Indo Thai Securities Ltd Management Discussions

FINANCIAL YEAR 2021-22 AT A GLANCE

ECONOMIC OVERVIEW

GLOBAL

The war in Ukraine has triggered a costly humanitarian crisis that demands a peaceful resolution. At the same time, economic damage from the conflict will contribute to a significant slowdown in global growth in 2022 and add to inflation. Fuel and food prices have increased rapidly, hitting vulnerable populations in low-income countries hardest.

Global growth is projected to slow from an estimated 6.1 percent in 2021 to 3.6 percent in 2022 and 2023. This is 0.8 and 0.2 percentage points lower for 2022 and 2023 than projected in January.

Beyond 2023, global growth is forecast to decline to about 3.3 percent over the medium term. War-induced commodity price increases and broadening price pressures have led to 2022 inflation projections of 5.7 percent in advanced economies and 8.7 percent in emerging market and developing economies—1.8 and 2.8 percentage points higher than projected last January. Multilateral efforts to respond to the humanitarian crisis, prevent further economic fragmentation, maintain global liquidity, manage debt distress, tackle climate change, and end the pandemic are essential.

The COVID-19 pandemic continues to spread with millions of lives tragically lost so far, the novel coronavirus has been a challenge like no other.

However, the world is adapting as a result of eased lockdowns and the rapid deployment of policy support at an unprecedented scale by central banks and governments around the world. The global economy is coming back from the depths of its collapse of last year.

Employment has partially rebounded after having plummeted during the peak of the crisis. This crisis is however far from over. Employment remains well below pre-pandemic levels and the labour market has become more polarised with low-income workers, youth, and women being harder hit. The poor are getting poorer with close to 90 million people expected to fall into extreme deprivation this year.

The ascent out of this calamity is likely to be long, uneven, and highly uncertain. It is essential that fiscal and monetary policy support are not prematurely withdrawn.

Emerging market and developing economies are having to manage this crisis with fewer resources, as many are constrained by elevated debt and higher borrowing costs.

The considerable global fiscal support of close to USD 12 trillion and the liquidity injections, and asset purchases by central banks helped save lives and livelihoods and prevented a financial catastrophe. There is still much that needs to be done to ensure a sustained recovery. First, greater international collaboration is needed to end this health crisis. Second, to the extent possible, policies must aggressively focus on limiting persistent economic damage from this crisis. The sustained improvement in high-frequency indicators ignite optimism of improved economic performance and faster than expected recovery.

INDIA

Indias economy will grow 7.5% in fiscal year (FY) 2022 and 8% in FY2023, supported by increased public investment in infrastructure and a pickup in private investment.

The outlook assumes sustained progress in coronavirus disease (COVID-19) vaccinations and that any new variants of the virus are of limited severity.

India is on the path to a sustained economic recovery, thanks to the vigorous countrywide drive to deliver safe and wide- reaching COVID-19 vaccinations, which helped reduce the severity of the third pandemic wave with minimal disruptions to mobility and economic activity.

Risks to the outlook include uncertain global economic conditions, potential new surges in COVID-19 cases, and sharp rises in commodity prices.

Large public infrastructure investments planned over the next 2 years will encourage more private investment. Together with the PM Gati Shakti initiative to improve Indias logistics infrastructure, increased financial and technical support to states to expand capital investment will boost infrastructure spending and help spur economic growth.

Forecasts are based on a normal monsoon, which, coupled with rising wheat prices, is expected to boost agriculture output and improve farmers income. The governments production-linked incentive scheme will provide a thrust to the manufacturing sector in FY 2022 and FY 2023.

Inflation will likely increase to 5.8% in FY 2022 amid rising oil prices. While monetary policy will remain accommodative, the central bank may further hike policy rates in the later part of the fiscal year due to tightening of the United States federal funds rate and elevated oil prices. The current account deficit is projected to widen to 2.8% of gross domestic product in FY 2022 due to the rising oil import bill, and is expected to decline to 1.9% in FY 2023 amid an uptick in export growth. Foreign direct investment inflow is expected to moderate amid rising global uncertainty and tightening of global economic and financial conditions

The government announced various schemes to control the damage. This included direct cash transfers and food security measures to poor, with a call for building a self-reliant India/aatmanirbhar Bharat, Rs. 20 Lakh Crores size of stimulus package announced under Atmanirbhar Bharat Abhiyan, to provide effective social protection to migrant workers through national portability of ration cards. The rural sector received assistance with refinance support from NABARD, which included -injection of additional liquidity in the farm sector and by way of increased allocation for the Mahatma Gandhi National Rural Employment Guarantee Scheme.

