IITL Projects Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 32nd Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2026.

Financial Performance

The Companys summarized financial results prepared in accordance with Indian Accounting Standards (Ind AS) and performance during the year ended March 31, 2026, compared to the previous financial year, is summarized below:

( In Thousands)

Particulars	Standalone
	2025-26	2024-25
Revenue from operations	-	2,071.34
Other Income	18,081.38	21,428.89
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	15,506.98	15,940.05
Less: Depreciation and amortization expenses	56.47	19.68
Finance Cost	-	48,091.03
Profit/(Loss) before Tax and Exceptional items	15,450.51	(32,170.66)
Add: Exceptional items	-	3,50,685.11
Less: Current Tax and Deferred Tax	2,928.59	3,802.86
Net Profit/(Loss) for the Year from Continuing operations	12,521.92	3,14,711.59
Net Profit/(Loss)for the Year from Discontinuing operations	-	-
Profit/(Loss) for the year	12,521.92	3,14,711.59
Other Comprehensive Income	7.42	(17.08)
Total comprehensive Income/ (Expenses) for the year, net of tax	12,529.34	3,14,694.51

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

Results of operations and State of Companys affairs

The Companys revenue from operations for the financial year ended March 31,2026 was NIL as compared to Rs. 20,71,340/- in the previous financial year. The total income of the Company for the financial year ended March 31, 2026 stood at Rs. 1,80,81,380/-, as against Rs. 2,35,00,230/- in the previous financial year. The decrease in total income is primarily attributable to the absence of operational revenue during the current financial year.

The Company has booked a net profit of Rs. 1,25,21,920/- during the year as against Rs. 31,47,11,590/- in the previous financial year. The profit for the previous financial year included an exceptional income of Rs. 35,06,85,110/- arising from the reduction in the fair value of Preference Shares.

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)

During the financial year 2025-2026, the Company had proposed to acquire an industrial property situated at Noida, Uttar Pradesh, as a strategic investment, with the intention of resale at an appropriate stage. In connection with the said purchase, the Company had paid an advance of Rs. 5 crores and entered into a Memorandum of Understanding (MOU) for the proposed purchase of the said property.

Subsequently, considering the prevailing market conditions and after reviewing the commercial viability of the proposed transaction, the Board of Directors decided not to proceed with the proposed purchase. The Company is taking steps for recovery of the advance amount paid under the MOU. Subsequent to the close of the financial year, the Company has received Rs. 1 crore towards the advance amount and is taking steps for recovery of the balance amount of Rs. 4 crores.

Except as stated above, there were no other 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.

Business Overview

The Company is engaged in the real estate business.

During the Financial Year 2025-26, the Company evaluated and explored opportunities for growth and diversification in the real estate sector and other businesses allied thereto. The Company had entered into Channel Partner arrangements with few real estate entities for their residential projects pursuant to Memorandum of Understanding(s) executed with the respective parties. Under these arrangements, the Company had placed security deposits and was to undertake the booking and sale of residential units and earn brokerage/commission in accordance with the terms of the respective Memorandum of Understanding(s).

The Company is exploring business opportunities in brokerage services, construction consultancy and project management services, subject to obtaining the necessary statutory and regulatory approvals. The proposed initiatives are expected to provide opportunities for diversification and development of additional business avenues for the Company.

Details of Subsidiary Companv/Associate Companies/Joint Venture

The Company does not have any Subsidiary, Joint Venture or Associate Company as on March 31, 2026.

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 2025-2026.

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.

Share Capital

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

As on March 31, 2026, the issued, subscribed and fully paid-up share capital of your Company stood at Rs.11,99,09,000/- (Rupees Eleven Crore Ninety Nine Lakhs and Nine Thousand Only) comprising of 49,90,900 (Forty Nine Lakhs Ninety Thousand Nine Hundred) Equity Shares of Rs.10/- each and 70,00,000 (Seventy Lakhs) Zero % Non-Convertible Redeemable Preference Shares of Rs.10/- each.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 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 17, 2026.

As on March 31,2026, Dr. Bidhubhusan Samal, Mr. Bipin Agarwal, Mrs. Sujata Chattopadhyay, Mr. Shriram Surajmal Khandelwal and Mr. Shankar Narayan Mokashi are the Directors of the Company.

