ITCONS E-Solutions Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts of our Company for the year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE

The Companys Financial Performance for the year ended 31st March, 2025 is summarized as under:

Rs. in Lakhs

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	5598.41	2849.91
Other Income	111.30	23.01
Total Income	5709.71	2872.92
Profit before Finance Cost, Depreciation, Exceptional	524.07	339.02
Item and Tax
Less: Finance Cost	31.09	12.17
Profit before Finance Cost, Depreciation, Exceptional	492.98	326.85
Item and Tax
Less: Depreciation	47.28	48.17
Profit Before Exceptional Item & Tax	445.70	278.68
Less: Exceptional Item	-	-
Profit Before Tax	445.70	278.68
(Less): Current Tax	115.14	73.86
Deferred Tax	3.12	2.97
Income Tax earlier years	2.48	11.24
Profit for the Year	324.96	190.61
Earnings Per Share (EPS)
Basic	6.43	3.79
Diluted	3.17	3.79

2. STATE OF COMPANYS AFFAIRS

Total Revenue from operations of the Company increased by 96.44% from Rs. 2849.91 Lakhs in FY 2023-24 to Rs. 5598.41 Lakhs in FY 2024-25. The profit before interest, depreciation and tax increased from Rs. 339.02 Lakhs in FY

2023-24 to Rs. 524.07 Lakhs in FY 2024-25.

Profit before tax from continuing operation increased by 59.93% from Rs. 278.68 Lakhs in FY 2023-24 to Rs. 445.70 Lakhs in FY 2024-25. The profit after tax on continuing operation increased by 70.48% from Rs. 190.61 Lakhs in FY

2023-24 to Rs. 324.96 Lakhs in FY 2024-25.

3. DIVIDEND

The Board of Directors of the Company, at its meeting held on 30th May 2025, recommended a final dividend of Rs. 0.15 per equity share (1.5% on the face value of Rs. 10 each) for the Financial Year 2024-2025. The payment is subject to the approval of the shareholders at the ensuing AGM of the Company scheduled to be held on Wednesday, September 24, 2025 and will be paid on and from Friday, September 26, 2025.

The Record Date fixed for determining entitlement of Members to finaldividend for the financial year ended March 31, 2025, if approved at the AGM, is Thursday, September 18, 2025.

4. THE AMOUNTS TRANSFERRED TO RESERVES, IF ANY

The Board of Directors of the Company has not proposed to transfer any amount to the General reserve during the fiscal year 2025.

5. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of the business of the Company.

With the approval of the shareholders in the Extraordinary General Meeting held on July 15, 2025, the Company has amended the object clause of the Memorandum of Association (MOA) by inserting new business activities related to the production and distribution of solar energy and renewable energy, EV maintenance and other ancillary services etc.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

7. SHARE CAPITAL

During the review period, there has been changed in the share capital of the company as follows:

A. Authorised Capital and Changes thereon, if any

The Authorized Share Capital of the Company is increased from Rs. 6,00,00,000/- (Rupees Six Crore only) comprising

60,00,000 (Sixty Lakhs) equity shares of Rs. 10/- (Rupee Ten) each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) comprising 2,00,00,000 (Two Crore) equity shares of Rs. 10/- (Rupee Ten) each as on 31st March 2025.

B. Paid-up Capital and Changes thereon, if any

During the year under review, the company has allotted 5,70,000 fully paid up equity shares of Rs. 10/- each pursuant to conversion of equivalent number of warrants. Consequently, the paid-up share capital of the Company is increased from Rs 5,02,87,260/- (Rupees Five Crore Two Lakh Eighty-Seven Thousand Two Hundred and Sixty) divided into 50,28,726 (Fifty Lakh Twenty-Eight Thousand Seven Hundred and Twenty-Six) equity shares of Rs.

10/- to Rs. 5,59,87,260/- (Rupees Five Crore Fifty-Nine Lakh Eighty- Seven Thousand Two Hundred and Sixty only), divided into 55,98,726 (Fifty-Five Lakh Ninety-Eight Thousand Seven Hundred and Twenty-Six) equity shares of Rs.

