Industrial Investment Trust Ltd

Dear Shareholders,

Your Directors are pleased to present the Ninety First Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31, 2024.

Financial Performance

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

' in '000

Previous year figures have been regrouped / rearranged wherever necessary.

Indian Accounting Standards

The Company has adopted Indian Accounting Standards (IND AS) from the FY 2018-19 and has replaced the Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Results of operations and state of Company's affairs

During the year, the Company has earned pre-tax Profit of ' 5,614.57 lakhs as compared to pre-tax Profit of ' 5113.88 lakhs in the previous year. The Revenue from operations during the year was ' 3,767.43 lakhs as compared to ' 1,592.20 lakhs in the previous year. Reversal of Impairment loss during the year was ' 2672.46 lakhs, compared to ' 4024.29 lakhs in the previous year.

During the current year the company has rectified the presentation and disclosure relating to the notional interest and impairment in fair value of investments in preference shares in Associates, in accordance with Ind AS 8, read with Ind AS 27. However, this does not have any impact on the profits / losses determined in the previous periods, net worth and the carrying amount of the investments.

Net gain on fair value changes for the above transaction in the current year is ' 1,420.10 lakhs compared to previous year of ' 59.03 lakhs.

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 271.97% above the regulatory minimum of 15%. Your Company's asset size is ' 412.16 crores. The Company has received a certificate from the Auditors of the Company, N.R. Suresh and Company LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors' Report (Reserve Bank of India) Directions, 2008 confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

The Reserve Bank of India (RBI) vide its letter dated June 25, 2018 had prohibited the Company from expanding its credit / investment portfolio other than investment in Government Securities till Net NPAs are brought down to below 5%.

The Company recovered all the outstanding loans as on March 31, 2023. The said information was submitted to RBI by the Company alongwith Auditor's Certificate.

Consequently, RBI vide its letter dated September 07, 2023 allowed the Company to resume credit / investment activities.

Business Overview

The Company is registered with Reserve Bank of India (RBI) as a Non-Deposit taking Non- Banking Financial Company (NBFC). It is a 'Systemically Important Non-Deposit taking NBFC'. It is primarily a Holding Company, holding investments in its subsidiaries and other group Companies. The activities of the Company comprises of Investment in equity shares, quoted as well as unquoted, units of mutual funds, Fixed deposits with renowned banks, Treasury Bills, Corporate loans. The Committee of Investments / Loans is entrusted with the power to make investments and grant loans

and the Board of Directors is apprised of the investments of the Company and monitors the deployment of resources on regular basis.

The details of the Company's investments and analysis of securities held are given in Note 7 to the Balance Sheet as on March 31, 2024. The loans to subsidiaries and other entities within the group and interest income are disclosed in Note 6 and Note 20 to the Balance Sheet and Statement of Profit and Loss respectively as on March 31, 2024.

Takeover of the Company

During the year under review, a Share Purchase Agreement was executed by and between Mr. Bipin Agarwal, Nimbus India Limited and N.N. Financial Services Pvt. Ltd. (collectively referred to as the "Sellers") and Mr. Vikas Garg, Vikas Lifecare Limited and Advik Capital Limited (collectively referred to as the "Acquirers") on February 08, 2024 under which the Acquirers proposed to acquire 94,07,067 equity shares representing 41.72% of the paid-up share capital of the company at ' 275/- (Rupees Two Hundred Seventy Five only) for each equity share amounting to total purchase consideration of ' 258,69,43,425/- (Rupees Two Hundred Fifty Eight Crores Sixty Nine Lakhs Forty Three Thousand Four Hundred and Twenty Five Only) subject to necessary approvals.

Pursuant to the execution of the SPA, the Acquirers had triggered the requirement to make an open offer to the shareholders of the Company in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011. Additionally, as per the SPA, the said transaction was subject to the approval of the Reserve Bank of India ("RBI").

An application dated March 19, 2024 was made by the Company to the Reserve Bank of India (RBI) seeking its approval for a change in shareholding and control of our Company, as required under the RBI (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The said application was returned by the RBI due to "lack of regulatory comfort on account of existence of more than one NBFC in the resulting group".

