The Investment Trust of India Ltd

Dear Shareholders,

Your Directors' are pleased to present the Thirty-Third (33^rd) Annual Report along with the Audited Financial Statements of your "The Investment Trust of India Limited" (the Company") for the financial year ended March 31,2024 ("FY2023-24").

FINANCIAL / BUSINESS PERFORMANCE AND INFORMATION ON STATE OF COMPANY'S AFFAIRS

The Financial Statements of your Company are prepared as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statement of the Company for the FY2023-24 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statement together with the Auditors' Report is forming part of this Annual Report.

Financial summary and highlights:

(R in lakhs)

STANDALONE PERFORMANCE HIGHLIGHTS

The standalone revenue for FY2023-24 stood at R6,131.09 Lakhs and R11,072.45 Lakhs in FY2022-23. Total expenses for the year came in at R5,214.75 Lakhs as compared to R10,377.32 Lakhs which decreased by 49.75% over previous year. The profit for the year increased and stood at R711.66 Lakhs as compare to previous year of R692.50 Lakhs.

CONSOLIDATED PERFORMANCE HIGHLIGHTS

The consolidated revenue for the FY2023-24 stood at R3,0567.19 Lakhs and R32,423.11 Lakhs in FY2022-23. Total consolidated expenses for the year came in at R27,483.77 Lakhs which decreased by 10.35% over previous year. The consolidated profit for the year increased and stood at R1,997.42 Lakhs as compare to profit in previous year of R1,157.37 Lakhs.

FY2023-24 at a glance:

FY2023-24 witnessed demand resilience regardless of tightening financial conditions, simmering geo-political risks and adverse weather patterns. For instance, the US Federal Reserve increased policy rates to the highest level in over two decades, but elevated government spending supported tight labor market conditions.

Despite of countervailing factors, demand momentum and consumer sentiments were stronger than expected; and expectation for tightening rate cuts went deeper into financial year 2025. India's real GDP grew at over 8% during the last three quarters of calendar year 2023.

Your Company remains committed to its extensive cost restructuring initiatives and efficiency enhancements, yielding substantial savings. By maintaining a sharp focus on cost controls, streamlining processes, that consistently surpass customer expectations, your Company sustains profitable growth despite the current economic conditions by maintaining of its expenses.

Earnings Per Share (EPS):

The Standalone basic EPS and diluted EPS of the Company increased to R1.36 for the financial year ended March 31,2024 as against R 1.33 for the Financial Year ended March 31,2023.

Further a decent amount of growth was noticed in basic and diluted EPS on consolidated basis as it increased at R3.56 as on financial year of March 31,2024 as compared to R2.20 in March 31,2023.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 ("Act") and Securities and Exchange Board of India (SEBI) Regulations are provided in Annexure I to this Board's report.

TRANSFER TO RESERVES

The Board of your Company decided not to transfer any amount to reserves and retain the entire amount of profit under Retained Earnings. DIVIDEND

As per the Dividend Distribution Policy, dividend payout would have to be determined based on available financial resources, investment requirements and taking into account optimal shareholder return. Within these parameters with a view for expansion of resources, your Directors have thought it prudent not to recommend any dividend for the financial year ended March 31,2024.

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") can also be accessed on the Company's website at the weblink https://iti-files.s3.ap- south-1.amazonaws.com/category-documents/1659518194 ITI%20Dividend%20Distribution%20Policy.pdf.

CHANGE IN NATURE OF BUSINESS & OPERATIONS

There has been no change in the nature of business of your Company during FY2023-24.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING FINANCIAL STATEMENTS OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

CREDIT RATINGS

During the reported period of FY2023-24 your Company has not obtained any Credit Ratings.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

ANNUALRETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 copy of the Annual Return in Form No. MGT-7, is available on the Company's website and can be accessed at the weblink https://www.itiorg.com/investor-inner.php?id=17

DETAILS OF LISTING & DELISTING AND SHARE CAPITAL

During the FY2023-24 the Company has not listed or delisted any of its equity shares on any of the exchanges.

INTERNAL AUDIT

The internal audit of your Company is conducted by an external agency i.e. MAKK & Co., Chartered Accountants who reported for the FY2023-24. The scope of the internal audit is commensurate with the size of the Company. The internal auditors provide internal audit reports on quarterly basis and the same is being discussed in the quarterly Audit Committee and Board of Directors meetings. The Audit Committee evaluates the execution of the audit plan, audit systems along with its sufficiency and efficiency and oversees the implementation of audit recommendations.

INDUCTION OF STRATEGIC & FINANCIAL PARTNERS DURING THE YEAR

During the year under review, the Company has not inducted any strategic and financial partners.

