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INDO THAI SECURITIES LTD.

29 September 2026 | 03:59

Industry >> Finance & Investments

Select Another Company

ISIN No INE337M01021 BSE Code / NSE Code 533676 / INDOTHAI Book Value (Rs.) 22.23 Face Value 1.00
Bookclosure 12/09/2026 52Week High 466 EPS 5.00 P/E 6.39
Market Cap. 424.15 Cr. 52Week Low 30 P/BV / Div Yield (%) 1.44 / 0.63 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors are pleased to present the 32nd Board Report of INDO THAI SECURITIES LIMITED
(the “Company”) along with the Audited Financial Statements for the financial year ended 31st
March, 2026.

• COMPANY OVERVIEW

Indo Thai Securities Limited, the flagship company of the Indo Thai Group, is a diversified
financial services company headquartered in Indore, Madhya Pradesh. The Company is engaged
in providing a wide range of financial and investment services to corporate clients, institutional
participants, high-net-worth individuals, and retail investors across India. With a strong presence
in the capital and commodity markets, the Company offers broking services in the equity
derivatives, currency derivatives, Future & Options Segment, Securities Lending and Borrowing
segment and commodity derivatives segments through its memberships with National Stock
Exchange of India, BSE Limited, Metropolitan Stock Exchange of India Limited, Multi Commodity
Exchange of India Limited, and National Commodity and Derivatives Exchange Limited.

The Company is also registered as a Depository Participant with Central Depository Services
(India) Limited and is an AMFI-registered mutual fund distributor, enabling it to provide
comprehensive investment solutions and wealth creation opportunities to its clients. During the
year, the Company has been registered as a Research Analyst with Securities and Exchange
Board of India, strengthening its capabilities in providing research-based insights and investment
guidance to investors.

Over the years, Indo Thai Securities Limited has built a diversified client base supported by
experienced leadership, robust compliance practices, advanced technology infrastructure,
and a dedicated professional team. Driven by a commitment to transparency, client-centricity,
innovation, and sustainable growth, the Company continues to strengthen its position in India’s
financial services industry while expanding its footprint across multiple investment, advisory, and
wealth management verticals.

• FINANCIAL RESULTS

The summary of the company’s financial performance, both on a consolidated and standalone
basis for the financial year ended 31st March, 2026 is given below:

Standalone

Consolidated

Particulars

Financial

Financial

Financial

Financial

Year

Year

Year

Year

2025-26

2024-25

2025-26

2024-25

Total Revenue from Operations

10347.35

2671.86

10381.11

2633.47

Other Income

7.39

10.75

44.82

85.29

Total Income

10354.75

2682.61

10425.94

2718.75

Total Expenditure

1875.35

1495.27

2103.71

1682.65

Profit/(Loss) before exceptional items &
tax

8479.40

1187.33

8322.22

1036.30

Exceptional Items

-

-

-

-

Profit/(Loss) before tax

8479.40

1187.33

8322.22

1036.30

Provision for Income Tax

278.75

1169.29

278.75

Current Tax

1169.29

(2.81)

536.85

(31.50)

Deferred Tax

624.12

Profit/(Loss) for the period from continu¬
ing operations

6685.99

911.39

6616.08

788.85

One-time impact on Tax Expenses
(current & deferred) due to change in tax
rate

-

-

-

-

Profit /(Loss) for the period

6685.99

911.39

6616.08

788.85

Other Comprehensive Income (Net of
tax)

(16.79)

(0.98)

(16.79)

(0.98)

Share of profit/(loss) of associates

-

-

-

-

Total comprehensive Income

6669.19

910.41

6599.28

787.88

Paid up Equity Share Capital*

128618190

116920190

128618190

116920190

Earnings Per Share

5.44

0.89

5.39

0.80

Basic (Rs.)

5.33

0.87

5.27

0.78

Diluted (Rs.)

*Refer Changes in Capital Structure point of Board report.

