The Investment Trust of India Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the Thirty-Fifth (35th) Annual Report along with the standalone and consolidated Audited Financial Statement ("Financial Statement") of the "The Investment Trust of India Limited" ("the Company") for the financial year ended March 31, 2026 ("FY2025-26").

FINANCIAL / BUSINESS PERFORMANCE AND INFORMATION ON STATE OF COMPANYS AFFAIRS

The Financial Statement of your Company are prepared as per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statement of the Company for the FY2025-26 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statement together with the Auditors Report is forming part of this Annual Report.

FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rs. in lakhs, except per equity share data)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Income from continuing operations	1,246.63	1,085.60	28,454.29	35,296.87
Other Income	680.03	1,006.94	1,716.61	1,202.22
Total Income	1,926.66	2,092.54	30,170.90	36,499.09
Total Expenses	2,147.82	2,084.52	27,395.75	30,881.78
Profit / (Loss) before exceptional item, share of profit from associate and tax	(221.16)	8.02	2,775.15	5,617.31
Add: Share of profit from associate	–	–	1,753.15	1,043.51
Less: Exceptional item (Net)	–	–	107.17	–
Profit / (Loss) before tax	(221.16)	8.02	4,635.47	6,660.82
Tax expense
- Current tax	–	–	1,250.80	2,023.70
- Deferred tax charged / (credit)	(62.11)	(70.18)	(150.04)	(149.57)
- Excess/(short) tax provision in respect of earlier years	2.84	61.65	63.26	194.22
- MAT credit Entitlement	–	–	–	–
Profit /(Loss) after tax	(161.89)	16.55	3,471.45	4,592.47
Add: Other Comprehensive Income / loss	(2.09)	(4.19)	52.80	(16.90)
Total Comprehensive Income / (loss) for the year	(163.98)	12.36	3,524.25	4,575.57
Less: Total Comprehensive Income/(loss) attributable to non controlling interest	NA	NA	461.76	337.68
Total Comprehensive Income / (loss) for the year attributable to controlling interest	(163.98)	12.36	3,062.49	4,237.89
Nominal value per share (in rupees)	10	10	10	10
Basic and diluted earnings per equity share
- Basic (in rupees)	(0.31)	0.03	5.76	8.14
- Diluted (in rupees)	(0.31)	0.03	5.76	8.14

Notes: The above figures are extracted from the audited standalone and consolidated financial statements of the Company as per the Indian Accounting Standards (Ind AS). Equity shares are at par value of Rs. 10 per share.

STANDALONE PERFORMANCE HIGHLIGHTS

During the FY2025-26, the Company reported standalone revenue from continuing operations of Rs. 1,246.63 lakhs as against Rs. 1,085.60 lakhs in the previous FY2024-25, reflecting a growth of Rs. 161.03 lakhs.

The Companys total income stood at Rs. 1,926.66 lakhs for FY2025-26 compared to Rs. 2,092.54 lakhs in FY2024-25. Total expenses increased to Rs. 2,147.82 lakhs from Rs. 2,084.52 lakhs in the previous year, representing an increase of Rs. 63.30 lakhs.

As a result, the Company reported a loss after tax of Rs. 161.89 lakhs for FY2025-26 as against a profit after tax of Rs. 16.55 lakhs in FY2024-25. The decline in profitability was primarily attributable to the increase in operating expenses and lower overall income during the year.

CONSOLIDATED PERFORMANCE HIGHLIGHTS

For the FY2025-26, the company reported consolidated revenue from continuing operations of Rs. 28,454.29 lakhs as compared to Rs. 35,296.87 lakhs in FY2024-25.

The consolidated total income stood at Rs. 30,170.90 lakhs for FY2025-26 as against Rs. 36,499.09 lakhs in the previous financial year. Total consolidated expenses decreased to Rs. 27,395.75 lakhs from Rs. 30,881.78 lakhs in FY2024-25, representing a decrease of 11.29%.

The consolidated profit after tax of Rs. 3,471.45 lakhs for FY2025-26 as against Rs. 4,592.47 lakhs in the previous year. Consequently, the total consolidated income attributable to the controlling interest stood at Rs. 3,062.49 lakhs for FY2025-26 compared to Rs. 4,237.89 lakhs in FY2024-25.

EARNINGS PER SHARE _EPS_:

The Standalone basic EPS and diluted EPS of the Company decreased to Rs. (0.31) for the financial year ended March 31, 2026 as against Rs. 0.03 for the Financial Year ended March 31, 2025.

