ITL Industries Ltd Directors Report

Your directors have great delight in presenting the 37th Annual Report along with Companys Audited Financial Statement for the financial year ended March 31,2025.

l FINANCIAL RESULTS:

(Amount in Lacs)

Particulars	Standalone		Consolidated
	2024-25	2023-2024	2024-25	2023-2024
a) Sales & Other Income	18621.81	16184.12	18644.96	16203.43
b) Profit before interest, Depreciation .	1600.69	1459.18	1675.48	1547.28
c) Less : - Interest and Finance Charges	164.13	149.65	180.86	176.45
- Depreciation	1 55.02	122.04	176.00	142.04
d) Profit befo re Tax	12 81.54	1187.49	1318.62	1228.79
e) Less : Provision for Tax Current year	364.85	293.28	364.85	293.28
f) Less : Deferred Tax Provided (Written Back)	5.51	0.96	9.00	0.16
h) Profit after Tax	911.18	895.16	9)23	916.45
i) Profit brought forward from previous year	695.45	572.53	685.67	572.54
j) Profit available for appropriations	1606.63	1467.71	1627.44	1481.49
k) Add: Interest income w.r.t. Preference Share	2.89	-	-	-
l) Add: Interest Dividend Income 5% cumulative Prefere nce Share	6.50	-	-	-
m) Transferred to General Re serve	1000.00	750.00	1000.00	750.00
n) Less: Dividend Paid	32.04	32.04	32.05	32.04
o) Add: R -measurement of defined pla recognized in OCI	-	-	4.26	-
P) Balance carried to Balance Sheet	574.59	695.46	591.13	699.45

• • OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

The companys performance during Financial Year 2024-25 on a standalone and consolidated basis were as follows -

A. The company standalone revenue were Rs. 18621.81 Lakhs in the financial year 2024-25 compared with Rs. 16184.12 Lakhs in the previous year (2023-24), showing a growth of 15.06%. The Profit before tax for the financial year 2024-25 is Rs. 1281.54 against Rs. 1187.49 Lakhs in the year 2023-24. The profit after tax of the Company increased from Rs. 895.16 Lakhs to Rs. 911.18 Lakhs showing a growth of 1.79%.

B. The company consolidated revenue were Rs. 18644.96 Lakhs in the financial year 2024-25 compared with Rs. 16203.43 Lakhs in the previous year (2023-24), showing a growth of 15.07 %. The Profit before tax for the financial year 2024-25 is Rs. 1318.62 against Rs. 1228.79 Lakhs in the year 2023-24. The profit after tax of the Company increased from Rs. 916.45 Lakhs to Rs. 927.99 Lakhs showing a growth of 1.26%.

• • CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

• • FUTURE OUTLOOK:

ITL Industries Limited remains optimistic about growth, driven by rising demand in manufacturing and infrastructure sectors. The company plans to expand its domestic and international presence, invest in technology upgrades, and strengthen R&D capabilities. Focus on operational efficiency and sustainable practices will continue to enhance competitiveness. Overall, ITL is well-positioned to capitalize on emerging market opportunities.

• • Restatement of Financial Statements

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS). The Board of Directors informs the Members that, pursuant to the provisions of the Companies Act, 2013 and applicable accounting standards, the financial statements of the Company for the financial year ended 31st March 2025 have been restated.

The restatement was necessitated due to the identification of a prior period error during the year, relating to the nonrecognition of dividend income from preference shares of a subsidiary for the year ended 31st March 2023. In compliance with Ind AS 8, the comparative figures have been restated retrospectively. This correction does not impact the current years results, except for the recognition of the previously unrecorded dividend income.

• • Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes or commitments, affecting the financial position of the Company, that have occurred between the end of the financial year on 31st March, 2025 and the date of this Report.

•• TRANSFER TO GENERAL RESERVES

The Company proposes to transfer Rs. 1000.00 Lacs to the general reserves out of the amount available for appropriations.

• • SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2025 was Rs. 3,20,43,000 divided into 3204300 equity shares of Rs. 10/-each. There has been no change in the capital structure of Company during the year under review.

• • DIVIDEND:

Your Directors are pleased to recommend Dividend of Rs. 1.00 Per share (10%) (previous year Rs.1.00 per share) for the year ended 31st March, 2025 subject to approval of the members in the ensuing Annual General Meeting.

• MANAGEMENT:

DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directors during the Financial Year2024-25: -

a) Re-appointment of Director under retire by rotation during the Financial Year 2024-25:

In accordance with the provisions of Section 152 of the Companies Act, 2013, not less than two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation at every Annual General Meeting. The Companys Board comprises Executive and Non-Executive Independent Directors, and in the normal course, there is no director eligible for retirement by rotation. However, in the spirit of good governance and compliance with the applicable provisions, Mr. Mahendra Jain (DIN: 00256047), Joint Managing Director, retires by rotation at the ensuing 37th Annual General Meeting and, being eligible, offers himself for re-appointment.

It may be noted that Mr. Mahendra Jain was re-appointed as Joint Managing Director for a term of three (3) years at the 36th Annual General Meeting held on 28th September 2024, with effect from 1st February 2025.

b) Re-appointment of Non-Executive Independent Director during the Financial Year 2024-25

During the year the shareholders at the 36th AGM held on 28th September, 2024 has confirmed the re-appointment of Mr. Vinod Kumar Jain (DIN: 01216467) as a Non-Executive Independent Director for a second term of 5 (five) consecutive years on the Board of the Company commencing from August 25, 2025 to August 24, 2029 (both days inclusive).

c) Appointment of Non-Executive Independent Director during the Financial Year 2024-25

During the year the shareholders at the 36th AGM held on 28th September, 2024 has appointed Ms. Apoorva Doshi (DIN: 10738787) as a Non-Executive Independent Director for a first term of 5 (five) consecutive years on the Board of the Company commencing from August 23, 2024 to August 23,2029 (both days inclusive).

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

During the year the shareholders at the 36th AGM held on 28th September, 2024 has confirmed the appointment of Ms. Apoorva Doshi (DIN: 10738787) as Non-Executive Independent Woman Directors of the Company with effect from August 24, 2024 for a period of 5 consecutive years till August 23, 2029 and the Board is of the opinion that she carry integrity, expertise and experience as well as they are registered with the portal of IICA.

During the year the shareholders at the 36th AGM held on 28th September, 2024 has confirmed the re-appointment of Mr. Vinod Kumar Jain (DIN: 10289373 as a Non-Executive Independent Director for a second term of 5 (five) consecutive years on the Board of the Company commencing from August 25, 2025 to August 24, 2029 and the Board is of the opinion that he carry integrity, expertise and experience as well as he was registered with the portal of IICA and also passed online proficiency self-assessment test conducted by IICA.

d) Cessation of Non-Executive Independent Director during the Financial Year 2024-25

During the year Dr. Pratima Jain (DIN: 06955665) ceased as a Non-Executive-Independent Director ofthe company with effect from close of business hours on 26th September, 2024, due to tenure completion of his second term as Independent Director pursuant to Section 149 ofthe Companies Act, 2013.

Directors liable to retire by rotation and seeking re-appointment:

As per the provisions of section 152 of the Companies Act, 2013 there is a requirement of not less two third of the total number of directors are liable to retire by rotation in every annual general meeting, the company has a board comprising of executive and non-executive directors and there is no director who is eligible for the retire by rotation in this annual general meeting. Although the Company is always ready to comply with all the rules and regulations which are applicable to the Company and in compliance with the said section the company is putting Item No. 3 in the Annual General Meeting Notice relating to the appointment of Mr. Mahendra Jain (DIN: 00256047), retires by rotation at the 37th AGM and, being eligible, offers himself for re-appointment..

Changes in KMPs:-

During the year under review there is no change in KMPs.

Independent directors

During the year under review * Mrs. Pratima Jain;** Ms. Apoorva Doshi; Mr. Rajesh Jain and Mr. Vinod Kumar Jain were Independent Director ofthe Company.

