Industrial Investment Trust Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the Ninety Second Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31,2025.

Financial Performance

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

(Rs. in Lakhs)

Particulars	Financial Year ended
	Standalone		Consolidated
	31-Mar-25	31-Mar-24	31-Mar-25	31-Mar-24
Total Income	1,496.27	3,767.43	1,730.27	3,690.27
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	624.74	5,805.57	776.14	5,591.77
Finance Charges	40.74	58.94	40.74	56.53
Depreciation	223.73	132.06	223.92	135.17
Exceptional Items				(2,029.75)
Net Profit / (Loss) before tax for the year	360.27	5,614.57	511.48	7,429.82
Provision for Tax (including for earlier years) / Deferred Tax	39.14	514.29	77.17	514.63
Share in Profit / (Loss) for Associate / Joint Ventures for the year				207.93
Net Profit / (Loss) After Tax	321.13	5,100.28	434.30	7,123.12
Other comprehensive income for the year	(4.72)	(0.29)	(4.89)	(0.47)
Net Profit/(Loss) during the year	316.41	5,099.98	429.42	7,122.65
Closing Other comprehensive income
Profit/(Loss) brought forward from previous year	(10,434.59)	(14,514.52)	(10,054.05)	(15,519.68)
Share in Profit / (Loss) Attributable to Minority interest	-	-	(33.80)	(636.97)
- transfer to property, plant and equipment on reclassification
- transfer to non-controlling interest
- Other Comprehensive income/ (expenses) attributable	-	-	-	-
Impact of Merger	204.72		(166.57)
Items of other comprehensive income recognized directly in retained earnings:
- Remeasurements of postemployment benefit obligation, net of tax
Profit / (Loss) carried to Balance Sheet	(9,913.46)	(9,414.53)	(9,825.00)	(9,033.99)
From this, the Directors have transferred to:
Special Reserve	64.23	1,020.06	64.23	1,020.06
General Reserve
Capital Redemption
Reserve
Leaving a balance to be carried forward	(9,977.68)	(10,434.59)	(9,889.22)	(10,054.05)

Previous year figures have been regrouped / rearranged wherever necessary.

Indian Accounting Standards

The Company has adopted Indian Accounting Standards (IND AS) from the FY 2018-19 and has replaced the Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Results of operations and state of Companys affairs

During the year, the Company has earned pre-tax profit of 360.27 lakhs as compared to pre-tax profit of 5614.57 lakhs in the previous year. The total income of the company during the year was 1,496.27 lakhs compared to 3,767.43 lakhs in the previous year.

After initial recognition, the company measures its investments in quoted assets (except investment in Subsidiaries) at Fair Value through profit and loss account.

Net Loss on fair value changes for the above transactions in the current year is (758.94) lakhs compared to a profit of 1,420.10 lakhs in the previous year.

Your Companys Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“RBI Directions”) stood at 102.46 % above the regulatory minimum of 15%. Your Companys asset size is 419.10 crores. The Company has received a certificate from the Auditors of the Company, Maharaj N.R. Suresh and Company LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016 confirming compliances carried out by the Company.

Business Overview

The Company is registered with Reserve Bank of India (RBI) as a Non-Deposit taking Non- Banking Financial Company (NBFC) and is classified as a NBFC-Investment and Credit Company (NBFC- ICC). Since October 01, 2022, it has been categorized as a base layer NBFC (NBFC-BL) pursuant to the Scale Based Regulation (SBR) put forth by the RBI. It is primarily a Holding Company, holding investments in its subsidiaries and other group Companies. The activities of the Company comprises of Investment in equity shares, quoted as well as unquoted, units of mutual funds, Fixed deposits with renowned banks, Treasury Bills, Corporate loans. The Committee of Investments / Loans is entrusted with the power to make investments and grant loans and the Board of Directors is apprised of the investments / loans made by the Company and monitors the deployment of resources on regular basis.

The details of the Companys investments and analysis of securities held are given in Note 7 to the Balance Sheet as on March 31, 2025. The loans to subsidiaries and other entities within the group and interest income are disclosed in Note 6 and Note 20 to the Balance Sheet and Statement of Profit and Loss respectively as on March 31, 2025.

Amalgamation / Merger of IITL Group companies

The Members are informed that during last year, your Company had initiated the process of merger of its two wholly-owned subsidiaries viz. (i) IIT Investrust Limited; and (ii) IITL Management

and Consultancy Private Limited with the Company, Industrial Investment Trust Limited (IITL) through a Scheme of Amalgamation pursuant to Sections 230 to 232 of the Companies Act, 2013. The Companies involved in merger had filed a petition before Honble National Company Law Board Tribunal (NCLT), Mumbai.

