To the Members, 

Your Directors have pleasure in presenting before you the Thirty Sixth
Annual Report together with the Audited Statements of Accounts for the year ended 31st
March, 2025

2025 Stateofaffiars ofthe Company 2024-
Results of Operations :

During the year, your company has earned a gross income of Rs.2680.88
lakhs as against Rs.2494.83 lakhs in the previous year. Under Stock Broking, your company
has a mix of institutional and individual clients and has achieved a turnover of
Rs.15709.18 crores during the year as against Rs.12067.72 crores in the previous financial
year. Your company also provides Depository services to institutions and retail customers
and has 91360 accounts under DP operations and 50319 accounts under broking operations.
Your company reported a net profit of Rs.828.28 lakhs during the year 2024-25 as against a
net profit of Rs.886.37 lakhs in the previous year as under:

  

    

    

    

    
Rs. Lakhs
  
  

    
Sl. No.
    
Particulars
    
FY2024-25
    
FY2023-24
  
  

    

    
Revenue from Operations
    

    

  
  

    
1
    
Interest Income
    
626.51
    
475.94
  
  

    

    
Dividend Income
    
1.49
    
1.93
  
  

    

    
Rental Income
    
21.00
    
16.21
  
  

    

    
Fees and commission Income
    
2010.62
    
1895.86
  
  

    

    
Net gain on fair value changes
    
17.93
    
102.47
  
  

    

    
Total Revenue from operations
    
2677.55
    
2492.41
  
  

    
2
    
Other Income
    
3.33
    
2.42
  
  

    

    
Total Income (1+2)
    
2680.88
    
2494.83
  
  

    
3
    
Expenses
    

    

  
  

    

    
Finance Costs
    
12.18
    
7.13
  
  

    

    
Fees and commission expense
    
157.49
    
149.86
  
  

    

    
Impairment on financial instruments
    
25.13
    
18.06
  
  

    

    
Provisions and Write Offs
    
0.00
    
0.00
  
  

    

    
Employee Benefits Expenses
    
897.50
    
836.77
  
  

    

    
Depreciation, amortization and impairment
    
43.79
    
37.91
  
  

    

    
Other expenses
    
394.86
    
279.84
  
  

    

    
Total Expenses
    
1530.95
    
1329.57
  
  

    
4
    
Profit / (loss) before exceptional items
    and tax
    
1149.93
    
1165.26
  
  

    
5
    
Exceptional items
    
0.00
    
0.00
  
  

    
6
    
Profit/(loss) before tax
    
1149.93
    
1165.26
  
  

    
7
    
Tax Expense:
    

    

  
  

    

    
(a) Current Tax
    
304.82
    
278.54
  
  

    

    
(b) Current Tax -Previous years
    
12.19
    
(4.16)
  
  

    

    
(c) Deferred Tax
    
(13.41)
    
87.01
  

 

  

    

    
Profit / (loss) for the period from
    continuing operations
    
846.33
    
803.87
  
  

    

    
Profit/(loss) from discontinued operations
    (After tax)
    
0.00
    
96.00
  
  

    
8
    
Profit/(loss) for the period 
    
846.33
    
899.87
  
  

    

    
Other Comprehensive Income
    

    

  
  

    

    
Items that will not be reclassified to profit
    or loss
    

    

  
  

    

    
(i) Re-measurement gains and (losses) on
    defined benefit obligations (net)
    
(24.12)
    
(18.04)
  
  

    

    
(ii) Income tax relating to items that will
    not be reclassified to profit or loss
    
6.07
    
4.54
  
  

    

    
Total Other Comprehensive Income (i) + (ii)
    
(18.05)
    
(13.50)
  
  

    

    
Total Comprehensive Income for the period
    
828.28
    
886.37
  
  

    

    
Paid up equity share capital
    
4437.82
    
4437.82
  
  

    

    
Earnings per equity share - Basic and Diluted
    
1.91
    
2.03
  


Dividend:

As your Company's profits are not adequate and for the reserves to
be ploughed back to improve the net worth, your Directors do not recommend any dividend
for the year 2024-25.

Board Meetings: 

The Board of Directors met 8 times during the financial year, on
22.04.2024, 18.05.2024, 20.06.2024, 19.07.2024, 17.08.2024, 21.10.2024, 21.01.2025 and
28.03.2025. The meeting details are provided in the Corporate Governance report that forms
part of this Annual Report. The interval between any two meetings did not exceed 120 days,
as prescribed by the Act.