* Mrs. Pratima Jain ceased/ retired from the directorship of the Company from the close of business hours on September 26, 2024 due to completion of her second and final tenure as Independent Director ofthe Company.

** Ms. Apoorva Doshi (holding DIN: 10738787), who was appointed as an Independent Director of the Company for a first term of 5 (five) consecutive years on the Board of the Company commencing from August 24, 2024 to August 23, 2029 (both days inclusive).

• • FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a structured familiarization program for its Independent Directors. The program aims to provide insights into the Companys operations, business model, industry landscape, regulatory framework, and the roles, rights, and responsibilities of Independent Directors. During the year, Independent Directors were briefed through presentations and interactions with senior management on strategic developments, financial performance, key policies, and risk management practices of the Company.

The details of the familiarization program are available on the Companys website at https://itl.co.in/familiarization- programme-for-independent-directors/.

• • BOARD AND COMMITTEE MEETINGS:

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

• • DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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 on that date;

c) that 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

g) the Directors further confirm that proper explanations have been provided in the financial statements regarding the reasons and impact of the restatement, and that necessary steps have been taken to ensure such errors do not recur in the future.

• • DISCLOSURE OF FRAUDS UNDER SECTION 143 OF THE COMPANIES ACT, 2013:

During the financial year 2024-25, the Board of Directors confirms that no frauds were reported or detected involving the Company, its officers, or employees. The Directors further affirm that there were no contracts, arrangements, or transactions observed during the year that could be classified as fraudulent under the provisions of the Companies Act, 2013. The Board remains committed to maintaining a high standard of corporate governance and internal controls to prevent and detect any such occurrences.

• • DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as laid down under the said provisions. The Board is of the opinion that all Independent Directors of the Company continue to comply with the requirements of independence and are independent ofthe management.

• • REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY

MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE:

In accordance with section 178 and other applicable provisions if any, of the Companies Act 2013 read with the rules issued thereunder, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Details of Policy covering these Requirements have disclosed in Corporate Governance Report.

During the year none of the employee of the company is drawing more than 1.02 Cr. per annum or Rs. 8.50 Lakhs per month for the part of the year, therefore Particulars of the employee as require under section 197 of the Companies Act 2013 read with rule 5(2) & 5 (2) of the Companies (appointment and remuneration) Rule 2014 are not applicable Details attached as “Annexure-F”.

• • PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 73 of the Companies Act, 2013 and rules.

• • PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of Annual Report.

• • PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (SECTION 188 OF THE COMPANIES ACT, 2013)

During the financial year 2024-25, all related party transactions were carried out in the ordinary course of business and on an arms length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no materially significant transactions with related parties that may have had a potential conflict with the interests of the Company. The necessary approvals from the Audit Committee and the Board were obtained, wherever applicable.

The particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Act, are provided in Form AOC-2, annexed to this Report as Annexure C.

• • ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is given in the “Annexure-A” forming part of this report.

• • RISK MANAGEMENT:

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companys Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis.

• • CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review, your Company having profit before tax of Rs. 1281.54 Lakhs. As per Section 135 of the Companies Act, 2013, companies meeting specified financial thresholds are required to constitute a CSR Committee.

Accordingly Board has constituted Corporate Social Responsibility Committee in its meeting held on 13 th August, 2018 and reconstituted on 26th September, 2024, comprising following members:-

1. Mr. Rajendra Jain - Chairman

2. Mr. Mahendra Jain - Member

3. Dr. Pratima Jain* - Member

4. Mr. Vinod Kumar Jain**- Member

* Dr. Pratima Jain ceased/ retired from the directorship of the Company on September 26, 2024 due to completion of her second and final tenure as Independent Director of the Company.

** Mr. Vinod Kumar Jain appointed as member of the committee w.e.f. September 27, 2024.

The Committee is responsible for formulating and recommending the CSR policy, recommending CSR expenditure, and monitoring its implementation through a transparent mechanism. CSR expenditure will be made during the current financial year.