Further an in basic and diluted EPS on consolidated basis as it decreased at Rs. 5.76 as on financial year of March 31, 2026 as compared to Rs. 8.14 on March 31, 2025.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY:

The information on overall industry structure, economic developments, performance and state of affairs of the Company, risk management systems and other business-related information is given in the Management Discussion & Analysis Report forming part of Annual Report of the Company.

BOARD POLICIES:

The details of the policies approved and adopted by the Board as required under are provided in Annexure I to this Boards report.

TRANSFER TO RESERVES:

The Board of your Company decided not to transfer any amount to reserves and retain the entire amount of profit under Retained Earnings.

DIVIDEND:

As per the Dividend Distribution Policy, dividend payout would have to be determined based on available financial resources, investment requirements and taking into account optimal shareholder return. Within these parameters with a view for expansion of resources, your Directors have thought it prudent not to recommend any dividend for the financial year ended March 31, 2026.

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") can also be accessed on the Companys website at the weblink https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659518194_ITI%20Dividend%20Distribution%20Policy.pdf

CHANGE IN NATURE OF BUSINESS & OPERATIONS:

There has been no change in the nature of business of your Company during FY2025-26.

KEY DEVELOPMENTS DURING THE YEAR: Demerger:

During the year under review, the Board of Directors noted the proposed Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, for the demerger of the Corporate and MSME Loan Undertaking of ITI Credit Limited, a wholly owned subsidiary of the Company, and its consequent vesting in ITI Finance Limited, an associate company.

The Scheme is aimed at achieving greater operational focus, enhanced financial efficiency and optimal utilisation of resources. The proposed demerger will enable the respective entities to focus independently on their business strategies and growth objectives, while facilitating operational efficiencies and sustainable growth.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING FINANCIAL STATEMENTS OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT: Business transfer:

The Board of Directors of the Company at its meeting convened on February 13, 2025, has approved the transfer of the management and advisory functions pertaining to the ITI Long Short Fund (a SEBI-registered Category III Alternative Investment Fund, "AIF") and the ITI Long Short Equity O_shore Fund (IFSC) from TITIL to one of its wholly-owned subsidiary, ITI Asset Management Limited ("ITI AMC"), along with the execution of requisite agreements and arrangements in this regard.

The proposed transfer was contemplated as part of an internal restructuring exercise to consolidate the ITI Groups asset/fund management activities under ITI AMC. However, since the requisite AIF approvals have lapsed, it has been decided not to proceed with the proposed transfer at this stage. Accordingly, the proposal stands withdrawn and cancelled, and the Agreement to Transfer Business ("ATB") and all related actions and arrangements shall not be proceeded with.

The Board of Directors of the Company based on the recommendation of the Audit Committee in their meeting held on May 13, 2026, has approved the Scheme of Amalgamation between wholly owned subsidiaries namely ITI Gilts Limited ("Transferor Company 1" or "ITIGL"), ITI Wealth Management Limited ("Transferor Company 2" or "ITIWML"), ITI Alternate Funds Management Limited ("Transferor Company 3" or "ITIAFML"), Fortune Management Advisors Limited ("Transferor Company 4" or "FMAL")(herein after collectively referred as "Transferor Companies") and The Investment Trust of India Limited ("Transferee Company" or "TITIL") and their respective shareholders envisaging amalgamation of the Transferor Companies into and with the Transferee Company under section 233 and other applicable provision of the Companies Act, 2013, with effect from April 1, 2026 and subject to approval of shareholders.

The Audit Committee and Board of Director at their meetings held on June 04, 2022, approved the Scheme of arrangement in the nature of demerger of ‘Non-lending Business Undertaking of The Investment Trust of India Limited ("TITIL" or "Demerged Company") into Distress Asset Specialist Limited, a wholly owned subsidiary company of TITIL ("DASL" or "Resulting Company") with effect from the Appointed Date viz. beginning of day on April 1, 2022 ("Scheme") under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Act"). The Scheme is subject to approval from the stock exchanges, members of the company, Honble National Company Law Tribunal (NCLT) and other regulatory authorities. The Board noted and approved that the Company will not pursue the aforesaid scheme of arrangements in the nature of demerger.

Except as stated above, there have been no other material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

CREDIT RATINGS:

During the reported period of FY2025-26 your Company has not obtained any Credit Ratings.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for ine_ciency or inadequacy of such controls.

ANNUAL RETURN:

In pursuance of Section 92(3) and Section 134(3)(a) of the Act, a copy of the Annual Return in Form No. MGT-7 is available on the Companys website and can be accessed at the weblink https://www.itiorg.com/investor-inner.php?id=17.