The Honble National Company Law Tribunal (NCLT), Mumbai Bench vide its order pronounced on March 19, 2025 has accorded approval to the Scheme of Amalgamation. The Appointed Date for the scheme shall be April 01,2024.

Pursuant to the scheme and applicable provisions of the Companies Act, 2013 and rules thereunder, your Company has filed the certified copy of the order of the NCLT sanctioning the Scheme in Form INC-28 with the Registrar of Companies (ROC), Mumbai on April 01, 2025 which shall be the Effective Date.

Further, pursuant to the Scheme becoming effective, the authorised share capital of the Transferor Companies (IIT Investrust Limited and IITL Management and Consultancy Private Limited) stands merged with the Transferee Company (Industrial Investment Trust Limited) and accordingly, the authorised share capital of the Transferee Company in the capital clause of the Memorandum of Association stands increased from 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 3,50,00,000 (Three Crores Fifty Lakhs) Equity Shares of 10/- (Rupees Ten) each to 65,00,00,000/- (Rupees Sixty Five Crores Only) divided into 6,50,00,000 (Six Crores Fifty Lakhs) Equity Shares of 10/- (Rupees Ten) each.

The accounting effect of the above scheme has been given in the Annual Financial Statements attached herewith.

Material changes and commitments occurred after the close of the financial year till date of this report which affects the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and the date of the Boards Report.

Dividend

Your Directors regret to inform you that the Company has not recommended any dividend for the financial year 2024-2025.

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company forms part of this Annual Report.

Change in Capital Structure

The Authorized Share Capital of the Company increased from 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 3,50,00,000 (Three Crores Fifty Lakhs) Equity Shares of 10/- (Rupees Ten) each to 65,00,00,000/- (Rupees Sixty Five Crores Only) divided into 6,50,00,000 (Six Crores Fifty Lakhs) Equity Shares of 10/- (Rupees Ten) each, upon merger of wholly-owned subsidiary companies namely (i) IIT Investrust Limited; and (ii) IITL Management and Consultancy Private Limited (“Transferor Companies”) with the Company.

During the year, 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, 2025, the issued, subscribed and paid up share capital of your Company stood at 22,54,75,500/-, comprising 2,25,47,550 Equity Shares of 10/- each.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025 is available on the Companys website on https://iitlgroup.com/static/investors.aspx

Compliance with Secretarial Standards

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

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2024-25, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiary companies, as approved by their respective Board of Directors.

Subsidiary, Associate and Joint Venture Companies

The two wholly-owned subsidiaries viz. (i) IIT Investrust Limited; and (ii) IITL Management and Consultancy Private Limited formerly known as IIT Insurance Broking and Risk Management Pvt. Ltd had surrendered their Stock Broking license and Insurance Broking license respectively in the year 2023-2024. Subsequent to the surrendering of the licenses the subsidiaries did not have any business activity.

The Management decided to merge these subsidiaries with the holding company as a part of consolidation strategy. The merger would result in operational synergies resulting in cost optimization, improved cash flows, more efficient utilization of human resources, reduction in multiplicity of legal and regulatory compliances.

The Company filed Scheme of Amalgamation with NCLT, Mumbai for merger of the subsidiaries with the holding Company.

As stated above, the Honble National Company Law Tribunal vide its Order dated March 19, 2025 approved the said Scheme of Amalgamation for merger of the two wholly owned subsidiaries with the holding Company.

During the year under review, the Company has incorporated a subsidiary company, IITL Investment Advisors Private Limited in Mumbai, Maharashtra, on January 16, 2025, inter-alia to conduct the business of launching AIF Category II Fund in Real Estate sector.

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient features of the financial statement of companys subsidiaries, is given as Annexure 1.

Brief particulars about the business of each of the Subsidiary Companies is given hereunder:-

Subsidiary Companies:

a. IITL Projects Limited - (IITLPL)

IITLPL is listed on BSE Limited.

IITLPL 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).

Apart from constructing its own project, IITLPL was also engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs were allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).

However, during the FY 2023-2024, IITLPL exited from all its Joint Venture Partnership Firms except for Capital Infraprojects Private Limited.

During the year under review, IITL Projects exited from the following Associate Company:

(i) Sale of Equity shares of its Associate Company, Capital Infraprojects Private Limited (CIPL):

The Company received the total sale consideration of 10 Lakhs towards sale of all equity shares held by IITL Projects Limited in CIPL in favour of Medanta Real Estate Private Limited, an unrelated party. In accordance with the provisions of Share Purchase Agreement, the Closing of the transaction took place on January 31, 2025. Thus, Capital Infraprojects Private Limited (CIPL) ceased to be the Associate of IITL Projects with effect from January 31,2025.

