Your Directors are pleased to present the 30^th Annual Report on the business and operations of the Company and accounts for the Financial
Year ended March 31, 2024.

Financial Performance

The summarized standalone and consolidated financial results of your Company and its Associates/ Joint Ventures prepared in accordance
with Indian Accounting Standards (Ind AS) are provided below:

(? In lakhs)

Note: Previous year figures have been regrouped/ rearranged wherever necessary.

Results of operations and State of Company’s affairs

The total Income of the Company on a Standalone basis for the
financial year ended March 31,2024 is ' 582.14 lakhs as compared
to ' 729.26 lakhs in the previous year.

On consolidation basis, the income of the Company for the financial
year ended on March 31, 2024 is ' 376.74 lakhs as compared
to ' 148.85 lakhs in the previous year and net profit accounted
to ' 2,253.94 lakhs for the financial year ended March 31, 2024
(considering an exceptional income of ' 2,029.75 Lakhs from sale
of capital investment contribution in Joint Venture Partnership
Firms) as compared to net loss of ' 299.21 lakhs in the previous
year. Total comprehensive income for the year ended March 31,
2024 is ' 2,253.83 lakhs as compared to total comprehensive
expense of ' 298.93 lakhs in the previous year.

Takeover of the Company

During the year under review, Mr. Bipin Aggarwal, N.N. Financial
Services Private Limited and Nimbus India Limited (hereinafter
collectively referred to as 'Sellers'), the promoters of Industrial
Investment Trust Limited (IITL) (“Holding Company”) entered into
a Share Purchase Agreement on February 08, 2024 with Mr. Vikas

Garg, Vikas Lifecare Limited and Advik Capital Limited (hereinafter
collectively referred to as 'Acquirers'), under which the Acquirers
propose to acquire 94,07,067 equity shares representing 41.72%
of the paid-up share capital of the Holding 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 and Fifty-Eight Crores Sixty Nine Lakhs
Forty Three Thousand Four Hundred Twenty Five Only).

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 5 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”).

Thereafter, the Holding Company received an e-mail communication
dated July 26, 2024 from the Acquirers that based on the application
returned by RBI, the Acquirers to the SPA have no other option
but to terminate the Share Purchase Agreement dated February
08, 2024 and to proceed with the withdrawal of the Open Offer for
IITL and IITL Projects Limited (IPL), in compliance with the SEBI
(SAST) Regulations, 2011.

Thus, a Termination Agreement duly signed by the Sellers and the
Acquirers was executed on July 26, 2024 for termination of Share
Purchase Agreement dated February 08, 2024.

Material changes and commitments that have occurred after
the close of the financial year till date of this report which
affects the financial position of the Company (Pursuant to
Section 134(3)(I) of the Companies Act, 2013)

There were no material changes and commitments that have
occurred after the close of the financial year till the date of this
report which affects the financial position of the Company.

Consolidated Accounts

The Consolidated Financial Statements of your Company for
the financial year 2023-24, are prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry
of Corporate Affairs and pursuant to applicable provisions of the
Companies Act, 2013 read with relevant Accounting Standards
issued by the Institute of Chartered Accountants of India and the
Listing Regulations. The Consolidated Financial Statements have
been prepared on the basis of audited financial statements of the
Company and its Associate Company.

Business Overview

The Company 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). The construction has been
completed and the flats are handed over to the purchasers.

Apart from constructing its own project, the Company was also
engaged in construction of residential flats through Joint Venture
Partnership Firms and these firms were allotted plots of land on
long term lease basis, under Builders Residential Scheme (BRS)
of the New Okhla Industrial Development Authority (NOIDA),
Greater Noida Industrial Development Authority (GNIDA) and
Yamuna Expressway Industrial Development Authority (YEIDA).
The total lease hold area allotted to the Company alongwith the
Joint Venture Firms was around 2,65,000 sq. meters. Apart from
'Express Park View II' and 'The Golden Palm Village', other projects
have been completed.

During the FY 2023-2024, the Company has exited from all its
Joint Venture Partnership Firms except for Capital Infraprojects
Private Limited.

Project developed by the Company:-

Express Park View I (EPV): The Company's Project, 'Express
Park View I' has been developed and completed. The Project
comprises of multi-storey towers/ buildings, having residential flats
along with other common services and facilities. The Project overall
comprises of 4 towers of total 334 residential flats, of which 332
residential flats have been sold as on March 31, 2024. Residents
Welfare Association (RWA) was formed and the complex is now
completely handed over to the Residents Welfare Association
duly constituted under the Provisions of the Societies Registration
Act, 1860.