Directors and Key Managerial Personnel:

Shri. Ashutosh Choudhury, (DIN: 09245804) Executive Director of Indian
Bank has been appointed as Nominee Director of the Company with effect from 20th June
2024. Further, Shri V.A Prasanth (DIN: 07583586) and Smt. Padma. R (DIN: 09112490) were
appointed as Independent Directors with effect from 17th August 2024.
Based on the declarations received from the Independent Directors, the
Board is of the opinion that Shri V.A Prasanth and Smt. Padma. R, Independent Directors
fulfill the conditions specified in the Act and listing regulations and are independent of
the Management. Shri G R Sundaravadivel (DIN: 00353590) and Smt. Chitra Murali, (DIN:
06751105) Independent Directors, retired from the position of Independent Directors upon
completion of their term of appointment, (second term of five (5) consecutive years), from
the closing of business hours on 20th September, 2024.
Their retirement was taken on record by the Board of Directors at its
meeting held on 21.10.2024. The Board also recorded the valuable services provided by them
during their tenure as directors of the Company. 

Retirement of Directors by rotation:

Shri Ashutosh Choudhury, Non-executive Nominee Director of the Company,
who has been longest in the office since last appointment, is subject to retire by
rotation and being eligible, offers himself for re-appointment. 

Transfer to reserves:

The accumulated profits of the pervious years has been carried over to
the reserves and the ‘Reserves & Surplus' of the Company stands at
Rs.4727.35 lakhs as on 31.03.2025.

Changes in the nature of business: The Company did not undergo any
change in the nature of its business during the financial year 2024-25. 

Fixed deposits:

The Company has not accepted any fixed deposits, including from the
public, and, as such, no amount of principal or interest was outstanding as of the Balance
Sheet date.

Declaration from Independent Directors on Annual Basis:

The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013 that the
Independent Directors of the Company meet with the criteria of their Independence laid
down in the said Section .

Subsidiary companies

Your Company has no subsidiary Companies as on March 31, 2025.

Vigil Mechanism:

The Company has established a vigil mechanism called
‘Whistle-Blower Policy' for eligible persons to report genuine concerns as per
the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per
Regulation 22 of SEBI (LODR), Regulations, 2015. The details of the Whistle-blower Policy
is explained in the Corporate Governance Report and a copy of the Policy is posted on the
website of the Company.p>

Director's Responsibility Statement:


In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that: a) In the preparation of the annual accounts, the
applicable accounting standards had been followed along with proper explanation relating
to material departures; b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period; c) the Directors
had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities d) The Directors had prepared
the annual accounts on a going concern basis; and e) The Directors had laid down internal
financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively; f) The Directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

Particulars of loans and investments by company

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.

Annual Return:

A copy of the Annual Return of the Company is placed in the website of
the Company i.e., www.indbankonline.com under Investors Annual Return.

Auditors: 

For the financial year 2024-25, M/s. Brahmayya &Co, Chartered
Accountants, Chennai was re- appointed as Statutory Auditors by the Office of the
Comptroller and Auditor General of India in exercise of the powers conferred on them by
section 139 of the Companies Act, 2013.

Auditors Observations in the Audit Report: 

There was no observation in the Audit Report issued by the Statutory
Auditors for the FY 2024-25.

Secretarial Audit: 

M/s. SPNP & Associates, Practising Company Secretaries, was
appointed as the Secretarial Auditors for the year 2024-25 by the Board of Directors at
its meeting held on 21.01.2025. A copy of Secretarial Audit Report in Form MR 3, issued by
the Secretarial Auditor for the FY 2024-25 is annexed to this Report and there were no
adverse remarks in the said report.

Information as per Section 134 (3) (m) of the Companies Act, 2013 i)
The company has no activity relating to conservation of energy or technology absorption.
ii) The company did not have any foreign exchange earnings as well as expenses.

Material Changes and commitments, if any:

There were no material changes or commitments affecting the financial
position of the Company that occurred between the end of the financial year to which these
financial statements relate and the date of this report.

Significant & Material orders passed by the Regulators:

There were no significant and material order passed by the regulators
or Courts or Tribunals impacting the going concern status and the company's
operations in future. 

Details of adequacy of Internal Financial Controls:

The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations.

Risk Management Policy:

The company has put in place the Risk Management Policy compatible with
the type and size of operations and risk perception. The said policy is drawn up based on
the guidelines of SEBI and stock exchanges issued in this regard.