The revenue from operations of IITL Projects Limited 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 2,35,00,230/- as compared to 5,82,13,840/- in the previous year.

The Company has earned a net profit of 31,85,14,450/- during the year as against 22,51,37,220/- during the previous year (considering an exceptional income of 35,06,85,110/- due to reduction in Fair Value of Preference Shares).

b. IITL Investment Advisors Private Limited (IIAPL)

This wholly owned subsidiary company, IITL Investment Advisors Private Limited is incorporated on January 16, 2025 under the provisions of the Companies Act, 2013, inter-alia, to conduct the business of launching AIF Category II Fund in Real Estate sector.

IIAPL has not commenced any business till date.

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.

M/s Sheetal Patankar & Co., Chartered Accountants, a consulting / audit firm were 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. The operating staff are complying with the requirements.

Directors and Key Managerial Personnel

Appointment

Pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions of the Act read with Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, Mr. Shankar Narayan Mokashi (DIN: 08943356) and Mr. Narayanan Rangarajan (DIN: 02509649) were appointed as Independent Directors of the Company, not liable to retire by rotation, to hold office for a period of five years with effect from August 14, 2024 till August 13, 2029.

Pursuant to the provisions of Sections 149(10) and 152 read with Schedule IV and all other applicable provisions of the Act read with Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, Mr. Milind S. Desai (DIN: 00326235) was reappointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from the conclusion of the 91st Annual General Meeting i.e. September 25, 2024 up to the date of completion of his tenure of ten years in the Company from the date of his original appointment on the Board i.e. February 11, 2029.

Pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Act read with Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, Dr. Bidhubhusan Samal (DIN: 00007256) was re-appointed as an Executive Chairman of the Company, for a period of 3 years w.e.f. January 24, 2025 to January 23, 2028.

Pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Act read with Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, Mr. Bipin Agarwal (DIN: 00001276) was appointed as a Managing Director of the Company for a period of 3 years w.e.f. August 14, 2024 to August 13, 2027.

Based on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors

appointed Mr. Sagar Jaiswal as Group Chief Financial Officer of the Company as well as designated him as “Key Managerial Personnel” (KMP), pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, w.e.f. June 25, 2024.

Re-appointment of Director retiring by rotation

In terms of the provisions of the Act, Dr. Bidhubhusan Samal (DIN: 00007256), Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

Re-appointment of Dr. Bidhubhusan Samal forms part of the Notice convening the ensuing Annual General Meeting. The profile and particulars of experience that qualify Dr. Bidhubhusan Samal for Board membership, are disclosed in the said Notice.

Cessation

Upon completion of the second term, Mr. Venkatesan Narayanan ceased to be an Independent Director of the Company with effect from September 26, 2024.

Mr. Sagar Jaiswal tendered his resignation from the post of Chief Financial Officer and KMP of the Company w.e.f. August 31,2025.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Dr. Bidhubhusan Samal, Executive Chairman, Mr. Bipin Agarwal, Managing Director, Mrs. Cumi Banerjee, Chief Executive Officer (Secretarial, Legal and Admin) and Company Secretary, Mr. Sagar Jaiswal, Group Chief Financial Officer and Mr. Sameer Gaikwad, Chief Executive Officer - NBFC Operations.

Familiarisation Programme

The Company conducts suitable familiarisation programme for Independent Directors so as to associate themselves with the nature of the industry in which the Company operates and business model of the Company in addition to regular presentations on financial statements and other relevant data. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing regulations and RBI regulations with regard to their roles, rights and responsibilities as Directors of the Company.

The details of the familiarisation programme have been disclosed and updated from time to time on the Companys website and its weblink is https://iitlgroup.com/static/about-us.aspx

Meetings of the Board

Ten meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements 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 to the Act, have been

(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 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;

(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 M/s Chandanbala Jain & Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Confirmations and Declarations from the 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.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and senior management employees

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 is uploaded on the Companys weblink viz. https://iitlgroup.com/files/policies/ Nomination Remuneration Policv.pdf

appointed Mr. Sagar Jaiswal as Group Chief Financial Officer of the Company as well as designated him as “Key Managerial Personnel” (KMP), pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, w.e.f. June 25, 2024.

Re-appointment of Director retiring by rotation

In terms of the provisions of the Act, Dr. Bidhubhusan Samal (DIN: 00007256), Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

Re-appointment of Dr. Bidhubhusan Samal forms part of the Notice convening the ensuing Annual General Meeting. The profile and particulars of experience that qualify Dr. Bidhubhusan Samal for Board membership, are disclosed in the said Notice.