SUBSIDIARY, JOINT VENTURES OR ASSOCIATES

The group entities of the Company continues to play a pivotal role in driving the overall revenue growth and performance of your Company. The Company has 11 wholly owned subsidiaries, 2 subsidiaries, 3 step down subsidiaries and 1 Associate Company as on March 31,2024. There is no joint venture company within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries and associate company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financia! statements of the Company's subsidiarles and associate company in Form No. AOC-1 is appended as Annexure II to the Board's report.

Further, pursuant to the provisions of Section 136 of the Act, the financia! statements of the Company, consolidated financia! statements along with relevant documents and separate audited financia! statements in respect of subsidiaries, are available on the Company's website at https:// www.itiorg.com/investor-inner.php?id=10

MATERIAL SUBSIDIARIES:

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board of Directors has approved the Policy on Determination of Material Subsidiaries ("Policy"). The said policy is available on the website of the Company and can be accessed at https://iti-files.s3.ap- south-1.amazonaws.com/categorv-documents/1659518026 ITI%20Policv%20for%20Determining%20Material%20Subsidiarv.pdf.accordingly below are material subsidiaries: 1. ITI Credit Limited (Formerly Known as Fortune Credit Capital Limited, 2. Antique Stock Broking Limited and 3. ITI Asset Management Limited and

DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. There is no unclaimed or unpaid deposit lying with the Company. Hence, the requirement for furnishing of details relating to deposits covered under Rule 8(5)(v) of Companies (Accounts) Rules, 2014 and Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014 is not applicable.

RELATED PARTY TRANSACTIONS

The Company has in place a process for approval of related party transactions and dealing with related parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company's Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Circular.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at the Web-link: https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659519378 ITI%20RPT%20Policy.pdf

All Related Party Transactions that were entered into during FY2023-24 were on an arm's length basis and in the ordinary course of business in accordance with Section 188(1) of the Act.

The details of transactions/ contracts/ arrangements referred to in Section 188(1) of the Act entered into, by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Act read with the Listing Regulation during FY2023-24, are furnished in Form AOC-2 and are attached as an Annexure III of this Report.

None of the Directors or KMPs had any pecuniary relationships or transactions with the Company during FY2023-24.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is stated hereunder:

Conservation of energy: -

Foreign Exchange Earnings or outgo in foreign exchange during the FY2023-24:

There was neither any foreign exchange earning nor foreign exchange outgo during the FY2023-24.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Notes to Accounts annexed to Standalone Financial Statements for the year ended March 31,2024 and the same forms part of this Annual Report.

Composition of Board

Your Company embraces the importance of a diverse Board in its success. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of, Non-Executive and Independent Directors. The Directors on the Board holds different knowledge and skills along with regional and industry experience, cultural and geographical background of the Board ensures that your Company retains its competitive advantage. As on March 31,2024, the Board consisted of 6 Directors comprising of a Non-Executive Non- Independent Chairman, 2 Non-Executive Non-Independent Directors and 3 Independent Directors, of whom 1 is an Independent Woman Director.

* Mr. Pankaj Rasiklal Bhuta retired from the position of Independent Director with effect from July 31,2023.

** Mr. Rajeev Uberoi was appointed as Independent Director with effect from August 11,2023.

Change in composition of the Board

During the FY2023-24, following changes occurred in the composition of the Board of Directors of the Company.

The term of Mr. Pankaj Bhuta as an Independent Director completed on 31^a July, 2023 and in accordance with the Regulation 17 of Listing Regulations read with the applicable provisions of the Companies Act, 2013 and rules there under, your company is required to appoint an Independent Director to constitute a valid Board.

Mr. Rajeev Uberoi has served various eminent Companies and big firms in different leadership roles and is a pioneer of Corporate and legal governance and compliance management. He has advised Shardul Amarchand Mangaldas on regulatory matters pertaining to RBI, SEBI and IRDA involving complex issues. He has also served YES Bank Limited as Group Senior President - Governance & Control and IDFC Bank limited as General Counsel & Head - Legal & Audit, Central Legal, Audit & Controls. His extensive experience in Compliance, Investment Banking and Financial Services industry is beneficial for the Company and its Group Companies.

Director(s) liable to retire by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Asit Mehta (DIN 00169048) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice of AGM.

Composition and Meetings of Board of Directors & Committee(s)

The Composition of Board and Committee(s) as on March 31, 2024 and the details of the Meetings of the Board and Committee(s) of the Company held during FY2023-24 are disclosed in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Act and the Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

The Board is of the opinion that the Independent Directors hold highest standards of integrity and possess the relevant proficiency, expertise and experience to qualify and continue as Independent Directors of the Company and are Independent from the Management of the Company.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ('MCA'), all the Independent Directors have confirmed that they have registered themselves with databank maintained by The Indian Institute of Corporate Affairs ('IICA'). These declarations/confirmations have been placed before the Board.

