IITL Projects Ltd Directors Report

Dear Shareholders,

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:

(Rs In Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	250.31	142.87	250.31	142.87
Other Income	123.91	5.99	126.44	5.99
Share of profit from joint venture partnership firms	207.92	580.40	-	-
Operating Profit before Finance Costs Depreciation, Tax and Extraordinary items	803.26	231.29	597.87	(349.12)
Less: Depreciation and amortization expenses	0.25	0.24	0.25	0.24
Finance Cost	581.38	529.59	581.38	529.59
Profit/(loss) before Tax and Exceptional items	221.62	(298.54)	16.24	(878.94)
Share of profit/(loss) of joint venture (net of tax)	-	-	207.93	580.11
Add: Exceptional items	2,029.75	-	2,029.75	-
Less: Tax	(0.03)	0.38	(0.03)	0.38
Net Profit/(loss) for the Year from Continuing operations	2,251.41	(298.92)	2,253.95	(299.21)
Net Profit /(loss)for the Year from Discontinuing operations	-	-	-	-
Profit/(loss) for the year	2,251.41	(298.92)	2,253.95	(299.21)
Other Comprehensive Income	(0.11)	0.27	(0.11)	0.27
Total comprehensive Income for the year, net of tax Profit for the year attributable to	2,251.30	(298.65)	2,253.83	(298.94)
Equity holders of the parent Company	-	-	-	-
Non-controlling interest	-	-	-	-
Total comprehensive Income for the year, attributable to	2,251.30	(298.65)	2,253.83	(298.94)

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

Results of operations and State of Companys 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 Companys 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 Companys 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 Companys 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 GPFMPLs 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 companys 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:

Sr. No. Name of Director/KMP and Designation	% Increase / Decrease in remuneration in the Financial Year 2023-2024	Ratio of remuneration of each Director / KMP to median remuneration of employees
1. Dr. Bidhubhusan Samal Non-Independent Non-Executive Chairman	7.69%	0.72
2. Mr. Bipin Agarwal Non-Independent Non-Executive Director	0.00%	0.44
3. Mr. Venkatesan Narayanan Independent Director	16.67%	0.99
4. Mr. Milind S. Desai Independent Director	23.53%	0.94
5. Mrs. Sujata Chattopadhyay Independent Director	25.00%	0.66
6. *Mr. Ajit Kumar Mishra Chief Financial Officer (resigned w.e.f. September 25, 2023)	Not Applicable	Not Applicable
7. Ms. Shivani Kawle (Appointed as Company Secretary & Compliance Officer w.e.f. May 26, 2023 and additionally as Manager w.e.f. July 11, 2023)	Not Applicable	Not Applicable
8. *Mr. Bhavin Kumar Zaveri (appointed as Chief Financial Officer w.e.f. December 20, 2023 and resigned w.e.f. March 31, 2024)	Not Applicable	Not Applicable

* The Chief Financial Officer (CFO) of the Company is also the group CFO and is paid remuneration from the Holding Company i.e. Industrial Investment Trust Limited.

Notes:

1) The remuneration to Directors includes sitting fees paid to them for the financial year 2023-24.

2) The Median remuneration of employees of the Company during the financial year 2023-24 was 3,62,886/-

3) Median remuneration of employee in the last financial year i.e. 2022-23 was 3,30,538/- whereas for current financial year i.e. 2023-24 the same stood at 3,62,886/-, signifying an increase of 9.79%.

4) There were two permanent employees (including KMPs) on the roll of Company as on March 31, 2024.

5) Average remuneration made in the last financial year i.e. 2022-23 was 3,30,538/- whereas for current financial year i.e. 2023-2024 the same stood at 3,62,886/- signifying increase by 9.79%.

*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)