Thereafter the Acquirers vide email dated May 14, 2024 requested RBI to consider their request for representation and provide an opportunity of being heard.

Since RBI did not accede to the request, the Acquirers sought opinion from their legal advisors on the said matter.

On July 26, 2024, the Acquirers informed RBI that after seeking advice from their legal advisors it is not feasible to obtain necessary approval with the current set of Acquirers as one of the Acquirer is NBFC and hence they have no option but to terminate the Share Purchase Agreement dated February 08, 2024.

The Acquirers and the Sellers entered into Termination Agreement dated July 26, 2024 for terminating the Share Purchase Agreement dated February 08, 2024 resulting in withdrawal of Open Offer for IITL and IITL Projects Limited, in compliance with the SEBI (SAST) Regulations, 2011.

Material changes and commitments occurred after the close of the financial year till date of this report which affects the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and the date of the Board's Report.

Dividend

Your Directors regret to inform you that the Company has not recommended any dividend for the financial year 2023-2024.

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company forms part of this Annual Report.

Change in Capital Structure

During the year, the Company has not issued any shares or convertible securities. The Company does not have any Scheme for issue of shares including sweat equity to the employees or Directors of the Company.

As on March 31, 2024, the issued, subscribed and paid up share capital of your Company stood at ' 22,54,75,500/-, comprising 2,25,47,550 Equity Shares of ' 10/- each.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Company's website on https://iitlgroup.com/static/investors.aspx

Compliance with Secretarial Standards

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2 respectively) relating to Meetings of the Board and its Committees which have mandatory application.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, associate and joint venture companies, as approved by their respective Board of Directors.

Subsidiary, Associate and Joint Venture Companies

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient features of the financial statement of company's subsidiaries, associate and joint venture entities of the subsidiary company is given as Annexure 1.

Brief particulars about the business of each of the Subsidiaries and Joint Venture / Associate Companies is given hereunder:-

a. IIT Investrust Limited (IITIL)

The subsidiary company, IITIL was into Stock Broking and Depository business. In June 2019, IITIL had applied for Surrender of membership of Stock Broking business and Depository Participant business. Upon surrender, IITIL ceased to be the Stock Broker as well as Depository Participant. Besides that, IITIL is into the business of providing Advisory and Consultancy services to Body Corporates.

IIT Investrust has become a wholly owned subsidiary of the Company after the purchase of shares of the public shareholders of the subsidiary company by the Holding company on December 01, 2023.

The total income of the subsidiary company for the year ended on March 31, 2024 is ' 57.13 lakhs as compared to ' 40.50 lakhs in the previous year. The pre-tax profit for the year ended March 31, 2024 is ' 813.76 lakhs as against the pre-tax loss of ' 503.34 lakhs for the preceding year. During the year, the preference shares investments in World Resorts Limited were transferred. The Pre-Tax profit in the current year is majorly driven by the reversal of impairment loss booked in prior years on these preference shares.

b. IITL Projects Limited - (IITLPL)

IITLPL is listed on BSE Limited.

IITLPL is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR). It has acquired a plot of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA).

Apart from constructing its own project, IITLPL was also engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs were allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).

During the year under review, IITL Projects exited from the following Joint Ventures / Associate Company:

(i) Sale of Capital investment contribution held in the Joint Venture Firm, IITL Nimbus - The Express Park View:

The Company received the total sale consideration of ' 3,02,37,500/- from IITL Nimbus The Express Park View, the Joint Venture Firm. Thus, IITL Nimbus The Express Park View ceased to be the Joint Venture Firm of IITL Projects with effect from October 06, 2023.

(ii) Sale of Capital investment contribution held in the Joint Venture Firm, IITL Nimbus - The Palm Village (Palm Village):

The Company received the total sale consideration of ' 2,200 Lakhs from IITL Nimbus The Palm Village, the Joint

Venture Firm. Thus, IITL Nimbus The Palm Village ceased to be the Joint Venture Firm of IITL Projects with effect from October 16, 2023.