Projects developed / being developed by the Company
through Joint Venture Partnership Firms, namely:

1. The Hyde Park:

This project was jointly developed by the Company with Nimbus
Projects Limited and was held under the Joint Venture Firm
viz. IITL-Nimbus The Hyde Park, Noida.

Since, The Hyde Park project was completed and complete
administrative and financial controls of Hyde Park were handled
from Delhi, the Company was in search of buyer to sell its entire
capital investment contribution in IITL Nimbus The Hyde Park.
Nimbus Propmart Private Limited, one of the group companies,
expressed its interest to purchase the Company's entire capital
investment contribution (i.e. ' 350 Lakhs) held in Hyde Park
at 50% Value, i.e. at ' 175 Lakhs. The Company received
the approval of the shareholders for the aforesaid transaction
through postal ballot on December 19, 2023.

Thereafter, on January 13, 2024, the Company executed
Tripartite Agreement with Nimbus Projects Limited and IITL
Nimbus The Hyde Park. In accordance with the provisions of
the Tripartite Agreement, the Company received the total sale
consideration of ' 1,75,00,000/- from IITL Nimbus The Hyde
Park, the Joint Venture Firm on January 15, 2024.

The Company then executed the Supplementary Deed of
Admission cum Retirement with Nimbus Projects Limited and
Nimbus Propmart Private Limited, whereby the Company was
the retiring partner, on January 16, 2024.

Thus, IITL Nimbus The Hyde Park has ceased to be the Joint
Venture Firm of the Company with effect from January 16,
2024.

2. The Golden Palms:

This Project is jointly developed by the Company with Nimbus
Projects Limited and is held under the Joint Venture company
viz. Capital Infraprojects Private Limited (CIPL). The project
comprises of 1403 residential and 53 commercial units. The
project has been successfully completed and completion
certificate has been received for the entire project comprising
of 12 residential towers and one studio apartment tower. The
physical possession of flats is in progress, formation of RWA is
completed and affairs of the Golden Palms Society are lawfully
handed over to the RWA who is now administering and running
the same w.e.f. April 01,2022. Out of total 53 commercial units
47 units and out of total 1403 residential flats 1387 flats have
been sold as on March 31,2024.

The Board of Directors of the Company in their meeting held
on November 07, 2023 approved the sale of investment
of 5,00,000 equity shares having face value of ' 10/- each
aggregating to ' 50 lakhs, held by the Company in the
Associate Company, Capital Infraprojects Private Limited
to Nimbus Propmart Private Limited for an aggregate sale
consideration of ' 25 Lakhs. The Shareholders of the Company
accorded its consent for the proposed transaction through
Postal Ballot on December 19, 2023.

However, on March 28, 2024, the Company received a letter
from Nimbus Propmart Private Limited ('NPPL') informing that
their Board of Directors have decided to not to move forward
with the aforementioned matter. Therefore, the said transaction
was rescinded.

3. Express Park View-II:

This Project was jointly developed by the Company with Nimbus
Projects Limited and was held under the Joint Venture Firm viz.
IITL Nimbus The Express Park View (EPV II). The Company
held 12.08% amounting to ' 3,02,37,500/- in EPV II.

Nimbus Projects Limited, the existing Joint Venture Partner of
the Firm, offered the Company to acquire its capital investment
contribution in the firm for an aggregate sale consideration of
' 3,02,37,500/-. The shareholders of the Company approved
the aforesaid transaction in their Annual General Meeting held
on September 22, 2023.

The Company received the total sale consideration of
' 3,02,37,500/- from IITL Nimbus The Express Park View, the
Joint Venture Firm on October 06, 2023 and executed on the
same day the following Agreement/Deed:

i. Tripartite Agreement with Nimbus Projects Limited and IITL
Nimbus The Express Park View.

ii. Supplementary Deed of Admission cum Retirement with
Nimbus Projects Limited and Nimbus Propmart Private
Limited, whereby the Company was the retiring partner.

Thus, IITL Nimbus The Express Park View has ceased to be
the Joint Venture Firm of the Company with effect from October
06, 2023.