• COMPANY’S PERFORMANCE
• Standalone Performance

The total revenue (including sale of shares) was reported at Rs. 10354.75 Lakhs for F.Y.
2025-26 as against Rs. 2682.61 Lakhs for F.Y. 2024-25. The Profit incurred during the year
was Rs. 8479.40 Lakhs and profit after Tax was Rs. 6685.99 Lakhs. The Earning per Share
(“EPS”) was at Rs. 5.44 (Basic) and 5.33 (diluted) for the financial year 2025-26.

• Consolidated Performance

During the financial year 2025-26, on a consolidated basis, the total revenue (including sale
of shares) was Rs. 10425.94 Lakhs as against Rs. 2718.75 Lakhs for FY. 2024-25. The Profit
for the year was Rs. 8322.22 Lakhs and that after Tax was Rs. 6616.08 Lakhs. The Earning
per Share was at Rs. 5.39 (Basic) and 5.27 (Diluted) for the financial year 2025-26.

• FUTURE PROSPECTS

The future outlook of Indo Thai Securities Limited is anchored in its vision to evolve from
a traditional brokerage house into a diversified and technology-driven financial services
platform. In an increasingly dynamic and rapidly expanding economy, the Company believes
that sustained growth can only be achieved through continuous innovation, diversification,
and strategic expansion. While the securities market remains inherently volatile and subject to
evolving regulatory frameworks, the Company remains optimistic about the long-term strength
and resilience of India’s financial markets and investor ecosystem.

The Company is actively broadening its business portfolio to create stable, scalable, and
recurring revenue streams across multiple financial verticals. In line with this vision, Indo Thai
Securities Limited is strengthening its presence in investment banking and institutional services
by offering capital market solutions, transaction advisory, structured financing, and specialized
execution services for domestic and foreign institutional investors. Simultaneously, the Company
is enhancing its research capabilities through fundamental, technical, and sector-focused
analysis to provide data-driven insights and informed investment solutions to clients.

Recognizing the growing demand for sophisticated wealth solutions, the Company is also
expanding its footprint in wealth management, family office services, and customized financial
planning for High-Net-Worth Individuals (HNIs) and emerging affluent investors. Its approach
is focused on delivering holistic solutions encompassing portfolio management, tax planning,
succession planning, and intergenerational wealth preservation. Further, the Company is
integrating advanced technology-driven initiatives such as algorithmic trading and automated
execution systems to improve efficiency, diversify trading strategies, and strengthen operational
capabilities.

A key milestone in the Company’s future growth strategy is its proposed entry into the Alternate
Investment Fund (AIF) Category-II segment, which marks a significant transition toward
specialized fund management and alternative investment opportunities. Through this initiative,
the Company intends to provide sophisticated investors with access to diversified investment
avenues including private equity, structured debt, IPO opportunities, real estate projects, and
other growth-oriented assets, while adhering to a disciplined and risk-managed investment
framework.

In addition, through its subsidiary Indo Thai Globe Fin (IFSC) Limited, the Company aims to
expand its international financial services presence within GIFT IFSC by enabling clients to
access global markets, international exchanges, GIFT Nifty products, commodities, currencies,
and cross-border investment opportunities. This initiative is expected to significantly enhance
the Company’s global outreach and strengthen its competitive positioning in the evolving
financial services landscape.

Backed by strong corporate governance standards, robust internal control mechanisms,
experienced leadership, and a client-centric approach, Indo Thai Securities Limited remains
committed to delivering long-term value to its stakeholders. With rising retail participation in
capital markets, increasing financial awareness, digital adoption, and expanding investment
opportunities in India, the Company believes it is well-positioned to capitalize on emerging
trends and achieve sustainable growth over the coming years.

• DIVIDEND

The Board of Directors in their meeting held on 07th May, 2026 has recommended a final dividend
@10% i.e. Rs. 0.10/- (Rupees Ten Paisa Only) per Equity Share of face value of Rs.1/- each for the
financial year 2025-26, aggregating to Rs. 1,28,61,819 (Rupees One Crore Twenty-Eight Lakh
Sixty-One Thousand Eight Hundred Nineteen Only). The dividend payout is subject to approval
of Members at the ensuing Annual General Meeting (“AGM”) of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), is available on the Company’s website
https://indothai.co.in/wp-content/
uploads/2026/06/Dividend-Distribution-Policv.pdf

• TRANSFER TO RESERVES

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

• CHANGES IN CAPITAL STRUCTURE

• Stock Split (Effective from 18th July,2025)

The Company, pursuant to the approval of the Board of Directors in their meeting held on 30th May,
2025 and its shareholders in Extraordinary General Meeting held on 02nd July, 2025, 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.

