balance sheet.

8. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

9. STATUTORY AUDITORS

M/s. S. Ramanand Aiyar & Company, Indore retires at the ensuing Annual general Meeting. They have confirmed their eligibility and willingness for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within limits prescribed under section 224(1B) of the companies Act 1956.

10. REPLIES TO AUDITORS' REPORT

With reference to observations made in Auditors' Report, the notes of the account are self explanatory and therefore do not call for any further comments. There are no qualifications in the Auditors Report.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company considered Internal Audit to be very significant part of its Corporate Governance Practice. The Company retains few specialized Audit Firms to carry out specific/concurrent audit of some critical functions such as KYC process, demat transfers, pay- in/pay-outs, Investors complaints, risk management, surveillance, accounts and other related functional areas. The scope of Audit included Systems Audit, Internal Audit on half yearly basis as mandate by SEBI/ Exchange, etc. and Internal Audit and Concurrent Audit as directed by CDSL. M/s Harish Dayani & Company, Chartered Accountant, Mumbai has been appointed for conducting audit under SEBI compliance for Brokers and Depository Participants.

The company has invested in ensuring that its Internal Audit and control system are adequate and commensurate with the nature of our business and size of our operations. A Chartered Accountants firm M/s Abhijeet Jain & Associates is conducting Concurrent Audit of all operational activities of your Company to ensure complete checks and balance at regular intervals.

12. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the companies

Act, 1956, your Directors state that:

- In the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures.

- Appropriate accounting policies were selected and applied are consistent and the judgment and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profit of the company for the year ended on that date.

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ; and

- That the annual accounts have been prepared on going concern basis.

13. DIRECTORS

Shri Rajendra Bandi and Shri Sanjay Parmar, Directors of the company retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. A brief resume of Shri Rajendra Bandi and Shri Sanjay Parmar is attached with this Report as Annexure-1.

The Board of Directors has re-appointed Mr. Dhanpal Doshi as Managing Director, Mr. Parasmal Doshi as Whole- Time Director cum Chief Executive Office and Mr. Rajendra Bandi as Whole-Time Director, for a further term of 3 years, with effect from 1st April 2012, subject to the approval of Members at the forth coming Annual General Meeting of the Company. No other change in the Directorship of the Company during the year under review.

14. KEY INITIATIVES

- Admission as Trading cum Clearing Member in NSE for F&O Segment

Your Company has received SEBI approval and NSCCL permission for enablement on Future & Option Segment. Company has fulfilled necessary requirement of the exchange and deposited Interest Free Security Deposit to NSE; and started clearing activities from 16.04.2012.

- Admission as Self Clearing Member in NSE for Currency Derivatives Segment

SEBI has also given its approval to register the Company as Self Clearing Member and after few days company started clearing activities from 14.05.2012.

- Renewal of Registration as Depository Participant of CDSL with SEBI

Your company was admitted as DP of CDSL in 2007 and the registration was for 5 years, which was due for renewal by July 2012. Your Company has applied for permanent registration as DP and SEBI has granted Certificate of Permanent Registration as DP- CDSL w.e.f. 05.07.2012.

- Decision Support Tool/Algorithms For Trading

Company has also obtained Approval from exchange(s) for Decision Support Tool/Algorithms For Trading

- Margin Trading Facility For Clients

Approval for Margin Trading facility also taken from NSE & BSE, but this facility is not yet started.

15. INSURANCE

To cover the risk arising from operations, your company has taken Brokers Indemnity Insurance Policy for exchange(s) and In addition, properties of the company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Policy, Burglary B.P., Electronic Equipment Insurance, Vehicle Insurance Policy. To avoid large negative effect on the company's operations due to sudden loss of Keyman, Company had also taken Key Man Insurance Policy.

16. AWARDS AND RECOGNITIONS

National Stock Exchange of India issued a Certificate of Appreciation on April 25, 2012, for outstanding efforts of the Company in promoting Gold Traded Funds (Gold ETF) and contributing to the overall growth of this product category.

17. PARTICULAR OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act 1956, read with Companies Rules 1975, as amended.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

The company has no specific Research & Development department. There are no foreign exchange earnings or out go during the year under review.

19. SEBI COMPLAINT REDRESS SYSTEM (SCORES)

In terms of SEBI Circular dtd. 22.02.2012, SEBI has commended processing of Investor Complaints in a centralized web based complaint Redress System 'SCORES' (www.scores.gov.in). Through this system Investor may upload his complaint on such website and view online the status of its complaint. The Complaint Status is regularly checked by Company Secretary by login the Id as given by SEBI for SCORES. Till date no complaint is lodged by any Investor on SCORES.

20. GREEN INITIATIVES

The Ministry of Corporate Affairs (MCA) has taken a 'Green Initiative' in the Corporate Governance by allowing paperless compliances by companies and in the issued circulars of MCA, Companies are now permitted to send various notices and documents, including Annual Report to its shareholders through electronic mode to the registered e-mail addresses of shareholders. This is a welcome move by the Ministry since it will benefit the society at large through reduction in paper consumption and it will also ensure prompt receipt of communication and avoid loss in postal transit.

Members are requested to appreciate & participate into the 'Green Initiative' taken by MCA and register/update their e-mail address with your Depository Participant. Moreover any Member of the company will be entitled to receive all such communication in physical form, upon request. Please note that these documents will also be available on the Company's website www.indothai.co.in for download by the shareholders.

21. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their sincere thanks to the valued customers, suppliers, investors and Banks for their support, cooperation and guidance. We also thank various Stock Exchanges & governing agencies for support extended by them.

We also wish to place on record appreciation of the committed service rendered by all the employees of the company at all levels.

For & on behalf of the Board Indo Thai Securities Limited Sd/- Parasmal Doshi (Chairman)

Date : August 11, 2012 Place : Indore