INDUSRTY STRUCTURE AND DEVELOPMENTS

Pre COVID-19, market capitalisation on each major exchange in India was about $2.16 trillion. The 2019 stock market rally was limited to 8-10 stocks within the large caps. The Sensex returned around 14% (excluding dividends) for the year 2019 but prominently featured blue-chip companies without which Sensex returns would have been negative. However, in the start of 2020, there was overall recovery which led to both NSE and BSE traded at their highest levels, hitting peaks of 12,362 and 42,273 respectively. At the beginning of the year, there were close to 30 companies that were expected to file IPOs. The market conditions were generally favourable as they witnessed record highs in mid-January.

Ever since COVID-19 strike, markets loom under fear as uncertainty prevails. lt has sent markets around the world crashing to levels not witnessed since the Global Financial Crisis of 2008. Following the strong correlation with the trends and indices of the global market as BSE Sensex and Nifty Fifty fell by 38%. The total market cap lost a staggering 27.31% from the start of the year. The stock market has reflected the sentiments this pandemic unleashed upon investors, foreign and domestic alike. Companies have scaled back; layoffs have multiplied and employee compensations have been affected resulting in negligible growth in the last couple of months. Certain sector such as hospitality, tourism and entertainment have been impacted adversely and stocks of such companies have plummeted by more than 40%.

While the world has witnessed many financial crises in the past, the last one being the global recession of 2008, the current coronavirus crisis is different from the past fallouts.

In response to current turmoil, RBI and the Government of India has come up with a slew of reforms such as reductions of repo rate, regulatory relaxation by extending moratorium and several measures to boost liquidity in the system howsoever the pandemic has impacted the premise of the corporate sector. Payments deferrals, subdued loan growth, rising cases of bad loans and sluggish business conditions have impaired the growth and the health of the economic activity. Deceleration of GDP growth, demand-supply chain, cut in discretionary expenses and CAPEX has been observed during the lockdown, which has led to falling in household incomes, marketing spends, reduced travel cost and hiring freeze.

As for the outlook for the market, we only need to look back at its history. Drops in BSE sensitive index is temporary, and each dip provides investors with the opportunity to enter the market and earn a higher return especially for those with long term horizon. Moreover, the higher the fluctuations, the higher chances of getting better returns. While these crises are real and it impacts the world economy, but historically, such crisis has not lasted long, as the world is competent enough to come up with answers to combat these challenges. Despite the fact that its hard to predict the magnitude and impact of Coronavirus on the economy. With an average annual return (CAGR) of around 15 per cent, by growing from 100 points in 1979 to over 41,000 points in 2019, Sensex has proven time and again that corrections are temporary, but growth is permanent.

INDO THAI OVERVIEW

(Trade with confidence)

Established as a stock broking company in year 1995, Indo Thai Securities Limited ("Indo Thai) commenced its journey i with a vision to build an empire with high quality growth businesses in financial services. Ever since our inception, our strategy has been to align capabilities and market insights to countrys rapidly changing business environment.

Today, Indo Thai is one of the leading broking company across central India. Our focus on self - defined rules of good behavior has contributed significantly to growth. Over the last 27 Years we have experienced various growth phases in our journey. Along with our people and our culture, together these are the pillars of what we are today. Our client centricity has enabled us to emerge as a symbol of dependability, trust and confidence. We have come this far solely based on our core values serving as moral compass in our dealings.

OPPORTUNITIES

The industry offers varied opportunities for the company to maintain growth. The Company continues to take efforts to identify opportunities in various types of products, technological initiatives, and competitive advantage and deploys efforts and resources that may be required.

The number of retail investors has increased during the lockdown as people started working from home. Low prices of stocks gave new investors an opportunity to enter markets, while people who are working from home also had time to explore trading in equities. Low deposit rates in banks also brought new investors looking for higher returns compared to other asset classes;

Emerging trends in technology has also opened up new ways for future growth. Consequently, we further plan to train our employees through Artificial Intelligence and Machine Learning mechanisms;

Growing shift from traditional instruments of saving to financialization of saving is also a great opportunity for capital market participants;

Credit, Insurance and Investment Penetration is rising in rural areas;

India benefits from a large cross - utilization of channels to expand reach of financial sector;

Focus on financial inclusion by the government, channelizing the untapped savings currently lying in the form of bank deposits and change in attitude from safeguarding wealth to growing wealth will also enhance the participation of investors across segments thereby proliferating the prospects of Equity Brokerage business;

Earning Urban Youth and increased formal market job opportunities;

Growing purchasing power of financially middle-class investors are interested in more investment opportunities;

Favorable demographics of Indian capital markets like growing middle class and larger younger population with disposable income and investible surplus focused on wealth creation will offer opportunities for our Wealth Management and Mutual Fund Distribution business.

