IITL Projects Ltd Directors Report

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

*Capital Infraprojects Private Limited (CIPL) ceased to be the associate of the Company with effect from January 31, 2025, so Consolidated

Financial Statements are not applicable to the Company.

The Companys revenue from operations for the financial year ended March 31, 2025 was 20,71,340/- (Previous Year - 2,50,30,950/-). The total Income of the Company for the financial year ended March 31, 2025 is Rs. 2,35,00,230/- as compared to 5,82,13,840/- in the previous year.

The Company has booked a net profit of 31,47,11,590/- during the year as against 22,51,40,610/- during the previous year (considering an exceptional income of 35,06,85,110/- due to reduction in Fair Value of Preference Shares in this year as compared to 20,29,75,210/- in the previous year).

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

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 were allotted plots ofPartnershipFirmsland on these firms 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. However, during the FY 2023-2024, the Company exited from all its Joint Venture Partnership Firms except for Capital Infraprojects

Private Limited.

During the year under review, Capital Infraprojects Private Limited also ceased to be an associate of the Company with effect from January 31, 2025.

During the financial year under review, Capital Infraprojects Private Limited (CIPL) has ceased to be the associate of the Company with effect from January 31, 2025. Thus, the Company does not have any Subsidiary, Joint Venture or Associate Company as on

March 31, 2025.

Transfer to Reserves:

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

Your Directors have not recommended any dividend for the financial year 2024-2025.

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, the Company has not issued any shares or convertible securities.

The Board of Directors in its meeting held on December 06, 2024, based on the recommendation of Audit Committee of thecontrols of the Company. Based Company and in accordance with provisions of the Companies Act,

2013, SEBI Listing Regulations and Articles of Association of the Company approved reclassification of the unissued portion of the Authorised Share Capital of the Company from Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each and 1,50,00,000 (One Crore Fifty Lakhs) Preference Shares of Rs.10/- (Rupees Ten) each to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 1,80,00,000 (One Crore and Eighty Lakhs) Equity Shares of Rs. 10/- each and 70,00,000 (Seventy Lakhs) Preference Shares of Rs.10/- (Rupees Ten) each and consequent alteration of the existing Clause V of the Memorandum of Association relating to the Share capital.

Further, the Members through Postal Ballot on January 07,

2025 accorded their approval by way of Ordinary Resolution for reclassification of the unissued portion of the Authorised Share

Capital as stated above.

As on March 31, 2025, the Authorised Share Capital of the

Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 1,80,00,000 (One Crore and Eighty Lakhs) Equity Shares of Rs. 10/- each and 70,00,000 (Seventy Lakhs) Preference Shares of Rs.10/- (Rupees Ten) each.

The 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.

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.

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 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 on the above, inthefinancial management believes that adequate Internal Financial Controls exist in relation to its Financial Statements.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Bipin Agarwal (DIN: 00001276), Non-Executive and Non-Independent 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 Mr. Bipin

Agarwal forms part of the Notice convening the AGM scheduled to be held on September 13, 2025.

The Members of the Company at their 30^th Annual General Meeting held on September 25, 2024 appointed Mr. Shriram

Surajmal Khandelwal (DIN: 06729564) and Mr. Shankar Narayan Mokashi (DIN: 08943356) as Independent Directors of the Company for a term of 5 (five) years commencing from

August 13, 2024 to August 12, 2029.

Further, the Board of Directors, based on the recommendation of Nomination and Remuneration Committee of the Company and in accordance with provisions of the Companies Act, 2013 and SEBI Listing Regulations appointed Mr. Sahil Agarwal (DIN: 06406139) as an Additional Director of the Company with effect from February 04, 2025

The second consecutive term of appointment of

Mr. Venkatesan Narayanan (DIN: 00765294) and Mr. Milind Desai (DIN: 00326235) as Independent Directors ended on

September 25, 2024. Consecutively, they have ceased to be an Independent Directors of the Company w.e.f. September

26, 2024.

Also, Mr. Sahil Agarwal (DIN: 06406139) resigned from the position of an Additional Director from the Board of the

Company with effect from March 17, 2025, due to personal and unavoidable circumstances.