Cessation

Upon completion of the second term, Mr. Venkatesan Narayanan ceased to be an Independent Director of the Company with effect from September 26, 2024.

Mr. Sagar Jaiswal tendered his resignation from the post of Chief Financial Officer and KMP of the Company w.e.f. August 31,2025.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Dr. Bidhubhusan Samal, Executive Chairman, Mr. Bipin Agarwal, Managing Director, Mrs. Cumi Banerjee, Chief Executive Officer (Secretarial, Legal and Admin) and Company Secretary, Mr. Sagar Jaiswal, Group Chief Financial Officer and Mr. Sameer Gaikwad, Chief Executive Officer - NBFC Operations.

Familiarisation Programme

The Company conducts suitable familiarisation programme for Independent Directors so as to associate themselves with the nature of the industry in which the Company operates and business model of the Company in addition to regular presentations on financial statements and other relevant data. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing regulations and RBI regulations with regard to their roles, rights and responsibilities as Directors of the Company.

The details of the familiarisation programme have been disclosed and updated from time to time on the Companys website and its weblink is https://iitlgroup.com/static/about-us.aspx

Meetings of the Board

Ten meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements 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 to the Act, have been

(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 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;

(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 M/s Chandanbala Jain & Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Confirmations and Declarations from the 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.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and senior management employees

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 is uploaded on the Companys weblink viz. https://iitlgroup.com/files/policies/ Nomination Remuneration Policv.pdf

The Company has formulated a Succession Planning Policy for Directors and Key Senior management of the Company for continuity and smooth functioning of the Company.

Related Party Transactions

The Company has laid down a Related Party Transaction (RPT) Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Companys weblink viz. https:// iitlgroup.com/files/policies/POLICY on materiality of Related Party Transactions Aug 2023.pdf

All Related Party Transactions are placed before the Audit Committee and also 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 36 to the Standalone Financial Statements forming part of this report.

All RPTs entered during the financial year by the Company are in ordinary course of business and on an arms length basis. 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://iitlaroup. com/files/policies/Corporate%20Social%20Responsibilitv%20 Policy%20-%20final.pdf

The Annual Report on CSR is attached to this Report as Annexure 3. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (CP No. 6400), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 4 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 Secretaries (CP No. 6400) have submitted Annual Secretarial Compliance Report for the financial year 2024-25 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 exchanges within the permissible time limit. The observations made in the report are self-explanatory.

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

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company, since the Company is a Non-Banking Financial Company whose principal business is acquisition of securities.

Details of guarantees and/or security in connection with loans to other bodies corporates or persons as covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.

Capital Adequacy Ratio

Your Companys Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“RBI Directions”) stood at 102.46 % above the regulatory minimum of 15%. Your Companys asset size is 419.10 crores. The Company has received a certificate from the Auditors of the Company, Maharaj N R Suresh and Co LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016 confirming the compliances carried out by the Company.

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: During the year under review, the Company did not earn income in foreign exchange as well as did not incur any expenditure in foreign exchange.

Risk Management

The Company has formulated a Risk Management Policy. The Company has formed a separate Risk Management Committee which identifies, evaluates, analyses and prioritise 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 Committee submits its recommendations and comments for Boards review and necessary action.

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://iitlgroup.com/files/policies/ Vigil Mechanism Whistle Blower Policy.pdf

Evaluation of the 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 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 Executive Directors and the Non-Executive 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.

Auditors and Auditors Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, Maharaj N R Suresh and Co LLP, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration No. ICAI FRN No. 001931S / S000020, have been appointed as the Statutory Auditors of the Company for a term of five years starting from the conclusion of 89^th Annual General Meeting held on September 24, 2022 till the conclusion of the 94^th Annual General Meeting of the Company to be held in the year 2027.

Maharaj N R Suresh and Co LLP, Chartered Accountants, have carried out Statutory Audit and the Notes on financial statement referred to in the Auditors Report issued by them are selfexplanatory and hence do not call for any further comments under Section 134 of the Act. The Auditors Report does not contain any qualification, reservation or adverse remark.

Significant and material orders passed by the regulators

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

Transfer of Dividend amounts to Investor Education and Protection Fund

Pursuant to Rules 5(4) and 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred all the sums of unclaimed dividend lying with the Company for the previous financial years i.e. for a period of seven years from the date they became due for payment as well as filed the details of unpaid and unclaimed amounts lying with the Company for all previous financial years with the Ministry of Corporate Affairs from time to time and have uploaded the same on the website of the Company https://iitlgroup.com/static/investors.aspx and the website of the Ministry of Corporate Affairs (www.mca.gov.in).