(iii) Sale of Capital investment contribution held in the Joint Venture Firm, IITL Nimbus The Hyde Park:

The Company received the total sale consideration of ' 1,75,00,000/- from IITL Nimbus The Hyde Park, the Joint Venture Firm. Thus, IITL Nimbus The Hyde Park ceased to be the Joint Venture Firm of IITL Projects with effect from January 16, 2024.

(iv) Sale of Equity shares of its Associate Company, Golden Palms Facility Management Private Limited:

The Company received the total sale consideration of ' 5 Lakhs from Nimbus Propmart Private Limited, one of the group companies. In accordance with the provisions of Share Purchase Agreement, the Closing of the transaction took place on January 17, 2024. Thus, Golden Palms Facility Management Private Limited (GPFMPL) ceased to be the Associate of IITL Projects with effect from January 17, 2024.

The Total Income of IITL Projects for the year ended on March 31, 2024 is ' 582.14 lakhs as compared to ' 729.26 lakhs in the previous year. Decrease in total income is on account of reduction of share of profit from joint venture partnership firms compared to previous year.

On consolidated basis, the income of IITL Projects increased to ' 376.75 lakhs as compared to ' 148.86 lakhs in the previous year and profit before exceptional items was ' 224.16 lakhs in the current year as compared to previous year loss of ' 298.83 Lakhs. Profit including exceptional items was ' 2,253.91 lakhs for the year ended March 31, 2024. Increase in the profit for the current year is due to both an increase in revenue and fall in expenses. Revenue from operations for the current year has grown more than 75% over the previous year as the number of flats sold increased considerably. Moreover, with a higher investment in Fixed Deposits, Interest Income for the current year rose. Also, the Impairment provision for one of the Joint Venture Partnerships and reduction of share of profit from Joint venture partnerships in the previous year contributed to a lower profitable previous year.

c. IITL Management and Consultancy Private Limited (formerly known as IIT Insurance Broking and Risk Management Private Limited)

The subsidiary company, IIT Insurance Broking and Risk Management Private Limited (IIT Insurance) voluntarily surrendered its Broking License (Life and Non-Life) to Insurance Regulatory and Development Authority of India (IRDAI).

Subsequently, IIT Insurance changed its name to IITL Management and Consultancy Private Limited and also changed its Object Clause.

The subsidiary company's total revenue for the financial year ended March 31,2024 is ' 5.02 lakhs as compared to the total revenue of ' 8.28 lakhs during the previous year. The pre-tax\ loss for the year ended March 31, 2024 is ' 1.81 lakhs as against the pre-tax loss of ' 3.91 lakhs for the preceding year.

a. World Resorts Limited (WRL), an Associate Company:

During the year under review, the Company sold its investment in equity and preference shares of the associate company, World Resorts Limited to Nimbus (India) Limited, one of the Shareholders of World Resorts Limited (WRL) for a total sale consideration of ' 65.52 Crores.

The transaction of sale of Equity Shares of WRL was consummated on December 06, 2023 and Preference Shares on February 21, 2024. Consequent to this WRL ceased to be the Associate Company with effect from December 06, 2023.

Internal financial controls and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

M/s Sheetal Patankar & Co., Chartered Accountants, a consulting / audit firm were appointed for determining the adequacy and operating effectiveness of the existing Internal Financial Controls over Financial Reporting of the Company on behalf of the management.

They have observed that there are no material weaknesses in the financial controls of the Company. Based on the above, management believes that adequate internal financial controls exist in relation to its Financial Statements. The operating staff are complying with the requirements.

Appointment

The Board of Directors on the recommendation of the Nomination and Remuneration Committee in its Meeting held on December 20, 2023 had appointed Mr. S. Thiruvenkatachari, Representative of LIC of India as an Additional Director (Non Executive / Non Independent Director) with effect from December 20, 2023. The approval of the Shareholders of the Company was also obtained by way of Postal Ballot on February 19, 2024 for the said appointment.