10/- (Rupees Ten only).

The paid-up share capital of the company as of 31st March 2025 is Rs. 5,59,87,260/- (Rupees Five Crore Fifty-Nine

Lakh Eighty- Seven Thousand Two Hundred and Sixty only), divided into 55,98,726 (Fifty-Five Lakh Ninety-Eight

Thousand Seven Hundred and Twenty-Six) equity shares of Rs. 10/- (Rupees Ten only).

8. PREFERNTIAL ISSUE OF EQUITY SHARE WARRANTS

During the year under review, the company has issued and allotted 1,00,40,000 (One Crore Forty Thousand) Convertible Equity Share Warrants (“Warrants”) to certain 39 investors including members of the promoter and promoter group, at an issue price of Rs 71/- per Warrant (including a premium of Rs 61/- per warrant), aggregating to Rs. 71,28,40,000/-

(Rupees Seventy-One Crore Twenty-Eight Lakh and Forty Thousand Only) for cash determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, 2018 as on the Relevant Date i.e. 14th June, 2024. The said warrants were allotted by the Board of Directors on July 29, 2024 upon receipt of 25% upfront margin i.e Rs 17,82,10,000/- (Rupees

Seventeen Crore Eighty-Two Lakh and Ten Thousand only). Each Warrant holder is entitled to receive one equity share of the Company against one Warrant held by him/her. The warrant holders may apply for conversion their warrants into fully paid-up equity shares within 18 (Eighteen) months from the date of warrant allotment, upon payment of the remaining balance of Rs 53.25 per warrant.

Till the date of this Board report, 7,64,000 have been converted into equity shares and 92,76,000 warrants are outstanding for conversion into equity shares. Your company has timely informed the stock exchanges and fulfilled all statutory compliances in respect of said allotment of warrants and conversion of warrants into the equity shares.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary and Associate Company(s) and has not entered into any Joint Venture Agreement during the year under review.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of the Board of Directors

As of the date of the report, the Board of Directors of the Company comprises eight (7) Directors. The Composition of the Board of Directors is as under:

Sr.No. Name of the Director	DIN	Designation
1 Mr. Gaurav Mittal	01205129	Managing Director
2 Mr. Chetan Prakash Mittal	01205222	Executive Director
3 Mrs. Premlata Mittal	01205175	Executive Director
4 Mrs. Archana Gangal	09752403	Non-Executive Director
5 Mr. Komaligam Narayanan Jayaraman	09762539	Independent Director
6 Mr. Mridul Rastogi	09775344	Independent Director
7 Mrs. Ira Agarwal	10478057	Independent Director

B. Appointment/Cessation/ change in designation of Directors

During the year under review, following appointments/cessations/changes in designation of Directors were made: a. Mrs. Ira Agarwal (DIN: 10478057) was re-appointed as Independent Director of the Company for the period of 4

(Four) years with effect from January 29, 2025 to January 28, 2029. b. Mr. Manoj Gupta (DIN:06585081), Independent Director of the Company ceased to be a Director of the Company with effect from the close of business hours on August 30, 2024 due to term completion in the company.

Mr. Chetan Prakash Mittal (DIN: 01205222), Director liable to retires by rotation, and being eligible offered himself for re-appointment, was re-appointed at the 17th AGM of the Company.

C. Key Managerial Personnel (KMP)

Throughout the reviewed year, there have been no changes in the appointments of the Key Managerial Personnel (KMP) of the Company.

Name of KMP	Designation	Date of Appointment/ Change in Designation
Mr. Chetan Prakash Mittal	Chief Financial Officer	13th October, 2022
Ms. Pooja Gupta	Company Secretary & Compliance Officer	07th November, 2022

D. Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the same can be accessed on the Companys website at its weblink i.e., https://itconsinc.com/images/policies/NOMINATION-AND-REMUNERATION-POLICY.pdf.

The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration

Policy reflects on certain guiding principles of the Company interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on professional competence and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel, and other employees of the Company required to run the Company successfully.

E. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee (“NRC”) and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the Non-Independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process. The Directors expressed their satisfaction with the evaluation process.

11. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met at Regular Intervals to transact business, and the gap between two meetings was less than one hundred and twenty days. During the Financial Year 2024-2025, twenty-one (21) meetings of the Board of Directors of the Company were held on the following dates:

08.05.2024, 30.05.2024, 20.06.2024, 29.07.2024, 14.08.2024, 31.08.2024, 31.08.2024, 26.09.2024, 01.10.2024, 14.11.2024, 29.11.2024, 23.12.2024, 31.12.2024, 07.01.2025, 10.01.2025, 18.01.2025, 17.02.2025, 15.03.2025, 19.03.2025,

26.03.2025, 29.03.2025,

Details of attendance of Directors in the Board meeting during the financial year 2024-25 are as under:

Name of the Director	Role	Number of Meetings for which the Director was entitled to attend	Attendance at the Board Meeting
Mr. Gaurav Mittal	Managing Director	21	21
Mrs. Prem Lata Mittal	Executive Director	21	20
Mr. Chetan Prakash Mittal	Executive Director	21	21
Mrs. Archana Gangal	Executive Director	21	20
Mr. Komaligam Narayanan Jayaraman	Independent Director	21	20
Mr. Mridul Rastogi	Independent Director	21	20
Mr. Manoj Gupta **	Independent Director	05	2
Mrs. Ira Agarwal	Independent Director	21	20

** Mr. Manoj Gupta (DIN:06585081 ceased to be a Director of the Company with effect from the close of business hours on 30th August 2024 due to term completion.

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors without the attendance of Non-Independent

Directors and members of the Management, was held on 10th Day of February, 2025, as required under Schedule IV of the Companies Act, 2013 (Code for Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

The Independent Directors inter-alia reviewed the performance of the Non-Independent Directors, Chairman of the Company and the Board as a whole.

13. COMMITTEES OF BOARD OF DIRECTORS

The Board has constituted the committees of the Board with specificterms of reference as per the requirements of the SEBI Listing Regulations and the Companies Act, 2013:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members of various committees

A. AUDIT COMMITTEE

The Board has set up a qualified and Independent Audit Committee in compliance with the requirements of Regulation 18 of SEBI Listing Regulations, read with Section 177 of the Act. During the period under review, the

Board of Directors of the Company accepted all the recommendations of the Audit Committee. The Audit Committee comprises of the following members:

S.No. Name of Director	Designation	Category
1 Mr. Mridul Rastogi	Chairman	Non-Executive and Independent Director
2 Mr. Komaligam Narayanan Jayaraman	Member	Non-Executive and Independent Director
3 Mr. Chetan Prakash Mittal	Member	Executive Director & CFO

During the year under review, the Audit Committee met 6 (Six) times: 30.05.2024, 29.07.2024, 31.08.2024, 14.11.2024, 18.01.2025, 15.03.2025.

The Company Secretary acts as the Secretary of the committee.

B. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation. The Company complies with the provisions relating to the Nomination and Remuneration Committee in terms of Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as well as in terms of the provisions of Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of the following members:

S.No. Name of Director	Designation	Category
1 Mr. Mridul Rastogi	Chairman	Non-Executive and Independent Director
2 Mr. Komaligam Narayanan Jayaraman	Member	Non-Executive and Independent Director
3 Mrs. Archana Gangal	Member	Non-Executive Director

The Company Secretary acts as the Secretary of the committee.

During the year under review, the Nomination & Remuneration Committee met 2 times: 31.08.2024 and 10.01.2025.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted the Shareholders/Investors Grievance Committee as per the provision of section 178 of Chapter XII of Companies Act-2013 and as per Regulation 20 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to specifically look into the redressal of Shareholders complaints.

S.No. Name of Director	Designation	Category
1 Mrs. Archana Gangal	Chairman	Non-Executive Director
2 Mrs. Ira Agarwal**	Member	Non-Executive and Independent Director
3 Mr. Komaligam Narayanan Jayaraman	Member	Non-Executive and Independent Director

The Company Secretary acts as the Secretary of the committee.