4. The Golden Palm Village:

IITL Nimbus The Palm Village was a Joint Venture Partnership
Firm between the Company and Nimbus Projects Limited. The
Company held 49.44% amounting to ' 2,200 Lakhs in the Firm.
Nimbus Projects Limited, the existing Joint Venture Partner of
the Firm, offered the Company to acquire its capital investment
contribution in the Firm for an aggregate sale consideration of
' 22 Crores. The shareholders of the Company approved the
aforesaid transaction in their Annual General Meeting held on
September 22, 2023.

The Company received the total consideration of ' 2,200 Lakhs
from IITL Nimbus The Palm Village, the Joint Venture Firm and
executed on October 16, 2023 the following Agreement/Deed:

i. Tripartite Agreement with Nimbus Projects Limited and IITL
Nimbus The Palm Village

ii. Supplementary Deed of Admission cum Retirement with
Nimbus Projects Limited and Nimbus Propmart Private
Limited, whereby the Company is the retiring partner.

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

5. Golden Palms Facility Management Private Limited
(GPFMPL):

Golden Palms Facility Management Private Limited (GPFMPL)
was an Associate Company, in which the Company held

50,000 equity shares of face value of ' 10/- each amounting to
' 5,00,000/- (representing 50% of Equity stake). GPFMPL was
promoted to take care of the maintenance of the Joint Venture
Firms of the Company. Since the Company had sold and was
in process to sell its entire stake in the Joint Venture Firms, the
Company accepted the offer from Nimbus Propmart Private
Limited to sell Company's entire investment of 50,000 equity
shares of ' 10/- each held in GPFMPL at ' 10 each, i.e. at
' 5 Lakhs to Nimbus Propmart Private Limited.

Subsequent to the approval received from the shareholders
through Postal Ballot on December 19, 2023, the Company
(as Seller) on January 12, 2024 entered into Share Purchase
Agreement with Nimbus Propmart Private Limited (as
Purchaser) and Golden Palms Facility Management Private
Limited for the sale of Company' Investment in GPFMPL's
equity shares and received the entire sale consideration
towards the same.

In accordance with the provisions of Share Purchase
Agreement and pursuant to the approval of the Board of
Directors of GPFMPL for transfer of equity shares held by the
Company in GPFMPL in favour of the Purchaser, the Closing
of the transaction took place on January 17, 2024.

Thus, Golden Palms Facility Management Private Limited
(GPFMPL) has ceased to be the Associate of the Company
with effect from January 17, 2024.

Statement containing salient features of Associate Companies

Pursuant to sub-section 3 of Section 129 of the Companies Act,
2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements
of Associate Company is given in Form AOC-1 and forms an integral
part of this report as Annexure 1.

Transfer to Reserves:

During the year under review, there was no transfer to reserves.
Dividend

Your directors have not recommended any dividend for the financial
year 2023-2024.

Management Discussion and Analysis

The Management Discussion and Analysis Report as required
under Regulation 34 of SEBI (Listing Obligations & Disclosures
Requirements) Regulations, 2015 is appended to this Annual Report
and forms an integral part of this report.

Change in Capital Structure

During the year under review, there was no change in the Capital
Structure of the Company. The Company has not issued any shares or
convertible securities, during the financial year ended March 31,2024.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2024 in Form MGT-7 is available
on the Company's website at https://www.iitlproiects.com/static/
investors.aspx

Compliance with Secretarial Standards

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

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.

J.P J Associates LLP, Chartered Accountants, a consulting / audit
firm was 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.

Board of Directors and Key Managerial Personnel

Board of Directors

Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies
Act, 2013, Dr. Bidhubhusan Samal (DIN: 00007256), Non¬
Executive Director of the Company is liable to retire by rotation at
the ensuing Annual General Meeting (AGM) of the Company and
being eligible has offered himself for re-appointment.

The necessary resolution for re-appointment of Dr. Bidhubhusan
Samal forms part of the Notice convening the AGM scheduled to
be held on September 25, 2024.

Appointment

The Members of the Company at their 29^th Annual General
Meeting held on September 22, 2023, re-appointed Mrs. Sujata
Chattopadhyay (DIN: 02336683) as an Independent Women
Director of the Company, not being liable to retire by rotation, for a
second term of five consecutive years commencing from the date
of 29^th Annual General Meeting (AGM) till the date of 34^th AGM of
the Company to be held in year 2028 for the financial year ended
March 31, 2028.