The Companys CSR Policy, available at https://itl.co.in/wp-content/uploads/2025/04/Corporate-Social-Responsibility- Policy. pdf outlines its vision, objectives, and implementation approach, focusing on education, skill development, health, environment, and sustainable practices. The Annual Report on CSR activities is attached as Annexure-E.

• • ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has carried out the annual performance evaluation of the Board as a whole, its Committees, and individual Directors. The evaluation process considered various aspects including the effectiveness of governance, the level of engagement, and the contribution of Directors to the Companys strategic direction. The results of the evaluation were reviewed by the Nomination and Remuneration Committee, and the Board expressed overall satisfaction with the performance and functioning of the Board and its Committees.

• • AUDITORS AND THEIR REPORT:

A. Statutory auditors

M/s Mahendra Badjatya & Co. Chartered Accountants, (ICAI FRN 001457C), has been re-appointed as the Statutory Auditors of the Company for the second consecutive term of five years at the 34th Annual General Meeting held on 28.09.2022 till the conclusion of the 39th Annual General Meeting to be held in the year 2027.

The Standalone and Consolidated Auditors Report and the Notes on financial statement for the year financial year 2024-25 referred to in the Auditors Report are self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s I G & Associates, Company Secretaries, F.R. No.: I2013MP1054000, as the Secretarial Auditor of the Company for a fixed term of five consecutive financial years commencing from financial year 2025-26 to 2029-2030, to undertake the Secretarial Audit of the Company. Accordingly, they will carry out the Secretarial Audit for the financial year 2025-26. Your Board recommended for the approval of the Members for the appointment of M/s I G & Associates, Company Secretaries, F.R. No.: I2013MP1054000 as the Secretarial Auditors of your Company for 5 (five) consecutive financial year starting from 2025-26 to 2029-2030 and authority to the Board and Audit Committee to fix their remuneration.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments given. The Report of the Secretarial Audit for the year 2024-25 in the Form MR-3 is annexed herewith as Annexure-D forming part of this report.

C. Cost auditors

As per the requirement of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has been carrying out audit of Cost Records.

The Board of Directors, on the recommendation of Audit Committee, has appointed Yash & Associates, Cost Accountants (FRN: 005252), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2025-26 at a remuneration of Rs. 25,000/- (Rupees Twenty Five Thousand only) & re-imbursement of out-of- pocket expenses, if any, as required under the Companies Act, 2013. A resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Cost Audit Report for the previous year does not contain any qualification, reservation, or adverse remark and therefore does not call for any further comments by the Board.

D. Internal auditors

The Board of Directors, on the recommendation of Audit Committee, has appointed, Mrs. Pratibha Kothari, Chartered

Accountant (ICAI M. N. 078425) as Internal Auditor of the Company for the financial year 2024-25 to perform the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

• • TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2017-18 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. During the financial year 2024-25, The Company has Transfer 5180 (Five Thousand One Hundred Eighty) Equity Shares to Investors Education and Protection Fund (IEPF) related to the concerned shareholders have not claimed dividend for a period of 7 consecutive years.

• • INDUSTRIAL RELATIONS:

Industrial relations of the Company remained cordial during the year.

• • SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is a subsidiary of the Company. In compliance with the Companies Act, 2013, Consolidated Financial Statements have been prepared and form part of this Annual Report. A statement of salient financial information of the subsidiary, in the prescribed format AOC-1, is annexed as Annexure-B, providing details of the financial performance and position of the subsidiary.

As per Section 136 of the Companies Act, 2013, the Audited Standalone and Consolidated Financial Statements, along with the audited accounts of the subsidiary, are available on the Companys website at www.itl.co.in and can be inspected at the Companys Registered Office during business hours i.e. between 9.30 A.M. to 5.00 P.M. on all working days.

• • REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE &

MANAGEMENT DISCUSSION A NALYSIS :

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, a separate titled “Report on Corporate Governance and Management Discussion and Analysis” forms part of this Annual Report.

