DB (International) Stock Brokers Ltd Management Discussions

(As per Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

1. Global Economy

In FY 2024-25, the global economy demonstrated moderate and regionally diverse growth amid persistent global headwinds. While some advanced and emerging economies showed signs of resilience, others grappled with slowing momentum due to elevated interest rates, trade tensions, and ongoing geopolitical conflicts. Inflation remained a central concern, particularly in services and energy sectors, prompting central banks to maintain cautious monetary stances. Trade disruptions and tariff escalations·especially involving major economies·added to global uncertainty. Despite these challenges, financial markets showed relative stability, with select sectors, such as technology and renewable energy, continuing to perform strongly.

2. Indian Financial Market

The industrial finance market navigated a challenging macroeconomic environment in FY 2024-25. shaped by rising borrowing costs, geopolitical tensions, and evolving trade dynamics. In an effort to combat persistent inflation, central banks maintained high interest rates, dampening investment particularly in capital-intensive sectors. Traditional manufacturing was constrained by trade restrictions and supply chain shifts, while financing activity increased notably in infrastructure, defense, and green technology. Investor interest shifted toward automation and energy transition industries, with financial institutions favoring stable, low-risk industrial borrowers. Despite global uncertainties, the market remained resilient, supported by long-term infrastructure investments and continued supply chain diversification.

3. Growth of Indian Stock Market

In FY 2024-25. the Indian stock market experienced a blend of volatility and resilience. The Nifty 50 and BSE Senscx registered modest annual gains of 5.34% and 5.10%. respectively. The first half of the year witnessed a robust rally, driven by strong economic growth, rising foreign institutional investments, and increased retail participation particularly in sectors such as defense, healthcare, and real estate. In contrast, the second half saw a 9% decline in the Nifty 50. triggered by global interest rate hikes, geopolitical tensions, and a slowdown in corporate earnings. Nevertheless, the market demonstrated stability, with the market capitalization of BSF-listcd companies rising by ^25.9 lakh crore to reach ^4.13 lakh crore. Looking ahead, analysts remain cautiously optimistic for FY 2025 -26 supported by ongoing economic reforms and continued investor confidence.

4. Industry structure and developments:

The stock broking industry in India has been evolving rapidly, characterized by heightened competition and technological innovation. Key developments include:

• Technological Advancements: The industry has seen significant investment in trading technologies, improving speed, accuracy, and efficiency.

• Regulatory Changes: The SEBI has introduced new regulations to enhance market integrity and investor protection.

• Increased Competition: The entry of new players and digital brokers has intensified competition, leading to innovations in serv ice offerings and client engagement.

• Focus on Compliance: Ensure strict adherence to regulatory standards through robust policies, continuous monitoring, and a culture of ethical conduct.

5. Our Stand in This Market Situation

DB (International) Stock Brokers Limited has strategically positioned itself to capitalize on emerging opportunities in the Indian financial markets. Our efforts have been directed toward strengthening our technological infrastructure, broadening our range of services, and enhancing client experience. With a strong focus on regulatory compliance, operational excellence, and forward-looking market strategies, we have effectively navigated the evolving industry landscape. This positions us well to deliver sustainable value to our stakeholders and seize future growth opportunities.

6. Opportunities and threats:

Opportunities:

• Expansion of Services: Growing demand for diversified financial products presents opportunities for expanding our service portfolio.

• Rising Retail Participation: Increasing financial literacy, ease of access through digital platforms, and growing interest in wealth creation are driving retail investor participation in equity markets, offering significant business expansion potential.

• Technological Integration: Advancements in fin tech, AI, and automation provide opportunities to enhance client experience, reduce operational costs, and create scalable, efficient trading platforms.

• increased Investor Participation: Growing retail and institutional investor participation in the stock market.

• Regulatory Support: Favorable regulatory changes aimed at improving market transparency and investor protection.

• Expansion of Derivatives and Commodity Markets: Increasing interest in derivative and commodity trading offers new revenue streams and avenues for client diversification beyond traditional equity markets.