• Conversion of Warrants into Equity

During the financial year 2025-26, the Company allotted the equity shares mentioned below
pursuant to the conversion of warrants into equity shares upon receipt of the balance 75% of the
issue price from the respective warrant holders
.

Face

S.No

Date of Allotment

Number of
shares allotted

Cumulative
Equity Shares

Value

of

Reason of Change

Shares

1

Beginning of the
period i.e. 01st
April,2025

-

11692019

10

-

Allotment of Equity

2

17th April,2025

167000

11859019

10

Shares pursuant
to Conversion of
Warrants.

3

18th July,2025

-

118590190

-

Stock Split in the ratio
of 10:1

Allotment of Equity

4

30th July,2025

2000000

120590910

1

Shares pursuant
to Conversion of
Warrants.

Allotment of Equity

5

29th August,2025

1010000

121600190

1

Shares pursuant
to Conversion of
Warrants.

Allotment of Equity

6

16th October,2025

1573000

123173190

1

Shares pursuant to
Conversion of Warrants.

Allotment of Equity

7

31st October,2025

1750000

124923190

1

Shares pursuant to
Conversion of Warrants.

Allotment of Equity

8

31stDecember,2025

3095000

128018190

1

Shares pursuant to
Conversion of Warrants.

Allotment of Equity

9

07th January,2026

400000

128418190

1

Shares pursuant to
Conversion of Warrants.

Allotment of Equity

10

10th January,2026

200000

128618190

1

Shares pursuant to
Conversion of Warrants.

• Indo Thai Realties Limited

Incorporated on 1st March, 2013 as a Wholly Owned Subsidiary Company of Indo Thai Securities
Limited. A key area of focus for the Company is its co-working vertical, operated under the
brand Sky Space, which provides flexible, fully serviced office solutions catering to startups,
SMEs, and corporate clients. Alongside co-working, the Company actively engages in long-term
leasing of commercial spaces, ensuring stable and recurring income streams. The Company is
engaged in real estate and infrastructure development. The company undertakes the acquisition,
development, construction, and management of residential, commercial, and industrial properties
including apartments, townships, commercial complexes, hotels, resorts, and infrastructure
projects such as roads and bridges. 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 along with its 6 nominee 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 (Executive Director), Mr. Dhanpal Doshi (Executive Director) and Mr.
Amber Chaurasia (Independent Director) are holding office as Directors of the Company.

• Indo Thai Globe Fin (IFSC) Limited

Incorporated on 20th February, 2017 as a Wholly Owned Subsidiary Company of Indo Thai
Securities Limited. The Company operates as a financial services intermediary within an
International Financial Services Centre (IFSC), with a strategic focus on establishing and
expanding its presence in GIFT City. A key focus area for the Company is to build a robust
platform that provides global market access to both clients and proprietary trading operations.
By leveraging the regulatory and tax advantages of IFSCs, particularly GIFT City, the Company
aims to offer efficient cross-border investment solutions, competitive trading infrastructure, and
diversified financial products. Indo Thai Globe Fin (IFSC) Limited has a paid up share capital of Rs.
1,55,00,000/- (Rupees One Crore Fifty-Five Lakhs only). Indo Thai Securities Limited has 100%

Equity Shareholding in the Company by investing Rs. 1,55,00,000/- (Rupees One Crores Fifty-
Five Lakhs only). Mr. Dhanpal Doshi (Executive Director), Mr. Sarthak Doshi (Executive Director),
Mr. Rajendra Bandi (Executive Director) and Mr. Sunil Kumar Soni (Independent Director) are
holding office as the Directors of the Company.