Independent Directors' Meeting

The Independent Directors of your Company met on February 3, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, CFO, CEO, Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account assessment of the quality, quantity and timeliness of flow of information between the Company management & the Board and free flow of discussion on any matter that is necessary for the Board to effectively and reasonably perform their duties.

Relationship between Directors

Out of total 6 Directors, 2 Directors are related to each other: Mrs. Khyati Chintan Valia - Non-Executive Director is related to Mr. Chintan Valia - Non-Executive Director and Chairman. The remaining 4 Directors are not related with any of the directors.

Number of meetings of the Board

The Board met 4 (four) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

CodeofConduct

The Company has adopted the Code of Conduct for its Board Members and Senior Management of the Company. All the Board members and Senior Management personnel have affirmed compliance with the applicable Code of Conduct. A declaration as required under Regulation 26(3) of Listing Regulations duly signed by the Director forms part as an annexure of Corporate Governance Report. The Code is available on the website of the Company an https://iti-files.s3.ap-south-1.amazonaws.com/categorv-documents/1682069573 ITI%20Code%20of%20 Conduct%20Board%20Members%20and%20Senior%20Management.pdf

Familiarisation and Training Programmes

The Company has formulated a policy on 'Familiarisation programme for Independent Directors' Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.

The Policy on Familiarisation programme for independent directors along with the details of the Familiarization Programmes conducted by the company during the FY2023-24 are available on the website of the Company and can be accessed at

https://iti-fjles.s3.ap-south-1.amazonaws.com/category-documents/1712234960 ITI%20Familiarization%20Programmes%202023-24.pdf Policy on Directors' Appointment and Remuneration

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time, requires the Nomination and Remuneration Committee ("NRC") to formulate a Policy relating to the remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management and other employees of the Company and recommend the same for approval of the Board.

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at https://iti-fjles.s3.ap-south-1.amazonaws.com/category-documents/1659518050 ITI%20Nomination%20 and%20Remuneration%20Policy.pdf

Appointment criteria and qualifications:

1) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.

2) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

3) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Annual Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Directors, including the Chairman of the Board. A detailed Board effectiveness assessment questionnaire was developed based on the criteria and framework adopted by the Board. The results of the evaluation confirmed a high level of commitment and engagement of the Board, its various Committees and

the s?nior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on February 3, 2024.

The performance evaluation shall be carried out as given below:

Removal:

Due to reasons for any disqualification mentioned in the Act, rules made there under or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing internal policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PROVISIONS RELATING TO REMUNERATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT General:

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and such other approval, wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Act and Listing Regulations, and the rules made there under for the time being in force.

Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

The remuneration structure will have a right mix of guaranteed (fixed) pay, pay for performance and long term variable pay based on business growth and other factors such as growth in shareholder value to ensure that it is competitive and reasonable.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and for Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

1) Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Act and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including employer's contribution to Provident Fund(s), pension scheme(s), medical expenses, club fees, etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and such other approval, wherever required.

2) Variable Pay:

The Company may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable shall be based on performance against pre- determined financial and non-financial metrics.

3) Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Act. If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

1) Remuneration/Commission:

The remuneration/commission, if any, shall be in accordance with the statutory provisions of the Act and the rules made there under for the time being in force.

2) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed from time to time.

3) Limit of Remuneration/Commission:

Remuneration/Commission may be paid to Non-Executive Directors within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Act.

List of Key Managerial Personnel (KMP):

The changes in the KMP'S are as follows:

• Mr. Satish Bhanushali resigned from the position of Company Secretary & Compliance Officer from the close of business hours on August 11,2023.

• The Board of Directors in their meeting held on August 11,2023 have appointed Ms. Vidhita Narkar as the Company Secretary & Compliance Officer w. e. f. August 14, 2023.

Change in the Board Members and KMP during the year

The Board, as a part of its succession planning, periodically reviews its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company. During the period under review following changes in the Board composition as recommended by the Nomination and remuneration Committee ("NRC") and approved by the Board of Directors of the Company are as follows:

Committees:

As on date the Company has seven committees of the Board of Directors. These committees are - Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Management Committee, Internal Finance Committee and Internal Complaints Committee.