Threats:

• Market Volatility: High market volatility can significantly impact trading volumes, client

sentiment, and revenue stability.

• Regulatory Challenges: The Indian regulatory market is governed by strict regulations enforced by SEBI, stock exchanges, and other financial regulatory authorities. Non-compliance or delays in adapting to regulatory changes can result in penalties, reputational damage, or license suspension.

• Competitive Pressures: Intense competition, particularly from discount brokers and fintech platforms, continues to exert pressure on brokerage margins. Firms must innovate and optimize costs to remain competitive.

• Cybersecurity Risks: With the growing use of digital platforms, brokers are increasingly vulnerable to cyberattacks, data breaches, and online fraud.

7. Segment-wise or Product wise performance: The Companys current business operations are stock broking and allied activities

8. Future prospects and outlook:

Looking ahead, we remain confident in the growth prospects of DB (International) Stock Brokers Limited. The Indian financial markets continue to show resilience, backed by macroeconomic stability, rising investor participation, and a supportive regulatory environment. Our strategic focus will be on expanding our product portfolio, leveraging advanced technologies to enhance operational efficiency, and deepening client engagement through personalized and value-driven services. We are committed to sustaini our growth momentum and deliver on our long-term strategic objectives.

9. Risks and Concerns

Key risks include:

• Market Volatility Risk: High market volatility can significantly impact trading volumes, client sentiment, and revenue stability. Sudden market movements due to economic, geopolitical, or regulatory developments can lead to increased exposure and losses, which could impact our performance.

• Regulatory Compliance: The Indian regulatory market is governed by strict regulations enforced by SLBI. stock exchanges, and other financial regulatory authorities. Non-compliancc or delays in adapting to regulatory changes can result in penalties, reputational damage, or license suspension.

• Technological Disruptions: With the growing use of digital platforms, we are increasingly vulnerable to cyber-attacks, data breaches, and online fraud.

• Market Competition: Intensified competition may affect market share and profitability.

10. Internal Control System and Its Adequacy

We have established comprehensive internal control systems to ensure compliance, accuracy, and transparency throughout our operations. These controls arc continuously reviewed and enhanced to proactively identify and address potential risks and gaps. To ensure their effectiveness, we conduct regular internal and external audits. Our steadfast commitment to strong internal controls helps safeguard our assets and ensures full adherence to regulatory requirements.

11. Operating Results & Financial Performance

For FY 2024-25, the company reported stable operating its results. Key financial metrics reflect our focus on cost management and revenue growth. Our financial performance highlights our ability to adapt to market conditions and execute our strategic initiatives effectively.

12. Human Resources

Our Human Resources strategy is centered on attracting, developing, and retaining top talent to drive long-term organizational success. We prioritize continuous learning through targeted training and development programs designed to enhance employee skills and ensure alignment with our strategic objectives. By fostering a supportive work environment and placing a strong emphasis on employee well-being, we create a culture that promotes engagement, productivity, and sustainable performance.

13. Review of Operations

During Over the past year, we have made substantial progress in streamlining our operations and driving greater efficiency across the board. Key initiatives included the integration of advanced trading technologies, the optimization of core processes, and the implementation of enhanced client service protocols. Together, these enhancements have significantly elevated our service delivery standards and strengthened overall operational performance.

14. Cautionary Statement

This Management Discussion and Analysis Report contains forward-looking statements based on current expectations and assumptions. Actual results may differ materially due to various factors, including changes in market conditions, regulatory developments, and unforeseen events. Readers arc cautioned not to place undue reliance on these forward-looking statements.