• Femto Green Hydrogen Limited

Incorporated on 23rd December, 2021, a Subsidiary Company of Indo Thai Securities Limited.
The company act as a green energy solution provider that prevents carbon emissions from motor
vehicles which can help in eradicating global warming and shape the planet towards a safer and
greener tomorrow. Femto Green Hydrogen Limited has a paid - up share capital of Rs.5,78,50,000/-
(Rupees Five Crores Seventy-Eight Lakhs Fifty Thousand 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 (Executive Director), Mr. Parasmal Doshi
(Executive Director), Mr. Nandan Vinayakrao Kundetkar (Executive Director), Ms. Shobha
Santosh Choudhary (Independent Director), Mr. Prasad Kiran Thakur (Executive Director and
Chief Executive Officer) and Mr. Dinesh Sancheti (Executive Director) are holding office as the
Directors of the company.

• Indo Thai Financial Services Limited (incorporated on 14th September,2025)

Incorporated on September 14, 2025 as a wholly owned subsidiary of Indo Thai Securities
Limited. The Company is incorporated as a financial services intermediary with the objective of
participating in stock and commodity exchanges to facilitate trading in securities, derivatives,
and commodities. It also proposes to offer broking, investment advisory, portfolio management,
underwriting, and depository services. Indo Thai Financial Services Limited has a paid up share
capital of Rs. 30,00,000/- (Rupees Thirty Lakhs only). Indo Thai Securities Limited along with
its 6 nominee shareholders has 100% Equity Shareholding in the Company by investing Rs.
30,00,000/- (Rupees Thirty Lakhs only). Mr. Dhanpal Doshi (Executive Director), Mr. Sarthak
Doshi (Executive Director) and Mr. Nishit Doshi (Executive Director) are holding office as the
Directors of the Company.

• Indo Thai Commodities Private Limited

Indo Thai Commodities Private Limited was incorporated on 21st November, 2003 and had a
paid-up share capital of ?1,85,80,000 (Rupees One Crore Eighty-Five Lakhs Eighty Thousand
only). The Company was classified as an Associate Company of Indo Thai Securities Limited,
which held 40.05% of its equity share capital, amounting to an investment of ?42,52,000 (Rupees
Forty-Two Lakhs Fifty-Two Thousand only). Mr. Parasmal Doshi (Executive Director), Mr. Dhanpal
Doshi (Executive Director), and Mr. Sarthak Doshi (Executive Director) were serving as Directors
on its Board.

During the year under review, Indo Thai Securities Limited has fully divested its entire shareholding
in Indo Thai Commodities Private Limited. Consequently, Indo Thai Commodities Private Limited
ceased to be an Associate Company of Indo Thai Securities Limited with effect from 19th
May, 2025,
in accordance with the provisions of Section 2(6) of the Companies Act, 2013.

The Board of Directors comprises distinguished professionals of proven integrity and
competence, who provide strategic direction, guidance and leadership to the Company. As on
March 31, 2026, the Board of Directors of the Company comprised of six Directors with an
optimum balance of Executive and Non-Executive Directors, including one Women Independent
Directors.

During the year under review, the Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses, if any.

The tenure of Mr. Dhanpal Doshi, Managing Director , Mr. Parasmal Doshi, Whole Time Director
and Mr. Rajendra Bandi, Whole Time Director is going to expire on 19th September, 2026 and
in terms of the provisions of Section 196, 197 and 203 of Companies Act, 2013 and the Articles
of Association of the Company, the Board had, based on the recommendation of Nomination
and Remuneration Committee and subject to approval of shareholders at the ensuing AGM, re¬
appointed them at their meeting held on 20th July, 2026.

During the year under review, there was a change in the Key Managerial Personnel of the
Company. Mr. Deepak Sharma resigned from the position of Chief Financial Officer of the
Company with effect from 13th January, 2026, in accordance with the provisions of Section
203 of the Companies Act, 2013 read with the rules made thereunder. The Board of Directors
places on record its sincere appreciation for the valuable contribution, support, and guidance
provided by him during his association with the Company.

Subsequently, pursuant to the provisions of Section 203 of the Companies Act, 2013 and
other applicable provisions, if any, read with the rules framed thereunder, Mr. Nishit Doshi was
appointed as the Chief Financial Officer of the Company with effect from 14th January, 2026.