THREATS

The company constantly monitors the threats from competition, industry and takes steps to maintain/ enhance existing competence.

Market trends making other assets relatively attractive investment avenues;

Systematic and non-systematic risks; Security market risks are of two types: Systematic (non-diversifiable) and nonsystematic (diversifiable) risks. Individual companies do not have any control over systematic risks. Non-systematic risks basically fall in the company or industry-specific risk category. Non-systematic risks can be tackled by holding a portfolio that contains multiple stocks from different sectors. This is the reason why market experts include stock specific risks;

Increased intensity of competition from local and global players;

Inflationary pressures and reduction in household savings in financial products is another threat to the sector;

In financial services industry, security and sanctity of client data is of utmost importance. There exists a regular threat for firm data theft via malicious malwares and emails. Cyber-attacks are getting larger in scale and size, even to the extent of co- ordinated attack from different geographies.

If the current tight liquidity situation does not normalize soon, it could affect the natural growth of the complete sector;

Changes in regulatory environment can adversely affect the business. Sudden changes may pose operational challenges;

Slower than expected recovery of macro-economy, domestically as well as globally and inability of government to push through major economic reforms can delay the return of growth.

SEGMENTWISE PERFORMANCE
Equity Segment	Rs. 114	Rs. 3297
The Companys turnover in the equity segment was Rs. 114 Crores in BSE and Rs. 3297 Crores in NSE	Crores	Crores
consisting essentially of secondary market equity, currency, derivatives and debt broking.	BSE	NSE
F&O Segment	Rs. 6998	Rs. 12333.06
The annual turnover recorded by the Company in this segment for the financial year 2021-22 amounts to	Crores	Crores
Rs.6998 Crores.	FY 21-22	FY 20-21
Currency Derivatives Segment	Rs. 295.48	Rs. 246.01
The total turnover for the Company for the currency derivatives segment has been Rs. 295.48 Crores, as compared to Rs. 246.01 Crores in the financial year ended 2021.	Crores	Crores
	FY 21-22	FY 20-21
Mutual Fund Segment	Rs. 94.87	Rs. 96.47
	Lakhs	Lakhs
The Company has recorded the asset under management as on 31st March 2022 of Rs. 94.87 crore for the Assets Mutual Fund Distribution Business for the year 2021-22.	FY 21-22	FY 20-21
Income from Depository Operations
Your Company is a Depository Participant with Central Depository Services (India) Limited ("CDSL"), providing services of dematerialization, rematerialisation and settlement of trades through market transfers and off	Rs.23.6	Rs.19.73
	Lakhs	Lakhs
market transfers. Our income from depository operations for the financial year ended 31st March, 2022 are Rs. 23.6 Lakhs.	FY 21-22	FY 20-21
Commodity Segment:	Rs.6980.44
*The annual turnover recorded by the company in Commodity segment for the financial year 2021-22 amounts to Rs. 6980.44 Crores.	Crores
	FY 21-22

BUSINESS OUTLOOK

Indo Thai promptly addressed many of the challenges passed by. It ensured security of its employees and seamless transition of Work From Home (WFH) with enhanced networking. We are steadfast in our commitment to capital discipline and financial strength. We remain focused on operating excellence executing our projects and enhancing shareholder value enhancement. The industry will focus on more stable borrowing, improving the cost of this borrowing will be a key factor in value creation.

Indo Thai was successfully able to navigate all the dislocations in the market and continued to manage its financial market risks prudently.

Indo Thai is rewiring the business and future readying it for the post COVID-19 world through various measures to keep it Covid- free. As we contemplate in the matter of Indo Thai Securities Limited, in the preparation for the next phase of growth we see a lot of opportunities, but at the same time this demands a lot of dedication and efficiency. We believe in empowering our people with the best available facilities such as technological upgradation and institutional clients and to build a workforce ready for the future.

RISKS & CONCERNS

Risk management entails identifying, assessing and prioritizing risks. Once threats in a company have been identified, assessed and prioritized, resources are used to control and reduce the likelihood that the identified risk occurs. Risk Management is an integral part of yearly business plan at Indo Thai. It is valued as an important tool for organizations risk assessment. This process helps us identify variables (risks and opportunities) to which the Company may be exposed - internal or external, or emerging.

Risk management at Indo Thai involves both top-down and bottom-up approaches for assessing risks/ opportunities, which is then consolidated/ calibrated to get an overview of the entire organization.

The Risk Management Committee is chaired by Mr. Parasmal Doshi. The Committee reviews and discusses the risk trends, exposure and potential impact analysis (including sustainability and information security related risks).