15. Details of Significant changes in key financial ratios:

S. No. Ratios	FY 2024-25	FY 2023-24
1 Debtors turnover (days)	NA	NA
2 Inventory turnover (days)	NA	NA
3 Interest coverage ratio (times)	7.19	8.84
4 Current ratio (times)	2.79	2.01
5 Debt equity ratio (times)	0.25	1.27
6 Operating profit margin ratio (%)	NA	NA
7 Net profit margin ratio (%)	12.76	18.28

16. Details of any change in Return on Net Worth as compared to the immediately previous financial year.

	As at 31s* March, 2025	As at 31st March. 2024
Capital + Free Reserves	68,75,101.20	63,67,625.33
Less: non-allowable assets
(a) Fixed assets	2,86.528.79	2.67.730.85
(b) Pledged Securities
(C) Members card
?I) Non-allowable securities (unlisted securities)	1,25,000.00	1.25,000.00
(e) Bad deliveries
(0 Doubtful debts and advances*	29.650.91	42.20.422
(g) Prepaid expenses, losses	55.332.67	40,237.60
(h) Intangible assets	23,527.86	60,82,094
(i) 30% value of marketable securities	18.492.73	4,533.13
Net Worth	63.36,568.24	58.27.098.59

* Explanation - Includes debts/advunces overdue for more than three months or given to associate

17. Disclosure of Accounting Treatment: Please refer to Significant Accounting Policies annexed in the Annual Report.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

(Pursmint to the Section 135 of the Companies Act, 2013 anil Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. A brief outline of the Companys CSR policy of the Company:

We are focusing towards our commitment to ensuring that our activities extend beyond business and include initiatives and endeavors for the benefit and development of the community and society. Wc focus on our social and environmental responsibilities to fulfill the needs and expectations of the communities around us. Our Company lays down the guidelines for undertaking programmers geared towards social welfare activities or initiatives. Along with ensuring Profit and growth for the organization, we ensure that the society as whole is benefited alongside. Through this CSR Policy, the Company proposes to adopt short, medium and long term CSR programs and initiatives.

2. The Composition of the CSR Committee as on 3 I^s March, 2025.

Sr. No. Name of Director	Designation	Nature of Directorship	Number of meetings Committee during the Year
			Convened	Attended
1 Mr. Shiv Narayan Daga	Chairman	Executive Director	1	1
2 Mr. Milap Chand Bothra	Member	Non-Executive-Independent Director	1	1
3 Mr. Sachin Kumar Rat hi	Member	Non-Executive-Non Independent Director	1	1

3. The web-link where the Composition of CSR committee, CSR Policy and CSR projects approved by the board arc disclosed on the website of the company.

• The composition of the CSR Committee is available on our website, at

https://www.dhonline.in/Admin/Pdf/Corporatc Social Responsibility/COMPOSITION OF CORPO RATE SOCIAL RESPONSIBILITY COMMlTTEE.pdf

• The Committee, with the approval of the Board, has adopted the CSR Policy as required under

Section 135 of the Companies Act, 2013. The CSR Policy of the Company is available on our website, at

https.^www.dbonline.in/Admin/Pdl/Corporate Social Rcsponsibilitv/DB CSR Policy.pdf

• The Board of Directors at its meeting, has approved the annual action plan / projects, the details of which are available on our website, at

httnsiAv^vw.dbonline.iivAdniin/Pdf/Cornoratc Social Responsibility/Annual Action Plan FY 2023 -2024.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8. if any - Not Applicable

5. Average net profit of the company (for the past Three years) as per section 135(5) of the Companies Act, 2013: ? 9,29,87,008

a) Two percent of average net profit of the company (for the past Three years) as per section 135(5):	* 18.59,740
b) Surplus arising out of the CSR projects or programs or activities of the previous financial years	NIL
Amount required to be set off for the financial year, if any	NIL
Total CSR obligation for the Financial Year 2024-25 (5a+5b-5e).	* 18.59,740

6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): 19,00.000

(b) Amount spent in Administrative overheads: ML

(c) Amount spent on Impact Assessment, if applicable: NIL

7. (d) Total amount spent for the Financial Year [(a) 4 (b) 4 (c)]: ? 19,00.000

8. (e) CSR amount spent or unspent for the Financial Year 2024-25: As below mentioned