During the year under review, the Stakeholders Relationship Committee met 2 times: 02.09.2024 and 10.02.2025 There has been no complaint pending as of 31st March 2025.

** Members may please note that during the year under review, the Stakeholders Relationship Committee was reconstituted on 31.08.2025 due to the cessation of Mr. Manoj Gupta as Independent Director of the Company and member of the committee and in place of him Mrs. Ira Agarwal was appointed as member of the committee.

14. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27, 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the Company as the Company has listed its securities on SME Exchange.

15. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics comprising senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. The policy on vigil mechanism may be accessed on the Companys website at https:// itconsinc.com/.

16. CODE OF CONDUCT

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company is under an obligation to adopt a policy on Code of Conduct for all the Members of the Board of Directors and Senior Management. As per the said Regulation, the Board of Directors adopted the Policy on code of conduct for all the Members of Board of Directors and Senior management of the Company.

17. PLEDGE OF PROMOTERS SHAREHOLDING

No promoter holding is under pledge.

18. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility is not applicable to the company.

19. RISK MANAGEMENT POLICY

The Company has well well-laid-out risk management policy, which periodically assesses the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorisation of risks into threats and their causes, impact, treatment and control measures. As a part of the Risk Management Policy, the relevant parameters for protection of the environment, safety of operations and health of people at work are monitored regularly.

20. CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations), the Company has formulated the Code of Conduct for Prevention of Insider Trading (“Code”) to regulate and monitor trading by Designated Persons (DPs) and their immediate relatives. The Code, inter alia, lays down the procedures to be followed by DPs while trading/ dealing in Company shares/ derivatives and while sharing Unpublished Price Sensitive Information (UPSI). The Code includes the Companys obligation to maintain the digital database, mechanism for prevention of insider trading and handling of UPSI, process to familiarise with the sensitivity of UPSI, transactions which are prohibited and manner in which permitted transactions in the securities of the Company shall be carried out.

21. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act 2013 and the rules thereunder (“POSH Act”). The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act. The composition of the IC (Internal Committee) is as follows:

S.No. Name of Officer/ Member	Designation
1 Ms. Pooja Gupta	President
2 Mrs. Archana Baluni	Member
3 Mr. Sunil Kumar	Member
4 Mrs. Sarita Shukla	External Member

During the year under review, the case of sexual harassment was reported to the Internal Committee (“IC”) as follows:

(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

22. IN CASE OF A COMPANY COVERED UNDER SUB-SECTION (1) OF SECTION 178, COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The Company has laid out the policy for Directors appointment and remuneration, which determines the terms of appointment, qualification, independence of Directors, along with remuneration payable. The policy is designed to provide such terms for appointment and levels of remuneration such that they attract, retain and motivate Directors of the quality and ability required to run the Company successfully.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION

143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors, under Section 143(12) of the Act, to the Audit Committee or the Board of Directors of the Company.

24. AUDITORS

a. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Devesh Parekh & Co., Chartered Accountants, Delhi (Firm Registration No: 031422N), were appointed as Statutory Auditors of your Company to hold office from the conclusion of 16th Annual General Meeting (“AGM”) for a period of five years till the conclusion of the 21th AGM of your Company to be held in the year 2028.

M/s. Devesh Parekh & Co., Chartered Accountants have confirmedtheireligibilityandqualification required under the Act for holding the office, as Statutory Auditors of the Company.

b. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company Re- appointed Mrs. Snehal Kashyap, Practicing Company Secretary (CP No. 19254, FCS No. 12748) to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report of Mrs. Snehal Kashyap, Practising Company Secretary for the financial year ended March 31, 2025, is annexed as “Annexure A”.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards.

c. INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors Re- appointed M/s. Aditi Gupta & Associates (FRN: 034291N) as an Internal Auditor of the Company for the financial Year 2024-25.

d. COST AUDITORS AND ITS RECORDS

The provisions of section 148 of Companies Act, 2013 about maintenance of cost records and audit are not applicable to the Company.

25. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE ?

a. BY THE STATUTORY AUDITOR IN HIS REPORT

The Statutory Auditors have not given any qualification, reservation, Adverse remark or Disclaimer in their Report for the financial year ended 31st March, 2025. The Observations made by the been dealt with in an Independent Auditors Report and its Annexures forming part of this Annual Report, and hence do not require any further clarification. b. BY THE COMPANY SECRETARY IN PRACTICE IN SECRETARIAL AUDIT REPORT;

The Secretarial Audit Report for the FY 2024-25 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification, requiring explanation or comments from the Board, under Section 134(3) of the Act. The Secretarial Audit Report issued by Ms. CS Snehal Kashyap, Practising Company Secretary (COP No. 19254), is enclosed as Annexure-A and forms a part of this Report.

26. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors had laid down internal financial controls with reference to the financial statements to be followed by the Company and that such internal financial controls are adequate and operating effectively. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

27. WEBLINK OF ANNUAL RETURNS

In terms of provisions of section 92, 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the details forming part of extract of the Annual Return are hosted on https://www. itconsinc.com/images/Draft_MGT_7_financial_year_2024_2025.pdf By virtue of the amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of Annual Return (Form MGT-9) as part of the Boards report.

28. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received necessary declarations from all the Independent Directors of the Company under Section

149(7) of the Companies Act, 2013, confirming that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

29. DEPOSITS

During the year under review, the Company has neither invited nor accepted deposits from the public/members under

Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

30. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as amended from time to time.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Integrated Annual Report.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions, and the same can be accessed on the Companys website at its weblink i.e., https://www.itconsinc. com/images/policies/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf.

All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business, the particulars of such transactions aredisclosed financial statements. Disclosures of related party thenotestothe are self-explanatory and have transactions of the Company with the promoter/promoter group which holds 10% or more shareholding in the Company, if any, is given in note to the standalone financial statements.

All the related party transactions that were entered into during the year were on an arms length basis and in ordinary course of business. The nature of related party transaction require disclosure in AOC -2, the same is annexed as

“Annexure-B”.

33. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND EMPLOYEES

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as “Annexure C”.

34. STATUTORY DISCLOSURES

None of the Directors disqualifiedas per the provisions of Section 164(2) of the Companies Act, of your Company

2013. Your Directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR (Listing of Obligations and Disclosures Requirements) 2015.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by concern status of the Company and its future operations.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016 by the

Company.

37. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED

a. Conservation of energy

Your Directors are of the opinion that with respect to conservation of energy and technology absorption as prescribed under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given. b. Technology absorption

The company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large. c. Foreign exchange earnings and Outgo

Your company has the following Foreign Exchange Earnings and Outgo (after converting into INR) during the year:

Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

38. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (“Listing Regulations”), the Management discussion and analysis is set out herein and forms part of this Integrated

Annual Report.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, no valuation has been done either at the time of one-time settlement, if any, with Banks / Financial Institutions or while taking loans from the Banks or Financial Institutions, if any. Accordingly, no details are required to be disclosed.

40. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

During the year under review, the Company has complied with the provisions relating to the maternity benefits the Maternity Benefits Act 1961 for the well-being of employees.

41. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable:

S.NO. Particulars
1 The aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	NIL
2 Number of shareholders who approached the listed entity for the transfer of shares from the suspense account during the year	NIL
3 Number of shareholders to whom shares were transferred from the suspense account during the year.	NIL
4 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	NIL
5 That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares	NIL

42. DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company confirms that: a. In the 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 followed, and there are no material departures from the same. b. The Directors have selected such accounting policies 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 of the profit of the Company for the year ended on that date. c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. The Directors have prepared the annual accounts on a ‘going concern basis. e. The Directors have laid down internal financial controls, which are adequate and are operating effectively. f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

43. ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board also places on record its appreciation for the continued cooperation and support received by your Company during the year from investors, bankers, financial institutions, customers, business partners, all regulatory and government authorities and other stakeholders.

By order of the Board of Directors

For ITCONS E-SOLUTIONS LIMITED

 

Gaurav Mittal	Chetan Prakash Mittal
Managing Director	Director & CFO
DIN: 01205129	DIN: 01205222

 

Date: May 30, 2025

Place: New Delhi