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more

According to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the Equity shares to IEPF account as per the requirements of the IEPF rules. The details are available on our website, at https://iitlgroup.com/files/finreport/ Equity shares of last seven consecutive years transferred-to- IEPF-on-or-before-October%2022.2022.pdf

Particulars of Employees and related disclosures

A) Details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name of Director / KMP and Designation	% increase / (decrease) in Remuneration in the financial year 2024-25	Ratio of remuneration of each Director / to median remuneration of employees
1 Dr. Bidhubhusan Samal, Executive Chairman	12.07	5.26
2 Mr. Bipin Agarwal, Managing Director a	Not Applicable	Not Applicable
3 Ms. Suiata Chattopadhyay, Independent Director	44.23	1.50
4 Mr. Milind S. Desai, Independent Director	49.63	2.75
5 Mr. S. Thiruvenkatachari (Representative of LIC of India), Non-Executive Director	Not Applicable	Not Applicable
6 Mr. Shankar Narayan Mokashi, Independent Director *	Not Applicable	Not Applicable
7 Mr. Narayanan Rangarajan, Independent Director *	Not Applicable	Not Applicable
8 Mr. Venkatesan Narayanan, Independent Director $	Not Applicable	Not Applicable
9 Ms. Cumi Banerjee, CEO (Secretarial, Legal & Admin) & Company Secretary	14.44	6.67
10 Mr. Sagar Jaiswal, Group Chief Financial Officer #	Not Applicable	Not Applicable
11 Mr. Sameer Gaikwad, Chief Executive Officer - NBFC Operations^	Not Applicable	Not Applicable

a Remuneration not comparable since Mr. Bipin Agarwal was appointed as Managing Director on the Board of the Company w.e.f. August 14, 2024 and his remuneration was paid w.e.f. October 01,2024 and hence his remuneration is for part of the year 2024-25

* Remuneration not comparable since Mr. Shankar Narayan Mokashi and Mr. Narayanan Rangarajan appointed as an Additional Director on the Board of the Company w.e.f. August 14, 2024 and hence their remuneration is for part of the year 2024-25

# Remuneration not comparable since Mr. Sagar Jaiswal was appointed as Group Chief Financial Officer by Board w.e.f. June 25, 2024 and hence his remuneration is for part of the year 2024-25

$ Upon completion of the second term, Mr. Venkatesan Narayanan ceased to be an Independent Director of the Company with effect from September 26, 2024.

% Remuneration not comparable since Mr. Sameer Gaikwad was appointed as Chief Executive Officer - NBFC Operations by Board w.e.f. December 20, 2023 and hence his remuneration is for part of the year 2023-24

~ Remuneration not comparable since Mr. S. Thiruvenkatachari was appointed as an Additional Director on the Board of the Company w.e.f. December 20, 2023 and hence his remuneration is for part of the year 2023-24

(i) The remuneration of the Non-Executive Directors consists of sitting fees only and Increase in remuneration is based on various factors such as Directors participation in Board and Committee Meetings during the year, other responsibilities undertaken, such as Membership or Chairmanship of Committees, etc.

Note: The remuneration to Directors includes sitting fees paid

to them for the financial year 2024-25.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2024-2025 was 7,48,785/-

ii) Median remuneration of employees of the Company during the financial year 2023-2024 was 8,18,453/-. In the financial year, there was an increase of 33.98% in the median remuneration of employees.

iii) There were 17 (Male: 10 and Female: 7) confirmed employees on the rolls of the Company as on March 31, 2025.

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 2024-25 was 10.93% whereas the increase in the managerial remuneration for the same financial year

was 11.91%. (This excludes the salaries of the newly joined and resigned employees during the same financial year).

v) 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.

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. Details relating to deposits covered under Chapter V of the Act.

4. 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.

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

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

Public Deposits

During the year under review, the Company has not accepted any deposits from the public.

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

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosures in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

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

Declaration regarding compliance with the provisions of the Maternity Benefit Act, 1961

The Company has complied with provisions of the Maternity Benefit Act, 1961.

Acknowledgement

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

Your Directors thank the Reserve Bank of India (RBI), Bankers, Shareholders and Advisors of the Company for their continued support.

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

For and on behalf of the Board

Industrial Investment Trust Limited

Dr. Bidhubhusan Samal

Chairman

(DIN: 00007256)

Date : August 06, 2025

Place : Mumbai