Pursuant to the provisions of Section 203 of the Act, Mr. Sarthak Doshi, Chief Executive
Officer (“CEO”), Mr. Nishit Doshi, Chief Financial Officer cum Chief Operating Officer, (“CFO
cum COO”) and Ms. Shruti Sikarwar, Company Secretary and Compliance Officer are the Key
Managerial Personnels (“KMPs”) of the Company as on March 31, 2026.

• 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. Rajendra Bandi (Whole Time Director) (DIN:
00051441) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing
AGM. 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.

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:

https://indothai.co.in/wp-content/uploads/2026/06/Details-of-Familiarization-
Programmes 2025-26.pdf

• 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/2026/06/Code-of-Conduct-for-Independent-

Directors-.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 05th 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 13th October, 2025 and 15th March,
2026, 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 31st March, 2026, the
applicable Accounting Standards have been followed and there were 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 31st March, 2026 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

9 (Nine) meetings of the Board were held on the following dates during the financial year 2025¬
26:

S.No.

Day of Meeting

Date of Meeting

1.

Thursday

15th May, 2025

2.

Friday

30th May, 2025

3.

Friday

04th July, 2025

4.

Saturday

02nd August, 2025

5.

Thursday

14th August, 2025

6.

Monday

13th October, 2025

7.

Friday

14th November, 2025

8.

Tuesday

13th January, 2026

9.

Thursday

12th February, 2026

The necessary quorum was present for all the meetings. The maximum interval between any
two Board meetings did not exceed 120 days. For details of meetings and composition of the
Board and Committees of the Board, please refer to the Corporate Governance Report, which
forms part of this Report.

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 re¬
appointed as the Statutory Auditor of the Company at 27thAGM held on 29th September, 2021
till the conclusion of 32nd 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.

The term of office of M/s SPARK & Associates Chartered Accountants LLP, Indore (Firm
Registration No. 005313C/C400311), as Statutory Auditors of the Company will conclude at
the close of the ensuing Annual General Meeting of the Company. The Board of Directors
places on record its sincere appreciation for the professional services rendered by M/s SPARK
& Associates Chartered Accountants LLP during their tenure as the Statutory Auditors of the
Company.

Further, as per provisions of Section 139(1) of the Companies Act, 2013, on the recommendation
of Audit Committee, the Board of Director, subject to the approval of members in the ensuing
Annual General Meeting, approved the appointment of
Vinod Singhal & Co. LLP as Statutory
Auditors of the Company to hold office for a period of 5 years w.e.f. the conclusion of the 32nd
Annual General Meeting till the conclusion of the 37th Annual General Meeting. The certificate
of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules
framed thereunder was furnished by them towards appointment of 5 (Five) years term.

> SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the
Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has,
based on the recommendations of the Audit Committee and the Board of Directors, appointed
M/s Kaushal Ameta & Co., Practicing Company Secretary (Certificate of Practice No. 9103;
Membership No. 8144), as the Secretarial Auditors of the Company.

The appointment is for a term of five consecutive years, commencing from the conclusion of
31st Annual General Meeting until the conclusion of the 36th Annual General Meeting of the
Company to be held in the year 2030. The Secretarial Auditors shall conduct the Secretarial
Audit of the Company for the financial years from 2025-26 to 2029-30.

The remuneration payable to the Secretarial Auditors shall be determined by the Board of
Directors based on the recommendations of the Audit Committee and mutually agreed upon
with the Secretarial Auditors.

The Secretarial Audit Report for the financial year ended 31st March, 2026 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 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 TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF, established by the
Government of India, after the completion of seven years. Further, according to the IEPF Rules,
the shares on which dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
During the year 2025-26, the dividend lying in the unclaimed divided account of the company
for the year 2017-18 and the shares thereto have been transferred to the IEPF Authority.

a) Transfer of unclaimed dividend to IEPF: - Rs. 92861

b) Transfer of shares to IEPF: - 9220

• UNPAID DIVIDEND

During the year under review, the Company has transferred the unclaimed dividend to the
unpaid divided account. Details of Unpaid Dividend:

Year

Type of Dividend

Date of Declaration

Amount in Rs.