Corporate Social Responsibility Policy:

The company has put in place the Corporate Social Responsibility Policy
in terms of Section 135 of the Companies Act, 2013. The said policy is drawn up in terms
of the section 135 and other relevant section/ rules of Companies Act 2013. The Annual
Report on CSR activities is annexed to the Board Report. CSR Policy of the Company is
placed in the website of the Company i.e., www. indbankonline.com under Policies and
Procedures Corporate Social Responsibility Policy.

Policy on criteria for determining qualifications, remuneration for the
directors, key managerial personnel and other employees:

The Nomination and Remuneration Committee of the Company pursuant to
section 178 of the Companies Act, 2013, has formulated the Nomination and Remuneration
Policy which includes the criteria for determining qualifications, positive attributes and
independence of a director, remuneration of the directors, key managerial personnel and
other employees. The said Policy of the Company is placed in the website of the Company
i.e., www.indbankonline.com under Policies and procedures Nomination and Remuneration
Policy.

Related Party Transactions:

During the year under review, the transactions with related parties
under section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and
its Powers) Rules 2014 is annexed herewith in Form AOC 2. 

Disclosure under the sexual harassment of women at workplace
(prevention, prohibition and redressal) Act, 2013:

An Internal Complaints Committee (ICC) is constituted to redress
complaints received regarding sexual harassment and discrimination at work place. During
the year ended March 31, 2025, no complaints pertaining to sexual harassment /
discrimination were received by the Committee.

Management discussion and analysis report

The ‘Management Discussion and Analysis Report' for the
financial year under review is provided as a separate statement in the Annual Report.

Formal Annual Evaluation: 

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR),
Regulations, 2015, an annual performance evaluation of Board, Audit, Nomination &
Remuneration and Stakeholders Relationship Committees was conducted by the Independent
Directors at their meeting held on 24th March 2025. The performance evaluation
of the Independent Directors was carried out by the entire Board (Except by the director
being evaluated) at its meeting held on 28th March 2025. Additionally, the
Independent Directors also evaluated the performance of the President & Whole Time
Director and the Non-Executive Nominee Directors. The Directors expressed their
satisfaction with the evaluation process and the performance of the Board.

Ratio of Remuneration to each Director:

Details/Disclosures of Ratio of Remuneration of each Director to the
median employee's remuneration is given in Annexure 1.

Listing with Stock Exchanges: 

The Company confirms that it has paid the annual listing fees for the
year 2024-25 to NSE and BSE where the Company's Shares are listed. 

Corporate Governance 

Your Company has taken adequate steps to adhere to the provisions of
Corporate Governance as per SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015. A report on Corporate Governance is included as a part of this Annual
Report. Certificate from the Secretarial Auditor of the company confirming the compliance
with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 is enclosed with this report.

Other disclosures and affirmations:

Pursuant to the provisions of Rule 8 of Companies (Accounts) Rules,
2014, the Company affirms that: i. Maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is not
applicable for the Company.
ii. There were no proceedings, either filed by the Company or against
the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
under review.
iii. There was no instance of onetime settlement made by the Company.

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 (1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, is attached
with this report. None of the employees of the company received remuneration in excess of
the limits prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules of the Companies Act, 2013.
All eligible employees have been extended the statutory benefits
prescribed under the Act and the Company declares that it has duly complied with the
provisions of the Maternity Benefit Act, 1961.

Outlook:

Your company will continue to focus its efforts to increase its
activities under fee-based business in addition to concentrating on recovery of over dues
and reduction of Non-Performing Assets, disinvestment of quoted and unquoted investments.
Your company's involved management network, satisfied clientele, quality manpower and
diligent internal control and cost control measures will enable your company to continue
to report better performance in the coming years.

Acknowledgements:

Your Directors express their appreciation for the contribution made by
the Company's dedicated Employees.
Your Directors also wish to place on record their thanks to the Bankers
of the Company and their appreciation for the assistance, support and guidance received
from Indian Bank and its Employees.
Your Directors wish to place on record their gratitude to the Ministry
of Finance, Government of India, SEBI, Stock Exchangers and Comptroller and Auditor
General of India for their valuable guidance.
In conclusion, your Directors thank, you, the members of the company
for your support and seek your continued patronage for achieving better results. for and
on behalf of Board of Directors Indbank Merchant Banking Services Limited

  

    
Sd/-
    
Sd/-
  
  

    
V. Haribabu
    
Sunil Jain
  
  

    
President and Whole Time Director
    
Nominee Director
  
  

    
DIN: 09523733
    
DIN: 09665264
  
  

    
Place: Chennai
    

  
  

    
Date: 18.07.2025