Your Directors have pleasure in presenting the 17th Annual Report together with the Audited Statement of Accounts of our Company for the year ended 31st March, 2024.

1. FINANCIAL PERFORMANCE

The Company’s Financial Performance for the year ended 31st March, 2024 is summarized as under:

Rs. in Lakhs

2. STATE OF COMPANY’S AFFAIRS

The Company is engaged in the business of Manpower supply, Recruitment and Staffing services.

The Total revenue for the current year is Rs. 2849.91 lakhs in comparison to Last year’s revenue i.e. Rs. 2829.18 lakhs.

The Net Profit for the current year is Rs. 190.60 Lakhs in comparison to Rs. 172.68 Lakhs last year.

Our goal is to create long-term value for our shareholders and for this the management is constantly working hard and exploring new opportunities in the business and the management is confident that the it will position the company for long-term success and growth in the coming years.

3. DIVIDEND

Considering future growth prospects for the company, the Board of Directors decided to retain the profits earned and therefore does not recommend any dividend for the financial year 2023-2024.

4. THE AMOUNTS TRANSFERRED TO RESERVES, IF ANY

Pursuant to provisions of section 134(1)(j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to General reserve out of the net profit of the Company or the financial year 2023-2024.

5. THE CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review, there has been no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred from the closure of the financial year till the date of this report.

7. SHARE CAPITAL

During the period under review, there’s no change in the Share Capital of your Company.

The Authorized Share Capital of your Company is Rs. 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000

(Sixty Lakh) Equity Shares of Rs.10/- (Rupees Ten) each as on 31st March 2024.

The Paid-up Share Capital of your Company is Rs. 5,02,87,260/- (Rupees Five Crore Two Lakh Eighty-Seven Thousand Two Hundred Sixty Only) divided into 50,28,726 (Fifty Lakh Twenty – Eight Thousand Seven Hundred and Twenty-Six) Equity Shares of Rs. 10/- (Rupees Ten Only) each as on 31st March 2024.

8. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

During the year under review, the Company utilized the proceed of Rs. 416.53 lakhs were raised through public issue in FY 2022-23. Details of utilization of fund as on 31st March, 2024 are as under:

The last year carry forwarded unutilized proceed of Rs. 416.53 Lakhs is kept in fixeddeposit and bank accounts of the Company and it is utilized in the FY 2023-2024.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate Company and has not entered into any Joint Venture Agreement during the year under review.

During the year under review, following appointment / cessation or change in designation of directors were made:

During the year under review, the following persons appointed as Key Managerial Personnel (KMP) of the Company:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the same can be accessed on the Company’s website at its weblink i.e., https://itconsinc.com/images/policies/NOMINATION-AND-REMUNERATION-POL-ICY.pdf.

The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the long-term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on professional competence and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the Company required running the Company successfully.

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the Non-Independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

The Board of Directors met at Regular Intervals to transact business and the gap between two meetings was less than one hundred and twenty days. During the Financial Year 2023-24, Eight (08) meetings of the Board of Directors of the Company were held on the following dates: 18.04.2023, 30.05.2023, 16.06.2023, 31.08.2023, 30.09.2023, 14.11.2023, 29.01.2024, 06.03.2024.

Details of attendance of Directors in the Board meeting during the financial year 2023-24 are as under:

During the year under review, a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the Management, was held on 16th Day of February, 2024, as required under Schedule IV of the Companies Act, 2013 (Code for Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

The Independent Directors inter-alia reviewed the performance of the Non-Independent Directors, Chairman of the Company and the Board as a whole.

The Board has constituted the committees of the Board with specific terms of reference as per the requirements of the

SEBI Listing Regulations and the Companies Act, 2013: A. Audit Committee B. Nomination and Remuneration Committee C. Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members of various committees.

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of Regulation

18 of SEBI Listing Regulations read with Section 177 of the Act. During the period under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

The Audit Committee comprises of the following members:

During the year under review, the Audit Committee met 6 (Six) times: 17.04.2023, 30.05.2023, 31.08.2023, 30.09.2023, 14.11.2023, 27.02.2024.

The Company Secretary acts as the Secretary of the committee.

The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation. The Company complies with the provisions relating to the Nomination and Remuneration Committee in terms of Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as well as in terms of the provisions of Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of the following members:

The Company Secretary acts as the Secretary of the committee.

During the year under review, the Nomination & Remuneration Committee met 2 times: 31.08.2023 and 29.01.2024.

The Board has constituted the Shareholders/Investors Grievance Committee as per the provision of section 178 of

Chapter XII of Companies Act-2013 and as per Regulation 20 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to specifically look into the redressal of Shareholders complaints.

The Company Secretary acts as the Secretary of the committee.

During the year under review, the Stakeholders Relationship Committee met 2 times: 14.10.2023 and 16.02.2024.