As on March 31, 2025, Dr. Bidhubhusan Samal, Mr. Bipin Agarwal,

Mrs. Sujata Chattopadhyay, Mr. Sriram Surajmal Khandelwal and

Mr. Shankar Narayan Mokashi are the Directors of the Company.

During the period under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of

Directors appointed Mr. Sagar Jaiswal as the Chief Financial Officer of the Company with effect from June 25, 2024.

During the FY 2025-2026, pursuant to the recommendation of the Nomination and Remuneration Committee held on August

06, 2025, the Board of Directors appoints Ms. Harshida J. Parikh as the Company Secretary and Compliance Officer of the Company with immediate effect, i.e. from August 06, 2025 and also designate her as Key Managerial Personnel of the

Company.

Further, upon the recommendation of Nomination and Remuneration Committee held on August 06, 2025, the Board of Directors appoints Ms. Harshida J. Parikh as the Manager, designated as Key Managerial Personnel of the Company with immediate effect, i.e. from August 06, 2025 for a period of Three (3) years, subject to the approval of Members at the ensuing AGM of the Company. The necessary resolution for approval of the appointment 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 appointment of Ms.

Harshida J. Parikh as the Manager of the Company to the Members at the ensuing AGM of the Company.

During the FY 2025-2026, Ms. Shivani Kawle resigned from the position of Manager & Company Secretary of the Company with effect from June 02, 2025 on account of her personal reasons.

Also, Mr. Sagar Jaiswal tendered his resignation from the position of Chief Financial Officer of the Company with effect from August 31, 2025 with the intention of starting 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. Sagar Jaiswal, Chief Financial Officer.

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

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

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 2024-2025 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.

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, 9 (Nine) meetings of the Board of Directors were held i.e. on May 27, 2024, May 30, 2024, June 19,

2024, August 13, 2024, September 09, 2024, November 08, 2024, December 06, 2024, February 04, 2025 and March 18, 2025. The necessary quorum was present for all the meetings.

*Mr. Venkatesan Narayanan and Mr. Milind S. Desai have ceased to be Independent Directors of the Company w.e.f. September 26, 2024. #Mr. Shriram Surajmal Khandelwal and Mr. Shankar Narayan Mokashi were appointed as Independent Directors of the Company w.e.f.

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, 2025, 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, 2025 and profit of the Company for the date; year ended onthat (c) Proper and 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.

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.

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.

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key

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 Companies Act, 2013.

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

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.

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

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.

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

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.

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 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 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.

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 31.03.2025, the accumulated loss of Rs. 649.05 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 decrease of operational activities and absence review, the ofany significant 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 Board continues to evaluate various strategic options or exploring potential opportunities, to revive the business, including fee based income and strategic alliances, with an aim to safeguard the interests of all stakeholders.

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 2024-2025. 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.

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 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.

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.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-2025, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-2025 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

* 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.

1) The remuneration to Directors includes sitting fees paid to them for the financial year 2024-25.

2) The Median remuneration of employees of the Company during the financial year 2024-25 was Rs. 4,15,830/-

3) Median remuneration of employees in the last financial year i.e. 2023-24 was Rs. 3,62,886/- whereas for current financial year i.e. 2024-25 the same stood at Rs. 4,15,830/-, signifying an decrease by 14.59%.

4) There were two permanent employees (including KMPs) on the rolls of Company as on March 31, 2025.

5) Average remuneration made in the last financial year i.e. 2023-24 was Rs.3,62,886/- whereas for current financial year i.e. 2024-2025 the same stood at Rs. 4,15,830/- signifying increase by 14.59%.

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

2023-24 and 2024-25 have been considered.

6)that the remuneration paid is as per Itisherebyaffirmed the Remuneration Policy for Directors, Key Managerial

Personnel and other employees.

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.

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 2024-2025:

(a) number of complaints of sexual Nil harassment received in the year

(b) number of complaints disposed off during Nil the year (c) number of cases pending for more than Nil ninety days (d) number of employees as on the closure Female - 2 of financial year Male - 0 Transgender - 0

The Company voluntarily complies with the provisions of the

Maternity Benefit Act, 1961 and the Rules, Notifications, and Circulars made/issued thereunder and any amendments thereto from time to time.

During the year 2024-2025, no employee was required to avail this benefit.

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.

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

Director Chairman

(DIN: 00001276) (DIN: 00007256)