Certificate confirming compliance with conditions of Corporate Governance as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, also forms parts of this Annual Report.

• • DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHITLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no disclosures under this mechanism were received. The policy is available on the Companys website at https://itl.co.in/wp-content/uploads/2025/04/Vigil- Mechanism-Policy-or-Whistle-Blower-Policy.pdf

Vigil Mechanism Disclosures

The details regarding complaints during the financial year under review are given as below:

Particulars	Number of Complaints Rece ived during the year	Number of Complaints resolved during the year	Number of Complaints Pending as on year end	Number of Complaints Reported to Audit Committee
No. of Complaints	NIL	NIL	NIL	NIL

• • SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status ofthe Company.

• • APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THEIR STATUS:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business ofthe Company.

• • CODE OF CONDUCT:

The Company laid down a code of conduct for all Board Members and Senior Management and Independent Directors of the Company. All the Board Members including Independent Directors and Senior Management Personnel have armed compliance with the Code of Conduct. Declaration on adherence to the code of Conduct is forming part of the Corporate Governance Report.

• • SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVANTION PROHIBITION& REDRESSAL) ACT, 2013:

The Company has in place Anti Sexual Harassment Policy in line with requirements of the Sexual Harassment of the Women at Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup to redress the Complaints received regarding sexual harassment. The said Policy is available on the Companys website at https://itl.co.in/wp-content/uploads/2025/04/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf. There was no case of sexual harassment reported during the year under review.

Details of complaints received and resolved during the financial year under review by the ICC are given below:

Particulars	Number of Complaints filed during the financial year	Number of Complaints disposed off during the financial year	Number of cases pending for more than ninety days during the financial year	Number of Complaints pending as at the end of the financial year
No. of Complaints	NIL	NIL	NIL	NIL

• • STATEMENT WITH RESPECT TO COMPLIANCE OF THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961:

The Company is covered under the provisions of the Maternity Benefit Act, 1961 and remains fully compliant with all applicable requirements of the said Act. During the financial Year under review, no woman employee availed maternity leave or claimed any benefits under the Act, as there was no such necessity or case reported during the year. The Company has established appropriate systems and policies to ensure that all eligible women employees are granted maternity benefits in accordance with the provisions ofthe Act, as and when the situation arises. The Company continues to remain committed to supporting the health, well-being, and rights of its women employees.

• • Code of Fair Disclosure and Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015 :

Pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). This Code ensures timely and fair disclosure of UPSI and is available on the website of the company at https://itl.co.in/wp-content/uploads/2025/04/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-Unpublished- Price-Sensitive-Information-UPSI-1.pdf.

In accordance with Regulation 9 of the said Regulations, the Board has also adopted the Code of Conduct for Prohibition of Insider Trading, which governs trading in the Companys securities by designated persons and ensures compliance with insider trading norms and same is available on website of the company at https://itl.co.in/wp- content/uploads/2022/04/Code-of-Conduct-for-Insider-under-Trading.pdf.

• LISTING OF SHARES:

Company shares are listed on BSE Limited only. The company has paid annual listing fee for financial year 2024-25.

• • DEPOSITORY SYSTEM:

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid. The Company has paid the annual custodian fee to respective depositories.

• • EXTRACT OF ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return in form MGT-7 for the year ended 31st March, 2025 is hosted on https://itl.co.in/annual-return/. The same shall be filed to Registrar of Companies after Annual General Meeting to be held on 30th September, 2025.

• • CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. M.M. Metals Pvt. Ltd. and consolidating the financial informations of associates on equity method as prepared in compliance with the accounting standards and listing agreement.

• • COMPANYS POLICIES:

A. Policy on Nomination and Remuneration

The Companys Nomination and Remuneration Policy (NRC Policy) sets out guidelines for the appointment, removal, and remuneration of Directors, KMPs, and Senior Management, ensuring compliance with the Companies Act, 2013. It aims to attract and retain talent through fair and performance-based remuneration. The policy is overseen by the Nomination and Remuneration Committee and is available on the Companys website at: https://itl.co.in/wp- content/uploads/2025/04/Nomination-Remuneration-Policy.pdf.