2018-19

Final Dividend

28.09.2019

105288

2020-21

Final Dividend

29.09.2021

80447

2021-22

Final Dividend

30.09.2022

70741

2022-23

Final Dividend

23.09.2023

25064.20

2023-24

Interim Dividend

02.02.2024

28658

2023-24

Final Dividend

28.09.2024

20001.40

2025-26

Interim Dividend

02.08.2025

28111.90

The details of unpaid / unclaimed amounts lying with the Company as on 31st March, 2026 and
the shares transferred to IEPF can be accessed on the Company’s website at
https://indothai.
co.inand 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/2026/06/Code-of-Conduct-of-Director-and-

SMPs-2025-26.pdf

All the Members of the Board, the Senior Management, Officers and Employees have affirmed
compliance to the Code as on 31st March, 2026. 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 2025-26, 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

The Company’s internal control systems are commensurate with the nature of its business, the
size and complexity of its operations and such internal financial controls with reference to the
financial statements are adequate.

The details in respect of internal financial controls and its adequacy are included in the
Management Discussion and Analysis, which forms part of this Report.

• INTERNAL AUDITORS

Internal Audit for the financial year 2025-26 was conducted by M/s A P T & Co. LLP, Chartered
Accountants, and 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, and M/s S Ramanand
Aiyer & Co. Chartered Accountants in the Board Meeting held on 07th May, 2026 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 2026-27. 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 2026-27 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 2026-27 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 2026-27.

• ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return
as on 31st March, 2026 is available on the Company’s website and may be accessed at:

https://indothai.co.in/wp-content/uploads/2026/08/MGT-7L66120MP1995P
LC008959 2025-2026 20260618.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 and 7) annexed to the Financial Statements for the financial year ended
31st March, 2026 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 2025-26 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.

As approved by the Audit Committee and the Board of Directors at their respective meetings
held on 20th July ,2026, the Company has placed a Resolution before the members for
approval at the ensuing Annual General Meeting pursuant to the provisions of Section 188(1)
(f) of the Companies Act, 2013, read with the applicable rules made thereunder, in respect
of the remuneration payable to Mr. Sarthak Doshi (“Chief Executive Officer”) and Mr. Nishit
Doshi(“Chief Financial Officer cum Chief Operating officer”).

The proposed Salary of not exceeding ?10,00,000 (Rupees Ten Lakh only) per month to each

of them exceeds the threshold prescribed under the Companies (Meetings of Board and its
Powers) Rules, 2014 and, accordingly, constitutes a Related Party Transaction requiring the
approval of the shareholders. The necessary details of the proposed transaction have been set
out in the Notice convening the ensuing Annual General Meeting.

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/2026/06/Policv-on-materialitv-of-Related-partv-

Transaction.pdf

• RISK MANAGEMENT (Top 1000 Listed Company as on 31st December,2025)

During the year under review, the Company was included in the list of Top 1,000 listed entities
based on market capitalization as on 31st December, 2025. Accordingly, the provisions of
Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
relating to the Risk Management Committee became applicable to the Company. The existing
Risk Management Committee of the Board continues to oversee the implementation and
effectiveness of the Company’s risk management framework and periodically reviews key risks
and mitigation measures.

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 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/2026/06/Risk-Manaqement-Policv 2025-26.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/2026/06/Corporate-Soacial-Resposibility-policy.

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/2026/06/Vigil-Mechanism-2025-26.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/2026/06/MATERIALITY-POLICY.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://indothaiÝCOÝin/wp-content/uploads/2026/06/Policv-for-Determininq-material-

Subsidiaries-2025-26.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-Proce-

dures-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://indothai.co.in//srv/htdocs/wp-content/uploads/2019/06/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 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/2026/06/Sexual-harassment-2025-26.pdf

• MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT, 1961

The Company confirms that it has duly complied with the provisions of the Maternity Benefit
Act, 1961. All eligible women employees have been extended the statutory benefits prescribed
under the Act, including paid maternity leave, continuity of salary and service during the leave
period, and post-maternity support such as nursing breaks and flexible return-to-work options,
as applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
the applicable laws.