Key risks:

The risk factors that can be specifically identified with our business operations are as outlined below:

1. Regulatory and Compliance Risks:

COVID-19 has led the government to announce a range of notifications which companies needs to adopt swiftly and effectively. The Company is exposed to risks attached to various statutes, law and regulations. The Company is mitigating these risks through internal as well as external compliance audits. Any non-compliance pertaining to regulations may result in considerable penalties and harms the reputation of the Company.

Mitigation: The Company has implemented compliance management system capable of effectively tracking and managing regulatory and internal compliance requirements. Our legal and regulatory specialists are heavily involved in monitoring and reviewing our practices to provide reasonable assurance that we remain aware of and are in line with all relevant laws and legal obligations.

2. Operational Risk:

These risks arise from the failure of the systems, people and processes. The rapid development in financial services business may increase such risks.

Mitigation: The Company maintains a system of internal controls designed to provide high degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls and compliance with applicable laws and regulations.

3. Market Risks:

The financial sector is affected by variety of factors linked to domestic, economic progress and global developments. Equity brokerage is the major source of revenue for the Company. Therefore, any changes in the

market sentiment can highly affect the trading volumes and revenues for the Company.

Mitigation: The Company has diversified its revenue streams across multiple businesses including mutual funds and wealth management services in order to mitigate such risks.

4. Competition Risks:

The Company is exposed to tremendous competition at national level. Entry of discount broking houses has also affected other financial broking companies in the industry.

Mitigation: Diversified and innovative services are offered to keep the clients and other stakeholders intact as well as continuous research and development helps in mitigating the competition risk.

5. Financial Risks:

Maintaining flexible cost structure for protecting profitability in a market downturn and other related factors exposes the Company to financial risks. Change in policies of the government of India may adversely impact our business and prospects.

Mitigation: The risk framework makes definite that risks are monitored and timely actions are taken for every potential violation. Additionally, the asset liability mismatch and margin utilizations are regularly assessed along with close monitoring of liquidity requirements to maintain sufficient liquidity for uncertainties.

Effective mitigation strategies have been developed against each of the identified risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Indo Thai has an effective internal control and risk - mitigation system which are constantly assessed and strengthened with new/revised standard operating procedures.

Internal control review is an overall assessment of the internal control system and its adequacy of each business area to address the relevant risks. Through control review, an organizations resources are directed, monitored, and measured in an effective manner. It plays an important role in protecting the organizations tangible and intangible resources.

To create an effective internal control system, your Company established the following:

Policies and procedures including, among others, organizational structure, job descriptions;

Segregation of duties and responsibilities;

Authorization and approval process;

Performance monitoring and control procedures;

Safeguarding assets, completeness and accuracy;

Manpower management;

Independent internal audit function;

Regulatory compliance and risk management.

Internal Control Systems are implemented:

1. To safeguard the Companys assets from loss or damage.

2. To keep constant check on cost structure.

3. To provide adequate financial and accounting controls and implement accounting standards.

The system is improved and modified according to the changes in dynamic business condition, statutory and accounting requirements. Internal controls are adequately supported by Internal Audit and periodic review by the management.

The Audit Committee of the company meets periodically to review - Financial statements, with the management and statutory auditors. Adequacy/scope of internal audit function, significant findings and follow-up thereon of any abnormal nature, with the internal auditors.

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly INDO THAI works to strengthen such structures. We believe that a strong internal control framework is an important pillar of Corporate Governance. The current system of

Internal Financial Controls is aligned with the requirement of the Companies Act, 2013 and the Securities and Exchange q Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The material information about the Company are promptly provided to all its Stakeholders through its website

www.indothai.co.in. where by enhanced level of information system security controls and monitoring systems are integrated.

REVIEW OF FINANCIAL PERFORMANCE WITH RESPECT

TO OPERATIONAL PERFORMANCE

1. Sources of funds/ Application of funds

(a) Share Capital:

At present, the Company has only one class of shares i.e. equity shares of face value of Rs.10/- each. The Companys authorized share capital is Rs. 12 Crores, divided into 1.20 Crores equity shares of Rs. 10/- each. The issued, subscribed and paid up capital stood at Rs. 10 Crores as on 31^st March, 2022, unvaried from the previous financial year.

(b) Reserves & Surplus:

(i) Security Premium Reserve& Retained Earnings:

The balance in Securities Premium Account & Retained Earnings as on 31^st March, 2022 amounted to Rs. 5343.78 Lakhs.

The balance reported in previous year was Rs. 4403.75 Lakhs.