Based on the recommendation of the Nomination and Remuneration Committee in its Meeting held on August 14, 2024, the Board has appointed Mr. Shankar Narayan Mokashi and Mr. Narayanan Rangarajan as Additional Directors (Non Executive / Independent Director) with effect from August 14, 2024. The Company has also received declarations from them that they meet the criteria of independence as prescribed, under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and meet the Fit and Proper criteria prescribed by the Reserve Bank of India ('RBI') and other applicable guidelines/circulars issued from time to time.

Mr. Milind S. Desai upon completion of his first term of appointment for five years as an Independent Director is eligible for reappointment for another term of five consecutive years subject to approval of the Members by special resolution. Mr. Milind S. Desai has given his consent for re-appointment and has confirmed that he still retains his status as an Independent Director and that he does not suffer from any disqualifications for appointment. The proposal for his re-appointment is based on the evaluation of his performance carried out by the Board other than the Director being evaluated.

The Company has received Notice in writing from Member(s) under Section 160 of the Act proposing the candidatures of Mr. Shankar Narayan Mokashi, Mr. Narayanan Rangarajan and Mr. Milind S. Desai for the office of Non Executive / Independent Directors of the Company.

Dr. Bidhubhusan Samal was appointed as an Executive Chairman of the Company for a period of 3 years w.e.f. January 24, 2022 to January 23, 2025. It is proposed to appoint him for a further period of 3 years w.e.f. January 24, 2025 to January 23, 2028. The Nomination and Remuneration Committee in its meeting held on August 14, 2024 has recommended his appointment for a further period of 3 years w.e.f. January 24, 2025 to January 23, 2028. The Board in its meeting held on even date has granted its approval for the appointment of Dr. Bidhubhusan Samal as an Executive Chairman of the Company for a further period of 3 years subject to the approval of the Members at the ensuing Annual General Meeting and subject to any other approval as required by Law.

The Nomination and Remuneration Committee in its meeting held on August 14, 2024 has recommended the appointment of Mr. Bipin Agarwal as a Managing Director of the Company for a period of 3 years w.e.f. August 14, 2024 to August 13, 2027. The Board in its meeting held on even date has granted its approval for the said appointment subject to the approval of the Members at the ensuing Annual General Meeting and subject to any other approval as required by Law.

The approval of the Shareholders of the Company is sought at the ensuing Annual General Meeting for the aforesaid appointments.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sameer Gaikwad as Chief Executive Officer - NBFC Operations of the Company as well as designated him as "Key Managerial Personnel" (KMP), pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, w.e.f. December 20, 2023.

Based on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors appointed Mr. Bhavin Zaveri as Group Chief Financial Officer of the Company as well as designated him as "Key Managerial Personnel" (KMP), pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, w.e.f. December 20, 2023.

Based on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors appointed Mr. Sagar Jaiswal as Group Chief Financial Officer of the Company as well as designated him as "Key Managerial Personnel"

(KMP), pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, w.e.f. June 25, 2024.

Re-appointment of Director retiring by rotation

In terms of the provisions of the Act, Mr. Bipin Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

Re-appointment of Mr. Bipin Agarwal forms part of the Notice convening the ensuing Annual General Meeting. The profile and particulars of experience that qualify Mr. Bipin Agarwal for Board membership, are disclosed in the said Notice.

Resignation

During the year under review, Mr. Shankar Narayan Mokashi, Representative of LIC of India resigned as Director on the Board of the Company with effect from November 20, 2023 since his term as LIC Nominee Director expired. The Board places on record, its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

Mr. Ajit Kumar Mishra tendered his resignation from the post of Group Chief Financial Officer and KMP of the Company with effect from the close of the business hours on September 25, 2023.

Mr. Bhavin Zaveri tendered his resignation from the post of Group Chief Financial Officer and KMP of the Company from the close of the business hours on March 31, 2024.

