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)

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*

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:

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