DETAILS OF LISTING & DELISTING AND SHARE CAPITAL:

During the FY2025-26, the Company has not listed or delisted its equity shares on any stock exchange.

During the year, the Company redeemed all 10,050 outstanding 0% Optionally Convertible Preference Shares (OCPS) on December 30, 2025, in accordance with the terms of issue. The redemption amount pertaining to unclaimed OCPS has been transferred to a separate designated bank account and shall be disbursed upon receipt of valid claims from the respective preference shareholders.

Consequent to the redemption of the OCPS, the issued, subscribed and paid-up preference share capital of the Company stands extinguished. There has been no change in the authorised, issued, subscribed and paid-up equity share capital of the Company during the year ended March 31, 2026.

INTERNAL AUDIT:

The internal audit of the Company for the FY2025-26 was undertaken by M/s MAKK & Co., Chartered Accountants, an independent external agency. The scope of the internal audit is appropriately defined, taking into consideration the size, scale, and complexity of the Companys operations. The internal auditors submit detailed reports on a quarterly basis, which are reviewed and deliberated upon in the meetings of the Audit Committee and the Board of Directors. The Audit Committee closely monitors the implementation and execution of the audit plan, assesses the adequacy and effectiveness of the internal control systems, and oversees the timely implementation of audit recommendations to strengthen the governance framework of the Company.

INDUCTION OF STRATEGIC & FINANCIAL PARTNERS DURING THE YEAR:

During the year under review, the Company has not inducted any strategic and financial partners.

SUBSIDIARY, JOINT VENTURES OR ASSOCIATES:

The group entities of the Company continue to play a pivotal role in driving the overall revenue growth and performance of your Company. At the beginning of the year, the Company has 12 wholly owned subsidiaries, 2 subsidiaries, 3 step down subsidiaries and 1 associate Company. As on March 31, 2026, the company have 12 wholly owned subsidiaries, 1 subsidiary, 3 step down subsidiaries and 2 associate companies. Further, the Company have 4 material subsidiaries. There is no joint venture company within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries and associate company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries and associates Companies in Form No. AOC-1 is appended as Annexure II to the Boards report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at https:// www.itiorg.com/investor-inner.php?id=10.

MATERIAL SUBSIDIARIES:

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board of Directors has approved the Policy on Determination of Material Subsidiaries ("Policy"). The said policy is available on the website of the Company and can be accessed at https://iti-files.s3.ap-south-1. amazonaws.com/category-documents/1779279548_ITI%20Policy%20for%20Determining%20Material%20Subsidiary.pdf The below mentioned are the material subsidiaries for the FY2025-26, in accordance with Regulation 16(1)(c) of Listing Regulations

1. ITI Credit Limited

2. Antique Stock Broking Limited

3. ITI Gold Loans Limited

4. ITI Capital Limited

DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. There is no unclaimed or unpaid deposit lying with the Company. Hence, the requirement for furnishing of details relating to deposits covered under Rule 8(5)(v) of Companies (Accounts) Rules, 2014 and Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014 is not applicable.

RELATED PARTY TRANSACTIONS

The Company has in place a process for approval of related party transactions and dealing with related parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Circular.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website and can be accessed at the Web-link: https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1770197846_ITI%20RPT%20Policy.pdf All Related Party Transactions (RPT) and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive nature and / or entered in the ordinary course of business and are at arms length.

The Related Party Transactions that were entered into during FY2025-26 were on an arms length basis and in the ordinary course of business in accordance with Section 188(1) of the Act. The details of transactions/ contracts/ arrangements referred to in Section 188(1) of the Act entered into, by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Act read with the Listing Regulation during FY2025-26, are furnished in Form AOC-2 and are attached as an Annexure III of this Report.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is stated hereunder:

Conservation of energy: -

(I) the steps taken or impact on conservation of energy	Nil
(ii) the steps taken by the Company for utilizing alternate sources of energy	Nil
(iii) the capital investment on energy conservation equipments	Nil
Technology absorption: -
(I) the effort made towards technology absorption	Nil
(ii) the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
(a) the details of technology imported	–
(b) the year of import;	–
(c) whether the technology been fully absorbed	–
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	–
(iv) the expenditure incurred on Research and Development	Nil

Foreign Exchange Earnings or outgo in foreign exchange during the FY2025-26:

There was neither any foreign exchange earning nor foreign exchange outgo during the FY2025-26.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The details of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Notes to Accounts annexed to Standalone Financial Statements for the year ended March 31, 2026 and the same forms part of this Annual Report.