B. Vigil Mechanism / Whistle Blower Policy

The Company has implemented a Vigil Mechanism and Whistle Blower Policy to enable Directors and employees to report genuine concerns about unethical practices, fraud, or policy violations in a safe and confidential manner. It ensures protection against victimization and allows direct access to the Chairman of the Audit Committee in exceptional cases. The policy is disclosed on the Companys website at https://itl.co.in/wp-content/uploads/2025/04/Vigil-Mechanism-Policy-or- Whistle-Blower-Policy.pdf

C. Policy on Related Party Transactions

The Companys Related Party Transactions (RPT) Policy ensures transparency and proper approval of transactions with related parties, in line with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. It outlines the roles of the Audit Committee, Board, and shareholders in reviewing and approving RPTs, including material modifications, to ensure they are in the Companys best interest. The policy is disclosed on the Companys website at https://itl.co.in/wp- content/uploads/2025/04/Related-Party-Transaction-Policy.pdf

D. Policy on Material Subsidiary

The Company has adopted a Policy on Material Subsidiaries in line with SEBI (LODR) Regulations, 2015, as amended, to define governance requirements for material and unlisted subsidiaries. The Policy was amended on February 14, 2025, and is available on the Companys website at https://itl.co.in/wp-content/uploads/2025/06/Policy-on-Material- Subsidiaries.pdf

E. Policy on Disclosure and Handling of Unpublished Price Sensitive Information (UPSI)

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a Policy for Inquiry in case of Leak or Suspected Leak of Unpublished Price Sensitive Information (UPSI) and a Code of Practices and Procedures for Fair Disclosure of UPSI. The Code is available on the Companys website at https://itl.co.in/code-of-practices-and-procedures-for-fair/.

F. Policy on Disclosure of Material Events and Information

The Company has adopted a Policy under Regulation 30 of the SEBI (LODR) Regulations, 2015 to ensure timely and accurate disclosure of material events and information to the stock exchanges. The Policy outlines the criteria for determining materiality and the timelines for such disclosures. It is available on the Companys website at https://itl.co.in/wp-content/uploads/2025/04/Policy-on-Determination-of-Materiality-of-Events_Information.pdf

G. Policy on Preservation of Documents

The Company has adopted a Policy on Preservation of Documents as per Regulation 9 of SEBI (LODR) Regulations, 2015, to ensure proper retention of records?permanently or for at least eight years?based on statutory requirements. It also includes an Archival Policy for disclosures under Regulation 30. The Policy was amended on February 14, 2025, and is available on the Companys website at https://itl.co.in/wp-content/uploads/2025/04/Preservation-of-documents-and- Archival-Policy.pdf

H. Policy on Succession Planning for the Board and Senior Management

ITL Industries has a Succession Planning Policy to ensure smooth leadership transitions by identifying and developing key talent for the Board and senior management, reviewed periodically by the Nomination and Remuneration Committee to meet regulatory and business needs. The policy is disclosed on the Companys website at https://itl.co.in/wp- content/uploads/2025/04/Policy-on-Succession-Planning-for-the-Board-and-Senior-Management.pdf

• • OTHER DISCLOSURES :

• The Company has taken Insurance in terms of SEBI Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/ 2022/70 dtd. May 25, 2022. The Companys assets are adequately insured vide various Insurance Polices taken against losses, as considered necessary by the Management from time to time.

• The Company has appointed Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27th October, 2023.

• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

• There was no one time settlement of loan obtained from the Banks or Financial Institutions.

• • ACKNOWLEDGMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions. We would also like to express thanks to our Shareholders for their confidance and understanding.

		For and On behalf of the Board
	Rajendra Jain	Mahendra Jain
PLACE: Indore	Managing Director	Joint Managing Director
DATE: 28.08.2025	DIN - 00256515	DIN : 00256047