Total Amount Spent for the Financial Year, (in ?)	Amount lnspent (in ?)
	Total Amount transferred to unspent CSR Account as per section 135(6).	Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
2024-25	Amount. Date of transfer.	Name of the Amount. Date of Fund transfer
19.00.000	NIL

(f) Excess amount for set off, if any:

SI. No. Particular	Amount (in ?)
(i) Two percent of average net profit of the company as per section 135(5)	18,59.740
(ii) Total amount spent for the Financial Year	119,00,000
(iii) Excess amount spent for the financial year [(ii)-(i)]	40,260
(iv) Surplus arising out of the CSR projects or programs or activities of the previous financial years, if any	68,641
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	1,08,901

FORM MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 ami Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014/

To

The Members,

DB (INTERNATIONAL) STOCK BROKERS LIMITED

U.No 210/211 211 A, 2nd Floor, Dalai Street Commercial Co-operative Society Ltd,

Block No 53. Zone 5, Gilt City Gandhinagar-382355

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by M/s. DB (INTERNATIONAL) STOCK BROKERS LIMITED (hereinafter called "the Company”), incorporated on 28" February, 1992 having CIN: L67120GJ1992PLC121278 and Registered office at U.No. 210/211/211A. 2nd Floor. Dalai Street Commercial Co-operative Society Ltd, Block No 53, Zone 5. Gift City Gandhinagar-382355. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March. 2025 ("The period under review") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the maimer and subject to the reporting made hereinafter

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company and have relied on the records, documents and information shared to us by the Company, for the Financial Year ended on 31st March, 2025, according to the following provisions of (including any statutory modifications, amendments, or re-enactment thereof for the time being in force):

(i) The Companies Act. 2013 (the Act) and the rules made thereunder:

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder: APPLICABLE

(iii) The Depositories Act, 1996 and the Regulations and the Bye-Laws framed thereunder: APPLICABLE

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: NOT APPLICABLE

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act. 1992 (SEBI Act):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011 -APPLICABLE

h) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015- APPLICABLE

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018 - NOT APPLICABLE

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations. 2021 - NOT APPLICABLE

e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018- NOT APPLICABLE

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations. 1993 regarding the Companies Act and dealing with client- NOT APPLICABLE

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations. 2021 - NOT APPLICABLE

h) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008 and Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations. 2021- NOT APPLICABLE

i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations. 2015 (SEBI LODR)- APPLICABLE

(vi) The other law. as informed and certified by the management of the Company which, is specifically applicable to the Company based on their sector/ industry is:

SEBI (Stock Brokers & Sub - Brokers) Regulations, 1992

We have relied on the representation made by the Company and its officers for the systems and the mechanism formed by the company for the Compliances under the applicable Acts and the regulations to the Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii> The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act. Rules. Regulations, Guidelines, Standards, etc. mentioned above except to the extent specified bclow-

During the audit period, it was observed that the Company had appointed Ms. Sunita Sadani as an Independent Director on the Board of the Company w.e.f. January 15, 2025. However, it was noted that Ms. Sunita Sadani is the spouse of Mr. Brijcsh Sadani, w ho already served as an Independent Director in the Company till March 31, 2024. The appointment was not in confirmity with Section 149(11) of the Companies Act. 2013 on account of indirect association of Brijcsh Sadani, the Company subsequently

rectified this non-compliance by taking note of the resignation of Ms. Sunita Sadani from the position of Independent Director with effect from February 12. 2025. Additionally, in relation to the publication of the Annual General Meeting notice in the newspaper, it is observed that while the Company followed the general requirements under the Act. there remains scope for refinement in aligning the format and content with the guiding principles set out under Rule 20 of the Companies (Management and Administration) Rules, 2014 read with Section 108 .of the Act. It is suggested that the Company may consider reviewing the same for improved clarity and alignment in future disclosures.

We further report that-

The Board of the Company is duly constituted with proper balance of Executive Directors. Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors and Key Managerial Personnel that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent as per the provisions of the Companies Act. 2013 and the rules made thereunder, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through the unanimous consent of all the Board of Directors and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.