Key Managerial Personnel

• Appointment

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Harshida J. Parikh as the Company Secretary and Compliance Officer of the Company with effect from August 06, 2025. Further, subject to the approval of the Members of the Company, she was also appointed as the Manager of the Company with effect from August 06, 2025. The approval of Members for her appointment was obtained at the 31st Annual General Meeting of the Company held on September 13, 2025.

Further, based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors appointed Mr. Gorakh Ingale as the Chief Financial Officer of the Company with effect from November 12, 2025.

• Cessation/Resignation

During the year under review, Ms. Shivani Kawle resigned from the position of Manager & Company Secretary of the Company with effect from June 02, 2025, due to personal reasons.

Further, Mr. Sagar Jaiswal resigned from the position of Chief Financial Officer of the Company with effect from August 31, 2025, to pursue his own Chartered Accountancy practice.

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. Harshida J. Parikh, Manager & Company Secretary and Mr. Gorakh Ingale, Chief Financial Officer.

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/static/ investors.aspx?id=DFP

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 2025-2026 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 and Committees Board

The meetings of the Board are scheduled well in advance. The Board meets at least once in a quarter inter alia to review the performance of the Company. For each meeting, a detailed agenda is prepared in consultation with the Chairman. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

During the year under review, 5 (Five) meetings of the Board of Directors were held i.e. on May 23, 2025, August 06, 2025, November 12, 2025, February 03, 2026 and March 13, 2026.

The necessary quorum was present for all the meetings.

Attendance of Directors at the Board Meetings during the financial year 2025-2026 and at the Annual General Meeting (AGM):

Name of the Director	Category	No. of Board Meetings held during the year 2025-2026		Attendance at the AGM held on September 13, 2025
		Held	Attended
Dr. Bidhubhusan Samal	Non-Executive Non- Independent Chairman	5	5	Yes
Mr. Bipin Agarwal	Non-Executive Non- Independent Director	5	4	Yes
Mrs. Sujata Chattopadhyay	Independent Director	5	5	Yes
Mr. Shriram Surajmal Khandelwal	Independent Director	5	5	Yes
Mr. Shankar Narayan Mokashi	Independent Director	5	5	Yes

Committees

A. Audit Committee

The Audit Committee of the Company has been constituted in accordance with the Section 177 of Companies Act, 2013 and the applicable rules made thereunder.

During the year under review, 4 (Four) meetings of the Audit Committee were held, the dates being May 23, 2025, August 06, 2025, November 12, 2025 and February 03, 2026. The necessary quorum was present for all the meetings.

The composition and attendance of members at the Audit Committee meetings are as follows:

Audit Committee Members	Category / Status	No. of Audit Committee Meetings held during the year 2025-2026
		Held	Attended
Mr. Shriram Surajmal Khandelwal	Independent Director / Chairman	4	4
Dr. Bidhubhusan Samal	Non-Executive Non-Independent / Member	4	4
Mrs. Sujata Chattopadhyay	Independent Director / Member	4	4

The Chairman of the Audit Committee was present at the Annual General Meeting held on September 13, 2025.

Each member of the Audit Committee has relevant experience in the field of accounts and finance. The representatives of Statutory Auditors and Internal Auditors are invitees to the Audit Committee Meetings at the discretion of the Committee Members.

NFRA Communication Framework

In accordance with the circular dated January 07, 2026 issued by the National Financial Reporting Authority, the Board, at its meeting held on February 03, 2026, upon the recommendation of the Audit Committee and in consultation with the Statutory Auditors, approved the framework to ensure effective two-way communication between Those Charged with Governance and the Statutory Auditors.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company has been constituted in accordance with the Section 178 of Companies Act, 2013 and the applicable rules made thereunder.

During the year under review, 3 (Three) meetings of the Nomination and Remuneration Committee were held, the dates being August 06, 2025, November 12, 2025 and March 13, 2026. The necessary quorum was present for all the meetings.