The terms of reference, composition and the details of the meetings of the committees held during the year under review are provided in Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of Section 134(3)(p) and Schedule IV of the Act and in accordance to Regulation 17(10) and 25(4) of the Listing Regulations, the Board has carried out the annual performance evaluation of the Board as a whole, along with various committees of the board and individual directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

The Board reviewed the performance of the Individual Directors on the basis of the criteria such as Transparency, Integrity and Performance.

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, taking into account the views of the non-executive directors. The same was discussed in the Board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

The outcome of the performance evaluation of the Board for the year under review was discussed by the NRC and the Board at their respective meetings. All Directors expressed satisfaction with the evaluation process.

Committees of Board

The details of the committees are provided in Corporate Governance Report, which is a part of this report.

PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

* During the year under review there was no remuneration paid to the directors.

** The CS was appointed during the financial year.

b) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows;

During the year under review, no commission has been paid by the Company to any Directors.

c) The nature of employment of all the above employees in permanent and neither of them hold any equity shares of the Company.

EMPLOYEE STOCK OPTION SCHEME

The Company has formulated an Employee Stock Option Scheme known as FFSIL Employees Stock Option Plan 2017 ("ESOP - 2017") in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

Subject to the member's approval, the Board of Directors in its meeting held on 25^th May, 2017 approved the Scheme ESOP-2017 and the shareholders' approval was obtained in 26^th Annual General Meeting held on 8^th September, 2017. Nomination and Remuneration Committee ("Committee") was authorised to formulate, administer and implement the detailed and conditions of the Scheme.

The Company has received a certif?cate dated 24^th October, 2017 from Bathiya & Associates LLP, Chartered Accountants, Statutory Auditors of the Company confirming that the FFSIL Employees Stock Option Plan 2017 has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Company has received in principle approvals from BSE Limited and The National Stock Exchange of India Limited for ESOP - 2017.

On 19^th April, 2018 the Nomination and Remuneration Committee has granted (Grant I) 3,00,000 options. Each option when exercised will be converted in to one equity share of R10 each fully paid.

Details of Employee Stock Options

The fair value has been calculated using Black Scholes Options Pricing Model and significant assumptions made in this regard are as follows:

In respect of options granted under ESOP, accounting is done as per requirements of Ind AS 102 Share based Payments. Expenses on account of Share based payments during the year amounts to NIL and same for previous year as well.

Summary of Employee Stock Option Schemes ('ESOS')

For the Period from 01/04/2023 to 31/03/2024

Report on Corporate Governance

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY2023-24, is forming part of this Annual Report.

Further, a Certif?cate from M/s. Himanshu Gajra & Co. Company Secretaries LLP., the Practicing Company Secretary and Secretarial auditor of the Company confirming compliance of conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the Listing Regulations is annexed to the Report on Corporate Governance.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports of any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations. The same is available on the website of the Company and can be accessed at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659519397 ITI%20 Whistle%20Blower%20Policy.pdf

Prevention of Sexual Harassment of Women at Workplace ("POSH")

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.

Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

Risk Management

The Company recognizes that risk is an integral and inevitable part of business and it is fully committed to managing the risks proactively and efficiently. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimizing the impact of risks. The Company incorporates the risk mitigation steps in its strategy and operating plans.

The objective of the Risk Management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively, and improve organizational resilience and sustainable growth.

The Company has in place a Risk Management Policy which articulates the approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that all short-term and long-term implications of key strategic and business risks are identified and addressed by the management.

The Company regularly identifies uncertainties and after assessing them, devises short term and long-term actions to mitigate any risk which could materially impact the Company's long-term plans. Mitigation plans for significant risks are well integrated with business plans and are reviewed on a regular basis by the senior leadership.

The Company periodically reviews and improves the adequacy and effectiveness of its risk management systems considering the rapidly changing business environment and evolving complexities. The Company, through the risk management process, aims to contain the risk within the risk appetite. The Risk Management Policy of the Company is available on the Company's website at https://iti-files.s3.ap-south-1. amazonaws.com/categorv-documents/1693306382 ITI%20Risk%20Management%20Policv.pdf

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

Statutory Auditors

At the 28^th Annual General Meeting (AGM) held on 24^th September, 2019, M/s. Ramesh M. Sheth & Associates, Chartered Accountants, having Firm Registration Number 111883W were appointed as Statutory Auditors of the Company for the term of five years to hold the office from the conclusion of 28^th Annual General Meeting held in the calendar year 2019 till the conclusion of 33^rd Annual General Meeting to be held in the year 2024 subject to ratification of their appointment by members at every AGM, if so required under the Act. The Board of Directors has approved the re-appointment of the Statutory Auditor for second terms subject to approval by the shareholders at the ensuing Annual General Meeting and recommends the reappointment of M/s. Ramesh M. Sheth & Associates as Statutory Auditors for a term commencing from the conclusion of upcoming AGM until the conclusion of the 38^th AGM, covering the FY2028-29.