Mr. Rajev Adlakha tendered his resignation from the post of Chief Executive Officer - NBFC Operations and KMP of the Company with effect from the close of the business hours on December 16, 2023.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Dr. Bidhubhusan Samal, Executive Chairman, Mrs. Cumi Banerjee, Chief Executive Officer (Secretarial, Legal and Admin) and Company Secretary, Mr. Sagar Jaiswal, Group Chief Financial Officer and Mr. Sameer Gaikwad, Chief Executive Officer - NBFC Operations.

Familiarisation Programme

The Company conducts suitable familiarisation programme for Independent Directors so as to associate themselves with the nature of the industry in which the Company operates and business model of the Company in addition to regular presentations on financial statements and other relevant data. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing regulations and RBI regulations with regard to their roles, rights and responsibilities as Directors of the Company.

The details of the familiarisation programme have been disclosed and updated from time to time on the Company's website and its weblink is https://iitlgroup.com/static/about-us.aspx.

Meetings of the Board

Eight meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

(a) In preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected 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 as at March 31, 2024 and profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations together with a Certificate from M/s Chandanbala Jain & Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs for empanelment in the databank of Independent Directors.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and senior management employees

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is uploaded on the Company's weblink viz. https://iitlgroup.com/files/policies/ Nomination Remuneration Policv.pdf.

The Company has formulated a Succession Planning Policy for Directors and Key Senior management of the Company for continuity and smooth functioning of the Company.

Related Party Transactions

The Company has laid down a Related Party Transaction (RPT) Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company's weblink viz. https://iitlgroup.com/files/policies/Related-Partv-Transaction.pdf.

All Related Party Transactions are placed before the Audit Committee and also the Members / Board for their approval, wherever necessary.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note 36 to the Standalone Financial Statements forming part of this report.

All RPTs entered during the financial year by the Company are in ordinary course of business and on an arms' length basis. Particulars of material contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Directors' Report.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is disclosed on the Company's website https://iitlgroup. com/files/policies/Corporate%20Social%20Responsibility%20 Policy%20-%20final.pdf

The Annual Report on CSR is attached to this Report as Annexure 3. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (CP No. 6400), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 4 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualifications or reservations. The observations made in the report are self-explanatory.

Annual Secretarial Compliance Report

M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (CP No. 6400) have submitted Annual Secretarial Compliance Report for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder and the same was submitted to stock exchanges within the permissible time limit.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company, since the Company is a Non-Banking Financial Company whose principal business is acquisition of securities.

Details of guarantees and/or security in connection with loans to other bodies corporates or persons as covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.

Capital Adequacy Ratio

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 271.97% above the regulatory minimum of 15%. Your Company's asset size is ' 412.16 crores. The Company has received a certificate from the Auditors of the Company, Maharaj N R Suresh and Co LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors' Report (Reserve Bank of India) Directions, 2008 confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: During the year under review, the Company did not earn income in foreign exchange as well as did not incur any expenditure in foreign exchange.

Risk Management

The Company has formulated a Risk Management Policy. The Company has formed a separate Risk Management Committee which identifies, evaluates, analyses and prioritise risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Board's review and necessary action.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company viz https://iitlgroup.com/files/policies/ Vigil Mechanism Whistle Blower Policv.pdf

Evaluation of the Board, its Committees and individual Directors

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2023-2024 was initiated by the Nomination and Remuneration Committee, by sending out questionnaires designed for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole. The Committee also forwarded their inputs to the Board for carrying out the Performance Evaluation process effectively.

In terms of provisions of Companies Act, 2013 and Schedule II - Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual performance evaluation of its own including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Boards functioning like, composition of Board and its Committees, Board culture, performance of specific duties and obligations.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. Based on the feedback received from the Independent Directors and taking into account the views of Executive Directors and the Non-Executive Directors, the Board evaluated its performance on various parameters such as composition of Board and its committees, experience and competencies, performance of duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, effectiveness of flow of information.

Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, Maharaj N R Suresh and Co LLP, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration No. ICAI FRN No. 001931S / S000020, have been appointed as the Statutory Auditors of the Company for a term of five years starting from the conclusion of 89th Annual General Meeting held on September 24, 2022 till the conclusion of the 94^th Annual General Meeting of the Company to be held in the year 2027.

Maharaj N R Suresh and Co LLP, Chartered Accountants, have carried out Statutory Audit and the Notes on financial statement referred to in the Auditors' Report issued by them are selfexplanatory and hence do not call for any further comments under Section 134 of the Act. However, the Auditors' Report on the Audited Financial Results (Standalone and Consolidated) contains audit qualifications, as detailed hereunder:

Significant and material orders passed by the regulators

During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.

Transfer of Dividend amounts to Investor Education and Protection Fund

Pursuant to Rules 5(4) and 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred all the sums of unclaimed dividend lying with the Company for the previous financial years i.e. for a period of seven years from the date they became due for payment as well as filed the details of unpaid and unclaimed amounts lying with the Company for all previous financial years with the Ministry of Corporate Affairs from time to time and have uploaded the same on the website of the Company viz. https://iitlgroup.com/ and the website of the Ministry of Corporate Affairs (www.mca.gov.in).

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more

According to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the Equity shares to IEPF account as per the requirements of the IEPF rules. The details are available on our website, at https://iitlgroup.com/files/finreport/ Equity shares of last seven consecutive years transferred-to- IEPF-on-or-before-October%2022.2022.pdf

Particulars of Employees and related disclosures

A) Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

* Remuneration not comparable since Mr. S. Thiruvenkatachari was appointed as an Additional Director on the Board of the Company w.e.f. December 20, 2023 and hence his remuneration is for part of the year 2023-24

** Remuneration not comparable since Mr. Shankar Narayan Mokashi resigned as Director on the Board of the Company w.e.f. November 20, 2023 and hence his remuneration is for part of the year 2023-24

# Remuneration not comparable since Mr. Bhavin Zaveri was appointed as Group Chief Financial Officer by Board w.e.f. December 20, 2023 and hence his remuneration is for part of the year 2023-24

@ Remuneration not comparable since Mr. Sameer Gaikwad was appointed as Chief Executive Officer - NBFC Operations by Board w.e.f. December 20, 2023 and hence his remuneration is for part of the year 2023-24

$ Remuneration not comparable since Mr. Ajit Kumar Mishra resigned as Group Chief Financial Officer w.e.f. September 25, 2023 and hence his remuneration is for part of the year 2023-24

% Remuneration not comparable since Mr. Rajev Adlakha resigned as Chief Executive Officer - NBFC Operations w.e.f. December 16, 2023 and hence his remuneration is for part of the year 2023-24

(i) The remuneration of the Non-Executive Directors consists of sitting fees only and Increase in remuneration is based on various factors such as Director's participation in Board and Committee Meetings during the year, other responsibilities undertaken, such as Membership or Chairmanship of Committees, etc.

Note: The remuneration to Directors includes sitting fees paid

to them for the financial year 2023-24.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2023-2024 was ' 8,18,453/-.

ii) Median remuneration of employees of the Company during the financial year 2022-2023 was ' 6,10,896/-. In the financial year, there was an increase of 33.98% in the median remuneration of employees.

iii) There were 11 confirmed employees on the rolls of the Company as on March 31, 2024.

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 2023-24 was 2.34% whereas the increase in the managerial remuneration for the same financial year was 6.84%. (This excludes the salaries of the newly joined and resigned employees during the same financial year).

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme

3. Details relating to deposits covered under Chapter V of the Act.

4. The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

Public Deposits

During the year under review, the Company has not accepted any deposits from the public.

Disclosures under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints. ICC has not received any complaints during the financial year 2023-2024.

Acknowledgement

Your Directors place on record their appreciation for employees, who have contributed to the growth and performance of your Company.

Your Directors thank the Reserve Bank of India (RBI), Bankers, Shareholders and Advisors of the Company for their continued support.

Your Directors also thank the Central and State Governments and other statutory authorities / regulators for their continued support.