There were no investor’s complaints pending as on 31st March, 2024.

Pursuant to Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27, 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the Company as the Company has listed its securities on SME Exchange.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics comprising senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. The policy on vigil mechanism may be accessed on the Company’s website at https://itconsinc.com/.

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company is under an obligation to adopt a policy on Code of Conduct for all the Members of the Board of Directors and Senior Management. As per the said Regulation, the Board of Directors adopted the Policy on code of conduct for all the Members of Board of Directors and Senior management of the Company.

The provisions of section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility is not applicable to the company.

The Company has well laid out risk management policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of risks into threats and its causes, impact, treatment and control measures. As a part of the Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Policy for Prevention of Sexual Harassment’ to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 and the rules thereunder ("POSH Act"). The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act.

The composition of IC is as follows:

During the year under review, no case of sexual harassment was reported to the Internal Committee ("IC").

The Company has well laid out the policy for Directors’ appointment and remuneration, which determines the terms of appointment, qualification, independence of Directors along with remuneration payable. The policy is designed to provide such terms for appointment and levels of remuneration such that they attract, retain and motivate Directors of the quality and ability required to run the Company successfully.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Devesh Parekh & Co., Chartered Accountants, Delhi (Firm Registration No: 031422N), were appointed as Statutory Auditors of your Company to hold office from the conclusion of 16th Annual General Meeting ("AGM") for a of the 21th AGM of your Company to be held in the year 2028.

M/s. Devesh Parekh & Co., CharteredAccountantshaveconfirmedtheir eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

The auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

The Auditors have not given any qualification, reservation, Adverse remark or Disclaimer in his Auditor Report for the financial year ended 31st March, 2024. The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditor’s Report and its Annexures forming part of this Annual Report and hence do not require any further clarification.

The Secretarial Audit Report of Mrs. Snehal Kashyap, Practicing Company Secretary for the financial year ended March 31, 2024 is annexed as "Annexure A".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards.

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Director appointed M/s. Aditi Gupta & Associates (FRN: 034291N) as an Internal Auditor of the Company for the financial Year 2023-24.

The provisions of section 148 of Companies Act, 2013 about maintenance of cost records and audit are not applicable to the Company.

The Board of Directors, had laid down internal financial controls with reference to the financial statements to be followed by the Company and that such internal financial controls are adequate and operating effectively. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

In terms of provisions of section 92, 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the details forming part of extract of the Annual Return are hosted on https://www.itconsinc.com/images/Draft_MGT_7_financial_year_2023_2024.pdf. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board’s report.

29. DIRECTOR RESPONSIBILITY STATEMENT a. Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that: b. In the 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. c. The Directors have 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date. d. The Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. e. The Directors have prepared the annual accounts on a ‘going concern’ basis. f. The Directors have laid down internal financial controls, which are adequate and are operating effectively g. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company has received necessary declarations from all the Independent Directors of the Company Under Section 149(7) of the Companies Act, 2013, confirmingthat they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

During the year under review, the Company has neither invited nor accepted deposits from the public/members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Integrated Annual Report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions and the same can be accessed on the Company’s website at its weblink i.e., https://www.itconsinc. com/images/policies/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf.

All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. Disclosures of related party transactions of the Company with the promoter/promoter group which holds 10% or more shareholding in the

Company, if any, is given in note to the standalone financial statements.

All the related party transactions that were entered into during the year were on an arm’s length basis and in ordinary course of business. The nature of related party transaction require disclosure in AOC -2, the same is annexed as "Annexure-B".

The information required to be disclosed in the Board’s Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as "Annexure – C".

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act,

2013. Your Directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

There hasbeennosignificantand material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016 by the Company.

1. Conservation of energy

Your Directors are of the opinion that with respect to conservation of energy and technology absorption as prescribed under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given.

2. Technology absorption

The company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

3. Foreign exchange earnings and Outgo

Your company has the following Foreign Exchange Earning and Outgo (after converting into INR) during the year: Foreign Exchange Earnings – Rs. 1,84,24,450.00 /-Foreign Exchange Outgo – Nil

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management’s discussion and analysis is set out herein and forms part of this Integrated Annual Report.

During the year under review, no valuation has been done either at the time of one-time settlement, if any, with Banks / Financial Institutions or while taking loans from the Banks or Financial Institutions, if any. Accordingly, no details are required to be disclosed.

The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable: a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil. b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil. c. (c) number of shareholders to whom shares were transferred from suspense account during the year; Nil d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil. e. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Nil.

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board also places on record its appreciation for the continued cooperation and support received by your Company during the year from investors, bankers, financial institutions, customers, business partners, all regulatory and government authorities and other stakeholders.

By order of the Board of Directors

For ITCONS E-SOLUTIONS LIMITED