M/s. Ramesh M. Sheth & Associates has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the independence criteria.

Statutory Auditors' Report

The Statutory Auditors' Report issued by M/s. Ramesh M. Sheth & Associates, Chartered Accountants for the year under review does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the Company had appointed M/s. Himanshu Gajra & Co. Company Secretaries, to undertake the Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report for the year under review is provided as Annexure IV of this Board's report. There is one observation in the said report and the same is self-explanatory and therefore do not call for any further clarifications under Section 134(f) of the Act.

Secretarial Audit & Annual Secretarial Compliance Report

Pursuant to the provisions of Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the Financial Year ended March 31,2024 was obtained from M/s. Himanshu Gajra & Co. Company Secretaries, the Secretarial Auditor of the Company.

The Secretaria! Audit Report and Annual Secretaria! Compliance Report issued by the Secretarial Auditor has been annexed to this Board's Report as "Annexure V".

Secretarial Audit of Material Subsidiarles

In terms of Regulation 24A of Listing Regulations, the Secretarial Audit Report of material subsidiaries i.e. ITI Credit Limited (Formerly Known as Fortune Credit Capital Limited ("ICL"), ITI Asset Management Limited ("IAML") and Antique Stock Broking Limited ("ASBL") for the FY2023-24 are made available at website of the Company at https://www.itiorg.com/investor-inner.php?id=22.

Maintenance of Cost Records & Cost Audit

The provisions related to maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the Company for the year ended March 31,2024, the Board of Directors confirm that, to the best of its knowledge and belief:

1. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and judgements 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 of the Company for that period;

3. proper and sufficient care has been taken 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;

4. the annual financial statements have been prepared on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Social Responsibility

A brief outline of the CSR policy of the Company and the contribution made by the Company towards CSR activities during the year are set out in Annexure VI of this Board's report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy is available on the Company's website at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1692011265 ITI%20 CSR%20Policy.pdf

Compliance with Secretarial Standard

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.

Meetings and Postal Ballot

During the period under review there were no resolutions passed through postal ballot.

Succession Plan

Your Company is conscious of succession planning and therefore gives focus on orderly succession of Directors, Key Managerial Personnel and Senior Management. Your Company follows a continuous process of evaluation and coaching to facilitate succession within the hierarchy.

The Policy on Succession Planning for the Board and Senior Management as approved by the Board is uploaded on the Company's website and can be accessed at the https://iti-files.s3.ap-south-1.amazonaws.com/categorv-documents/1659519359 ITI%20Policy%20on%20Succession%20 Planning%20for%20the%20Board%20and%20Senior%20Management.pdf

Significant and Material Orders Passed by the Regulators or Courts or Tribunal

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

Scheme of arrangement

During the financial year 2022-23 the company has filed the application for scheme of demerger with the stock exchanges i.e. National Stock Exchange Limited and BSE Limited where the equity shares of the company are listed for the approval as per the requirement of regulation 37 of the SEBI LODR Regulations, 2015.

Gist of the scheme

Pursuant to the scheme of arrangement in the nature of demerger of 'Non-lending Business Undertaking' of The Investment Trust of India Limited ("TITIL" or "Demerged Company") into Distress Asset Specialist Limited, a wholly owned subsidiary company of TITIL ("DASL" or "Resulting Company") with effect from the Appointed Date viz. beginning of day on April 1,2022 ("Scheme") under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Act"). The aforementioned scheme have been approved by the Audit Committee and Board at their respective Meeting held on 4^th June, 2022.

During the year under review and in compliance with NSE requirement, your Company updated the application with the National Stock Exchange by re-filling the necessary documents on December 08, 2023. The scheme is currently under review by the internal management of the Stock Exchange.

Investor Relations (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices in IR while maintaining a relationship of trust with investors and all the stakeholders. In the FY2023-24, your Company increased its interaction with investors and stakeholders. The leadership, including the Chairman, CEO, NEDs & CFO while their interaction with stakeholders communicated for the growth potential of business, capital allocation, plan for scaling up growth gems and various CSR activities. Your Company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company's website and through exchange filings.

Cyber Security

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from the end user machines to network, application and the data.

During the year under review, your Company did not face any cyber security issues.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in the Company's shares by the Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by the designated persons while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on your Company's website and link for the same is given in Annexure I of this report. The employees are required to undergo a training/ certification on this Code to sensitize themselves and strengthen their awareness.

Other Disclosures

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

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

• There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

• There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.