• 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 during the financial year 2025-26:> Sub-Division / Split of Equity Shares (Refer Changes in Capital Structure point of
Board Report)
> Alteration in Main Object Clause of Memorandum of Association (MOA) of
Company

The company pursuant to the approval of Board of Directors in their meeting held on
30th May,2025 and its shareholders in Extra-Ordinary Meeting held on 02nd July,2025,
have altered the Main Object Clause of the company by inserting the below mentioned
Clause III:

3. “To carry on the business of providing financial advisory services, including
but not limited to, acting as a SEBI-registered Research Analyst and Investment
Advisor, and to engage in the business of research, analysis, and dissemination
of information relating to securities, financial markets, investment opportunities,
and economic trends; to render investment advice to clients on various investment
products including equity, debt, mutual funds, derivatives and other financial
instruments, in accordance with applicable laws and regulations; to obtain, hold,
and maintain all necessary registrations, licenses, approvals and certifications
from the Securities and Exchange Board of India (SEBI) and other regulatory
authorities as required for carrying on such business activities, including but
not limited to registration as a Research Analyst, Investment Advisor, Portfolio
Manager, or any other category as permitted under SEBI regulations or other
applicable laws.”

> Divestment in Associate Company (Refer the Subsidiaries and Associates Point
of Board Report)
> Receipt of NOC from Stock Exchanges for Scheme of Demerger of Broking and
Distribution Business (“B&D”)

Pursuant to the approvals granted by the Independent Directors’ Committee, the Audit
Committee and the Board of Directors at their respective meetings held on 13th October,
2025, the Company had entered into a Scheme of Arrangement for the demerger of its
B&D Undertaking amongst Indo Thai Securities Limited (“Demerger Company”) and
Indo Thai Financial Services Limited (“Resulting Company”), subject to the requisite

statutory and regulatory approvals.

Further, the Company has received No Objection Certificates dated 18th March,2026
from National Stock Exchange of India Limited and BSE Limited in relation to the
aforesaid Scheme of Arrangement.

• Material Changes after the financial year 2025-26 till the date of Board Report:> Demerger of Broking and Distribution Business (“B&D”) of Company

The Company, at its meeting held on October 13, 2025, approved the Scheme of Arrangement
between Indo Thai Securities Limited
(“Demerged Company” or “ITSL”) and Indo Thai
Financial Services Limited
(“Resulting Company” or “ITFSL”) under the applicable
provisions of the Companies Act, 2013 and other applicable laws.

The Scheme, inter alia, provides for the demerger and transfer of the Broking and Distribution
Business of the Demerged Company to the Resulting Company. The Scheme is subject to the
receipt of necessary statutory, regulatory and judicial approvals, including the sanction of the
Hon’ble National Company Law Tribunal and such other approvals, permissions and consents
as may be required.

Pursuant to the directions of the Hon’ble National Company Law Tribunal, the Court Convened
Meeting(s) of the shareholders and/or creditors is scheduled to be held on 24th July,2026 and
are pending as on the date of this Report. The Scheme shall become effective upon receipt
of all requisite approvals and fulfilment of the conditions prescribed therein. The Scheme and
other documents are hosted on the website of the Company, which can be accessed at the
link -

https://indothai.co.in/investors/7shareholder type=scheme arrangement

• 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 ABSORP¬
TION 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 2025-26.
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/ TRIBU¬
NALS

The Company had availed the settlement scheme introduced by the Securities and Exchange
Board of India (“SEBI”) in relation to matters pertaining to Association with certain algo
platforms. Pursuant thereto, SEBI has issued a Settlement Order bearing ref no.: PSD/SD/
SettScheme/2/2025-26 in this regard.

• GENERAL

Other disclosures related to financial year 2025-26:

> 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 our 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 our Company.

> Your company has not made any application nor any proceeding is pending under insolvency

and bankruptcy code 2016.

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

• GREEN INITIATIVE

Electronic copies of the Annual Report 2025-26 and the Notice of 32nd 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.

Date: 20th July, 2026 By order of the Board of Directors

Place: Indore Indo Thai Securities Limited

Parasmal Doshi

(Chairman cum Whole-time Director)
DIN: 00051460