The composition and attendance of members at the Nomination and Remuneration Committee meetings are as follows:

Nomination and Remuneration Committee Members	Category / Status	No. of Nomination and Remuneration Committee Meetings held during the year 2025-2026
		Held	Attended
Mr. Shriram Surajmal Khandelwal	Independent Director / Chairman	3	3
Mr. Shankar Narayan Mokashi	Independent Director / Member	3	3
Mrs. Sujata Chattopadhyay	Independent Director / Member	3	3

The Committee, inter alia, considers matters relating to the appointment and remuneration of Directors and Key Managerial Personnel, determines the criteria for determining qualifications, positive attributes and independence of a Director and carries out such other functions as may be prescribed under the Companies Act, 2013. The Committee carries out evaluation of the performance of every Director, Key Managerial Personnel and Senior Management Personnel once a year.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company has been constituted in accordance with the Section 178 of Companies Act, 2013 and the applicable rules made thereunder.

During the year under review, 1 (One) meeting of the Stakeholders Relationship Committee was held on March 13, 2026. The necessary quorum was present for the meeting.

The composition and attendance of members at the Stakeholders Relationship Committee Meeting as on March 13, 2026 are as follows:

Stakeholders Relationship Committee Members	Category / Status	No. of Stakeholders Relationship Committee Meetings held during the year 2025-2026
		Held	Attended
Mr. Shankar Narayan Mokashi	Independent Director / Chairman	1	1
Mr. Shriram Surajmal Khandelwal	Independent Director / Member	1	1
Mrs. Sujata Chattopadhyay	Independent Director / Member	1	1

The Committee, inter alia, considers and resolves the grievances and complaints of shareholders and other security holders and oversees matters relating to transfer/transmission of shares, issue of duplicate share certificates, non-receipt of declared dividends and such other matters as may be prescribed under the Companies Act, 2013. During the year under review, no investor grievance or complaint was pending or remained unresolved as at March 31, 2026.

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, 2026, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2026 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 the basis that the Company does not continue to be a “Going Concern” and therefore all assets that have being valued at their realisation value were lower than cost and all known liabilities have been fully provided for and recorded in the financial statements on the basis of best estimate of the Management;

(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. Pursuant to Chapter IV, Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2) (b) to (i) and (t) & para C, D & E of Schedule V are not applicable to the Company as the paid-up equity share capital does not exceed Rs. 10 crores and net worth does not exceed Rs. 25 crores, as on the last day of the previous financial year.

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. The Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs for empanelment in the databank of Independent Directors. Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

Nomination and Remuneration Policy

The Board of 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/ 639002687476778396 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 securities, or granted any loans or advances pursuant to Section 186 of the Companies Act, 2013.

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/639192996169146597POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS AND DEALING WITH RPT FINAL.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. 33 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 1 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/639002686821371509 CORPORATE-SOCIAL- RESPONSIBILITY-POLICY.pdf

The composition of the Corporate Social Responsibility Committee as on March 31, 2026 was as follows:

1. Dr. Bidhubhusan Samal - Chairman

2. Mr. Bipin Agarwal - Member

3. Mr. Shankar Narayan Mokashi - Member

The provisions of Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 are not applicable to the Company, as it does not meet the specified thresholds of net worth, turnover, or net profit during the immediately preceding financial year. 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 maintain the standard of ethical, moral and legal conduct of business operations. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns and instances about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees or Directors or any other person to avail of the mechanism and also provide for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that no Director/ employee/ any other person has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Whistle Blower Policy has been disclosed on the Companys website under the weblink https://www.iitlproiects.com/files/ policies/639111739603637799 Vigil Mechanism Whistle Blower Policv.pdf and circulated to all the Directors/ employees.

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 28th AGM of the Company till the conclusion of the 33rd 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 Companies Act, 2013.

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 Statutory Auditor of the Company has observed that:

As on 31.03.2026, the accumulated loss of Rs. 523.76 Lakhs, exceeds the paid up capital and net worth of the company stands fully eroded. The total liability of the company exceeds its total assets.

The company has no business of its own and also no other cash flow at present. Thus, the company ceases to be a “Going Concern” and accordingly these financial statements have been prepared on the basis that the company does not continue to be a “Going Concern” and therefore all assets that have being valued at their realisation value were lower than cost and all known liabilities have been fully provided for and recorded in the financial statements on the basis of best estimate of the Management.