(ii) Profit and Loss Account:

The balance in the Profit and Loss account as at 31^st March, 2022 is Rs. 1040.03 Lakhs. The balance reported in the previous year was Rs. 1044.39 Lakhs.

2. Shareholders Funds (NET WORTH)

The total Shareholders Funds is Rs. 6343.78 Lakhs as on 31^st March, 2022. The balance reported in previous year was Rs. 5403.75 Lakhs.

3. Prices on exchanges during the year:

The Companys shares high and low prices in BSE & NSE are as under:

Exchange	High		Low
	Price per Share (Rs.)	Date	Price per Share (Rs.)	Date
BSE	397.70	31/03/2022	47.10	26/04/2021
NSE	396.35	31/03/2022	47.55	20/04/2021

4. Deferred Tax Assets / Liabilities

We recorded 3.01 Lakhs deferred tax assets as on 31st March, 2022 as compared to Rs. NIL during the previous year. Deferred Liabilities were reported Rs. NIL as on 31st March, 2022 as compared to 40.31 Lakhs during the previous year.

5. Trade Receivables

There is a decrease in trade receivables of the Company as compared to previous year. The figure of trade receivables was reported at Rs. 264.74 Lakhs as on 31st March, 2022 which was Rs. 353.39 Lakhs as on 31stMarch, 2021.

6. Cash & Cash Equivalents

The Cash & Cash Equivalents of the Company has decreased as compared to previous financial year and reached at Rs.127.98 Lakhs on 31st March, 2022 which was Rs. 597.57 Lakhs in previous year.

7. Revenue

Total revenue from operations has been reported Rs. 1985.15 Lakhs as on 31st March, 2022 as compared to Rs. 2188.19 Lakhs on 31st March, 2021.

8. Earnings Per Share

The earnings per share for the financial year 2021-22 is Rs. 10.40/- in comparison to figure reported for financial year 2020- 21i.e. Rs. 10.30/-

DEVELOPMENTS IN HUMAN RESOURCES

At Indo Thai, our relentless focus is on attracting, retaining and nurturing the best of talents to lead the organization towards achieving its strategic goals. We ensure a work culture free of discrimination and bias and provide equal opportunity to all.

In the past, training was the only planned way of developing human resources. But now Human Resource Management (HRD) has emerged as an interdisciplinary and integrated approach to the development of human resources.

In the organizational context, human resource development may be described as a continuous and planned process by which employees of an organization are helped to:

(a) Acquire or sharpen capabilities required to perform various functions associated with their present or expected future roles.

(b) Develop their general capabilities as individuals and discover and exploit their own inner potential for their own and/or organizational development purpose.

( c ) Develop an organizational culture in which superior-subordinate relationships, teamwork and collaboration among sub-units are strong and contribute to the professional well-being, motivation and pride of employees.

HRD for Indo Thai in brief is transformation of potential human resources into kinetic human resources for optimisation of the potential capacity of employees. 9 q

Human rather than capital is the key to development.HRD is needed by any organization that wants to grow continuously. No organisation can grow and survive in the present-day environment without the growth and development of its people.Inspite of the Economic slow-down the Company recognized the contribution of the employees through structured compensation revision process.

The scope of HRD is not limited to the development of the organizational role of the employees but extends to the individuals inner feelings, genius and latent potentialities of those working in the organization. Individuals in an organization have unlimited potential for growth and development and this can be multiplied and channelized through systematic efforts. The company views human resources as the total knowledge, skills, creative, abilities, talents and aptitudes of an organizations workforce as well as the values, attitudes and beliefs of the individual involved.

HRD is an effort to develop capabilities and competence among employees as well as to create an organizational environment conducive to the employees development.

The highest standards of safety and precautionary measures were established, Work From Home concept was initiated wherever possible. In order to uphold the values of ethical conduct and compliance, the Company ensured all employees followed a detailed and structured training and awareness to familiarize themselves with the standards and expectations on ethics. During these difficult times, the Company reached out to the disadvantaged and weaker sections of society and provided assistance through our CSR program. The Indo Thai family consists of 59 employees including 5 Key Managerial Personnel.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

The significant changes in the key financial ratios of the Company which are more than 25% as compared to the previous year are summarized as below:

CAUTIONARY STATEMENT

This report contains several forward-looking statements that involve risks and uncertainties, including, but not limited to, risks inherent in Indo Thais growth strategy, acquisition plans, dependence on certain businesses, dependence on availability of qualified and trained manpower, economic conditions, government policies and other factors. The companys actual results, performances or achievements could thus differ materially from those expressed or implied in such forward-looking statements. This report should be read in conjunction with the financial statements included herein and the notes annexed thereto.