MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Operating Results & Financial Performance:

The DB (International) Stock Brokers Limited is a Listed Company. The Company is engaged in single line of business i.e. stock broking and depository participant services of CDSL. The company's total income for the year under review is Rs. 184.73 lakhs. During the year under review Profit before tax amounts to Rs. 262.64 lakhs.

Industry Trend and Business Analysis:

2. The trend in the stock market remain bullish but the retails investors were reluctant to participate in secondary market because the market value of the Shares have increased too much that they were avoiding purchase of well performed Company's shares keeping in mind that effect of the government policies are yet to be reflected on ground. Your Company endeavored to mobilize high net worth investors for secondary market and accordingly company was able to be in profits.

3. Opportunities and Threats:

With the globalization and electronic age, Indian stock market has changed overthe past decade. The developments of high-tech and transparent markets with an increasingly wide geographic footprint have increased the number of trading avenues offering diverse pools of liquidity.

Capital Markets around the globe have been going through somewhat uncertain times due to European Sovereign Debt crises. The international global crisis has lesser impact on our financial markets. Therefore, the Indian growth story is intact in spite of all these odds overthe long term.

4. Future Prospects and Outlook:

The Company's brsent business operations are stock broking and depository participant services of CDSL which forms part of financial services and there is no other segment apart from the main one. The management is optimistic about the future outlook of the Company.

The industry witnessed testing times with global economic slowdown and weakening profitability and tightening of financial conditions, still the Company has demonstrated its ability to withstand the challenges posed by the current environment.

5. Risks and concerns:

The Company like any other Company is exposed to specific risks that are particular to its business and the environment within which it operates. The company is exposed to the market risk, which inter alia includes economic/business cycle, interest rate volatility, and credit risk.

While the Indian economy has shown sustained growth overthe years, the Company is confident of managing these risks by maintaining a conservative financial profile, and by following prudent business and risk management practices.

6. Internal control system and their adequacy:

The Company has proper and adequate system of internal controls to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition of assets and that the transactions are properly recorded.

The Company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.

Besides, the Audit Committee reviews the internal controls at periodic intervals.

7. Human Resources:

The company has adequate human resources, which is in commensurate with the current volume of activity. Company's management had always contributed to the promotion of the employees by enhancing their skills and efficiency by arranging regular training to the new and existing employees.

8. Cautionary Statement:

Statements in this 'Management's Discussion and Analysis' describing the company's objectives, projections, estimates, expectations or brdictions may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those exbrssed or implied. Important factors that could make a difference to the Company's operations include changes in the Government regulations, tax regimes, economic developments and other factors such as litigation etc.