Pursuant to Section 134 (3)(f) of the Companies Act, 2013, the Board acknowledges the Auditors observation and confirms that, due to the absence of operational revenue and significant cash flows during the year under review, the Company is currently not considered a “going concern”. In light of this, the financial statements for the reporting period have been appropriately prepared on a non-going concern basis, wherein assets have been valued at their estimated net realisable values and all known liabilities have been duly provided for based on the best estimates of the management.

The Company is exploring business opportunities in brokerage services, construction consultancy and project management services, subject to applicable statutory and regulatory approvals. The Board believes that these initiatives, if successfully implemented, may support the Companys efforts to improve its financial position and safeguard the interests of its stakeholders.

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 2025-2026. The Internal Audit of the Company was conducted at periodical intervals and the reports thereon were placed before the Audit Committee for its review and consideration.

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 CS Payal Vyas, Practicing Company Secretary (CP No. 26152), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 2 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

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 15(2) thereof, the provisions relating to submission of Annual Secretarial Compliance Report are not applicable to the Company.

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 which would have an adverse impact on the affairs, financial position, or operations of the Company.

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 2025-2026, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-2026 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 2025-2026	Ratio of remuneration of each Director / KMP to median remuneration of employees
1.	Dr. Bidhubhusan Samal Non-Independent Non-Executive Chairman	(46.51)	Not Applicable
2.	Mr. Bipin Agarwal Non-Independent Non-Executive Director	(50.00)	Not Applicable
3.	Mrs. Sujata Chattopadhyay Independent Director	17.86	Not Applicable
4.	Mr. Shriram Surajmal Khandelwal Independent Director (Appointed w.e.f. August 13, 2024)	Not Applicable	Not Applicable
5.	Mr. Shankar Narayan Mokashi Independent Director (Appointed w.e.f. August 13, 2024)	Not Applicable	Not Applicable
6.	Ms. Shivani Kawle Manger & Company Secretary (Resigned w.e.f. June 02, 2025)	Not Applicable	Not Applicable
7.	Ms. Harshida J. Parikh Manger & Company Secretary (Appointed w.e.f. August 06, 2025)	Not Applicable	Not Applicable
8.	*Mr. Sagar Jaiswal Chief Financial Officer (Resigned w.e.f. August 31, 2025)	Not Applicable	Not Applicable
9.	*Mr. Gorakh Ingale Chief Financial Officer (Appointed w.e.f. November 12, 2025)	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 2025-2026.

2. The Median remuneration of employees of the Company during the financial year 2025-2026 is Not applicable, as there were no employees (other than Key Managerial Personnel) on the rolls of the Company as on March 31, 2026.

3. Median remuneration of employees in the last financial year i.e. 2024-2025 was Rs. 4,15,830/-. The same is not comparable with the current financial year 2025-2026, since there were no employees (other than Key Managerial Personnel) on the rolls of the Company during the relevant period.

4. There was one permanent employee (including KMPs) on the rolls of Company as on March 31, 2026.

5. Average remuneration during the last financial year i.e. 2024- 2025 was Rs.4,15,830/-. The same is not comparable with the current financial year since there were no employees (other than Key Managerial Personnel) on the rolls of the Company as on March 31, 2026.

*Only employees other than KMP i.e. WTD / Manager / CFO / CS and who were employees in both the years i.e. 2024-2025 and 2025-2026 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.

Disclosures in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year 2025-2026:

Sr. No.	Particulars	No. of complaints
(a)	number of complaints of sexual harassment received in the year	Nil
(b)	number of complaints disposed off during the year	Nil
(c)	number of cases pending for more than ninety days	Nil
(d)	number of employees as on the closure of financial year	Female - 1 Male - 0 Transgender - 0

Disclosure under Maternity Benefit Provisions

The Company voluntarily complies with the provisions relating to maternity benefits under the Maternity Benefit Act, 1961 and the Code on Social Security, 2020, as applicable, together with the Rules, Notifications, and Circulars made/issued thereunder and any amendments thereto from time to time.

During the year 2025-2026, no employee was required to avail of this benefit.

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.

5. 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
	Dr. Bidhubhusan Samal
	Chairman
	(DIN: 00007256)
Place: Mumbai
Date: August 04, 2026