The Board of Directors, based on the recommendation of
Nomination and Remuneration Committee of the Company
and in accordance with provisions of the Act and SEBI Listing
Regulations:

• Appointed Mr. Shriram Surajmal Khandelwal (DIN: 06729564)
as an Additional Director (Non-Executive / Independent
Director) of the Company with effect from August 13, 2024
to hold office up to the date of the ensuing Annual General

Meeting of the Company. The Company has also received
declaration from him that he meets the criteria of independence
as prescribed, both, under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Subject to
approval of the Members through Special Resolution at the
ensuing 30^th Annual General Meeting, Mr. Shriram Surajmal
Khandelwal will hold office as an Independent Director for a
term of 5 (five) years commencing from August 13, 2024 to
August 12, 2029, on terms and conditions specified in the
Notice of AGM.

• Appointed Mr. Shankar Narayan Mokashi (DIN: 08943356) as
an Additional Director (Non-Executive / Independent Director)
of the Company with effect from August 13, 2024 to hold office
up to the date of the ensuing Annual General Meeting of the
Company. The Company has also received declaration from
him that he meets the criteria of independence as prescribed,
both, under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Subject to approval of the Members
through Special Resolution at the ensuing 30^th Annual General
Meeting, Mr. Shankar Narayan Mokashi will hold office as an
Independent Director for a term of 5 (five) years commencing
from August 13, 2024 to August 12, 2029, on terms and
conditions specified in the Notice of AGM.

The Company has received Notice in writing from Member(s) under
Section 160 of the Act proposing the candidature of Mr. Shriram
Surajmal Khandelwal and Mr. Shankar Narayan Mokashi for the
office of Non-Executive / Independent Directors of the Company.

The necessary resolutions for approval of the appointments forms
a part of the Notice of the ensuing AGM, along with the necessary
disclosures required under the Companies Act, 2013 and the
Listing Regulations, for approval of Members.

The Board hereby recommends the aforesaid appointments to the
Members at the ensuing AGM of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on the date of this Report
are Ms. Shivani Kawle, Manager & Company Secretary and Mr. Sagar
Jaiswal, Chief Financial Officer.

During the period under review, the Board of Directors on considering
the recommendation of the Nomination and Remuneration Committee,
appointed Ms. Shivani Kawle as Company Secretary & Compliance
Officer of the Company with effect from May 26, 2023. Further, she was
additionally appointed as the Manager of the Company with effect from
July 11, 2023 and the approval of Members for her appointment was
obtained at the 29^th AGM of the Company held on September 22, 2023.

Also, Mr. Ajit Mishra resigned from the position of Chief Financial
Officer of the Company from the close of the business hours on
September 25, 2023.

Thus, pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board of Directors appointed Mr. Bhavin
Zaveri as the Chief Financial Officer of the Company with effect from

December 20, 2023.

Further, Mr. Bhavin Zaveri resigned as the Chief Financial Officer
of the Company with effect from March 31, 2024 on account of
his personal reasons.

During the FY 2024-2025, the Board of Directors on considering the
recommendation of the Nomination and Remuneration Committee,
appointed Mr. Sagar Jaiswal as the Chief Financial Officer of the
Company with effect from June 25, 2024.

Apart from the aforesaid changes, there were no other changes
in Directors and Key Managerial Personnel of your Company.

Familiarization Programme

The Company has formulated a Familiarization Programme for
Independent Directors with an aim to familiarize the Independent
Directors with the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the Company
operates, business model of the Company, etc., to provide them
with better understanding of the business and operations of the
Company and so as to enable them to contribute significantly to
the Company. In addition to the above, Directors are periodically
advised about the changes effected in the Corporate Law
and Listing regulations with regard to their roles, rights and
responsibilities as Directors of the Company.

The details of programme for familiarization of Independent
Directors with the Company are put up on the website of the
Company under the web link https://www.iitlproiects.com/files/
disclosure/638487745639545638 Details-of-Familiarization-
Programmes-imparted-to-Independent-Directors.pdf

Evaluation of 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 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.

Meetings of the Board

During the year under review, 8 (Eight) meetings of the Board
of Directors were held. The details of the Meetings of the Board
of Directors of the Company convened during the financial year
2023-2024 are given in the Corporate Governance Report which
forms part of this Annual Report. The maximum interval between
any two meetings did not exceed 120 days as prescribed in the
Companies Act, 2013.

Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013,
your Directors, to the best of their knowledge and belief, hereby
confirms 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 of the Companies
Act, 2013, 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 iudgments 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; and

(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 the Auditors 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.

Nomination and Remuneration Policy

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
approved by the Board is uploaded on the Company's weblink
viz. https://www.iitlproiects.com/files/policies/NOMINATION-AND-
REMUNERATION-POLICY.pdf

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

During the year under review, the Company has not made any
investments, provided any guarantees or security or granted any
loans or advances pursuant to Section 186 of the Act.

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: Not Applicable
Risk Management

The Company has formulated a Risk Management Policy. The
Company identifies, evaluates, analyses and prioritizes 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.

Related Party Transactions

The Company has laid down a Related Party Transactions Policy
for purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions approved by the
Board is uploaded on the Company's web link viz.https://www.
iitlproiects.com/files/policies/Policy-on-materiality-of-Related-
Party-Transactions-final-10-02-2022-(IITLPL).pdf

All Related Party Transactions are placed before the Audit
Committee and also before 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 No. 25 to the

Standalone Financial Statements forming part of this report.

The 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://www.iitlproiects.com/
files/policies/CORPORATE-SOCIAL-RESPONSIBILITY-PQLICY.pdf

The provisions relating to CSR enumerated under Section 135 of the
Companies Act, 2013 are not applicable to the Company during the
year under review. Hence, the Annual Report on CSR is not attached
to this Report.

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://www.iitlproiects.com/files/policies/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

Auditors and Auditors’ Report

Statutory Auditor

The Members of the Company in the Annual General Meeting held
on September 24, 2022 re- appointed Maharaj N R Suresh and
Co. LLP, Chartered Accountants (Firm Registration No. 001931S /
S000020), as the Statutory Auditors of the Company, for a second
term of five consecutive years, to hold office from the conclusion of
the 28^th AGM of the Company till the conclusion of the 33^rd AGM to
be held in the year 2027.

Maharaj N R Suresh and Co. LLP, Chartered Accountants has
submitted a certificate confirming that their appointment is in
accordance with Section 139 read with Section 141 of the Act.

Auditors’ Report

The Notes on financial statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification(s), reservation(s)
or adverse remark(s).

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 the Company had
appointed “M/s. Sheetal Patankar & Co.,” a firm of Chartered
Accountants in practice as Internal Auditors of the Company for the
Financial Year 2023-2024. The Internal Audit of the Company was
conducted on periodical intervals and reports of the same were placed
before the Audit Committee Meeting and Board of the Directors
meeting for their noting and approval.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Board of Directors of the Company
had appointed M/s. Chandanbala Jain & Associates, Practicing
Company Secretary (CP No. 6400), to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is included as
Annexure 3 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 Secretary
(CP No. 6400) have submitted Annual Secretarial Compliance Report
for the financial year 2023-2024 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
Exchange within the permissible time limit.

Significant and material orders passed by the regulators

During the year under review, there were no significant and
material orders passed by the Regulators/Courts/Tribunals that
would impact the going concern status of the Company and its
future operations.

Particulars of Employees and related disclosures

A) Details pertaining to remuneration as required under
Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

The percentage increase in remuneration of each Director,
Chief Financial Officer and Company Secretary during the
financial year 2023-2024, ratio of the remuneration of each
Director to the median remuneration of the employees of the
Company for the financial year 2023-2024 and the comparison
of remuneration of each Key Managerial Personnel (KMP)
against the performance of the Company are as under:

*Only employees other than KMP i.e. WTD / Manager /
CFO / CS and who were employees in both the years i.e.
2022-23 and 2023-24 have been considered.

6) 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.

Public Deposits

The Company has not accepted any deposits in terms of Chapter V
of the Companies Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014 from the public during the year under review.

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

The Company has in place a requisite policy in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, temporary, trainees) are covered under the policy.
An Internal Complaints Committee has been constituted under
the said Act for the Group Companies.

No complaints were received during the financial year 2023-2024.
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. 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.

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

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

Acknowledgement

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

Your Directors also thank the clients, vendors, bankers,
shareholders and advisors of the Company for their continued
support.

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

For and on behalf of the Board
IITL Projects Limited

Bipin Agarwal Dr. Bidhubhusan Samal

Director Chairman

(DIN: 00001276) (DIN: 00007256)

Place: Mumbai
Date: August 13, 2024