Indbank Merchant Banking Services Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting before you the Thirty Seventh Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2026.

State of Affairs of the Company 2025-26:

Results of Operations:

During the year, your company has earned a gross income of Rs.2515.29 lakhs as against Rs.2680.88 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.15771.07 crores during the year as against Rs.15709.18 crores in the previous financial year. Your company also provides Depository services to institutions and retail customers and has 93633 accounts under DP operations and 53883 accounts under broking operations.

Your company reported a net profit of Rs.708.92 lakhs during the year 2025-26 as against a net profit of Rs.828.28 lakhs in the previous year as under:

Sl.No. Particulars	FY 2025-26	FY 2024-25
Revenue from Operations
1 Interest Income	684.30	626.51
Dividend Income	1.38	1.49
Rental Income	16.73	21.00
Fees and commission Income	1818.89	2010.62
Net gain on fair value changes	(10.03)	17.93
Total Revenue from operations	2511.27	2677.55
2 Other Income	4.02	3.33
Total Income (1+2)	2515.29	2680.88
3 Expenses
Finance Costs	18.73	12.18
Fees and commission expense	132.54	157.49
Impairment on financial instruments	5.43	25.13
Provisions and Write Offs	0.20	0.00
Employee Benefits Expenses	928.45	897.50
Depreciation, amortization and impairment	23.96	43.79
Others expenses	440.60	394.86
Total Expenses	1549.91	1530.95
4 Profit / (loss) before exceptional items and tax	965.38	1149.93
5 Exceptional items	0.00	0.00
6 Profit/(loss) before tax	965.38	1149.93
7 Tax Expense:
(a) Current Tax	256.97	304.82
(b) Current Tax - Previous years	0.00	12.19
(c) Deferred Tax	6.68	(13.41)

8 Profit/(loss) for the period 712.48 846.33 Other Comprehensive Income Items that will not be reclassified to profit or loss (i) Re-measurement gains and (losses) on defined benefit obligations (net) (4.75) (24.12) (ii) Income tax relating to items that will not be reclassified to profit or loss 1.19 6.07 Total Other Comprehensive Income (i) + (ii) (3.56) (18.05) Total Comprehensive Income for the period 708.92 828.28 Paid up equity share capital 4437.82 4437.82 Earnings per equity share - Basic and Diluted 1.61 1.91

Dividend:

As your Companys 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 financial year 2025-26.

Board Meetings:

The Board of Directors met seven (7) times during the financial year, on 24.04.2025, 18.07.2025, 02.09.2025, 13.10.2025, 05.12.2025, 14.01.2026 and 18.03.2026. 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:

During the financial year under review, there was no change in the composition of the Board of Directors of the Company. Shri Tausif Inamdar, Chief Financial Officer of the Company, was repatriated to Indian Bank with effect from 18th July 2025. Consequently, the Board of Directors, at its meeting held on 18th July 2025, upon the recommendations of the Nomination and Remuneration Committee and the Audit Committee, at their respective meetings held on the same day, appointed Shri M.S. Balaji as the Chief Financial Officer of the Company with effect from 19th July 2025.

Retirement of Directors by rotation:

Shri Sunil Jain, 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 previous years have been carried over to the reserves and the Reserves & Surplus of the Company stands at Rs. 5436.27 lakhs as on 31.03.2026.

Changes in the nature of business: The Company did not undergo any change in the nature of its business during the financial year 2025-26.

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 Section 149(6).

Based on the declarations received from the Independent Directors, the Board is of the opinion that Independent Directors fulfill the conditions specified in the Act and listing regulations and are independent of the Management.

Subsidiary companies

Your Company has no subsidiary companies as on March 31, 2026.

Vigil Mechanism:

The Company has established a vigil mechanism called Whistle Blower Policy for reporting 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, www.indbankonline.com ? Policies and procedures ? Whistle Blower Policy.

Directors 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 ? Investors ? Annual Return.

Auditors:

For the financial year 2025-26, M/s. Anand & Ponnappan, Chartered Accountants, Chennai was 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 2025-26.

Secretarial Audit:

Shanmugam Rajendran & Associates LLP, Company Secretaries, has been appointed as the Secretarial Auditors for the year 2025-26 by the shareholders of the Company at the Annual General Meeting held on 18.09.2025 on recommendation of the Audit Committee and Board at their meetings held on 18.07.2025. A copy of Secretarial Audit Report in Form MR 3, issued by the Secretarial Auditor for the FY 2025-26 is annexed to this Report. There was no observations in the said report.

Information as per Section 134 (3) (m) of the Companies Act, 2013

a) The company has no activity relating to conservation of energy or technology absorption.
b) 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 companys operations in the future.

Details of adequacy of Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to the financial statements, commensurate with the size, scale and complexity of its operations. These controls are designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information. The Company has adequate internal financial controls with reference to the financial statements, which were operating effectively for the FY 2025-26.

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. Risk Management Policy of the Company is placed in the website of the Company i.e., www.indbankonline.com under Policies and procedures ? Integrated Risk Management Policy.

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, positive attributes and independence of a director, relating to the 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, relating to the remuneration for 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, 2026, 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 27th March 2026. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting held on 18th March 2026. 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 employees remuneration is given in Annexure 1.

Listing with Stock Exchanges:

The Company confirms that it has paid the annual listing fees for the year 2025-26 to NSE and BSE where the Companys 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 attached to this report.

1. 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.

Details of Maternity Benefit under the Maternity Benefit Act, 1961

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 wil 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 companys 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 Companys 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 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.

Place : Chennai

Date : 25-08-2026