MATTERS RELATED TO DIRECTORS & KMPS: Composition of Board

Your Company embraces the importance of a diverse Board in its success. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of, Non-Executive and Independent Directors. The Directors on the Board holds different knowledge and skills along with regional and industry experience, cultural and geographical background of the Board ensures that your Company retains its competitive advantage. As on March 31, 2026, the Board consisted of 7 Directors comprising of a 1 Non-Executive Non- Independent Chairman, 2 Non-Executive Non-Independent Directors and 4 Independent Directors, of whom 1 is an Independent Woman Director.

Name of the Director	Designation	DIN
Chintan Vijay Valia	Promoter, Chairman & Non-executive Director	05333936
Khyati Chintan Valia	Promoter Group & Non-executive Director	03445571
Asit Chimanlal Mehta	Non-executive Director	00169048
Papia Sengupta	Independent Director	07701564
Rajeev Uberoi	Independent Director	01731829
Sidharth Rath	Independent Director	00682901
Banavar Anantharamaiah Prabhakar	Independent Director	02101808

Change in composition of the Board

The following changes occurred in the composition of the Board of Directors of the Company during the FY2025 -26.

Sr. No	Name of the Director	Nature of change	Date of appointment/cessation
1	Alok Kumar Misra *	Resigned from the position of Independent Director	May 09, 2025
2	Sidharth Rath **	Appointed as Independent Director	May 09, 2025
3	Banavar Anantharamaiah Prabhakar ***	Appointed as Independent Director	May 09, 2025

*Alok Kumar Misra resigned from the position of Non-Executive Independent Director with effect from May 09, 2025, due to pre-occupation and other personal commitments. The resignation was submitted prior to the completion of his tenure. He further confirmed that there were no other material reasons for his resignation other than those stated.

**Sidharth Rath was appointed as an Additional Independent Director w.e.f. May 9, 2025 and was regularised with the approval of shareholders by way of postal ballot on June 19, 2025.

***Banavar Anantharamaiah Prabhakar was appointed as an Additional Independent Director w.e.f. May 9, 2025 and was regularised with the approval of shareholders by way of postal ballot on June 19, 2025.

DIRECTOR(S) LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Khyati Chintan Valia (DIN 03445571) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, to offers herself for re-appointment. A resolution seeking shareholders approval for her re-appointment along with other required details forms part of the Notice of AGM.

COMPOSITION AND MEETINGS OF BOARD OF DIRECTORS & COMMITTEE(S)

The Composition of Board and Committee(s) as on March 31, 2026 and the details of the Meetings of the Board and Committee(s) of the Company held during FY2025-26 are disclosed in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act, Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Act and the Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

The Board is of the opinion that the Independent Directors hold highest standards of integrity and possess the relevant pro_ciency, expertise and experience to qualify and continue as Independent Directors of the Company and are Independent from the Management of the Company. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (‘MCA), all the Independent Directors have confirmed that they have registered themselves with databank maintained by The Indian Institute of Corporate Affairs (‘IICA). These declarations/confirmations have been placed before the Board.

INDEPENDENT DIRECTORS MEETING

In accordance with the provisions of Listing Regulation and Companies Act, the Independent Directors of your Company met twice during the financial year, on February 03, 2026 and March 19, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, CFO, CEO, Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account assessment of the quality, quantity and timeliness of flow of information between the Company management & the Board and free flow of discussion on any matter that is necessary for the Board to effectively and reasonably perform their duties.

RELATIONSHIP BETWEEN DIRECTORS

Khyati Chintan Valia, Non-Executive Director is related to Chintan Vijay Valia, Non-Executive Director and Chairman. Other than this relationship, none of the Directors on the Board are related to each other.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (Five) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

CODE OF CONDUCT

The Company has adopted the Code of Conduct for its Board Members and Senior Management of the Company. All the Board members and Senior Management personnel have afirmed compliance with the applicable Code of Conduct. A declaration as required under Regulation 26(3) of Listing Regulations duly signed by the Director forms part as an annexure of Corporate Governance Report. The Code is available on the website of the Company at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1682069573_ITI%20Code%20of%20 Conduct%20Board%20Members%20and%20Senior%20Management.pdf

SENIOR MANAGEMENT

"Senior Management" shall mean officers/personnel of the Company who are members of its core management team excluding Board of Directors and normally this shall comprise all members of management one level below the Chief Executive Officer/Managing Director/Whole-Time Director/Manager (including Chief Executive Officer/Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the persons identified and designated as key managerial personnel, other than the board of directors, by the listed entity.

Name	Designation
Amit Gopal Malpani	Chief Executive Officer
Manickam Subbiah	Chief Financial Officer
Vidhita Sudesh Narkar	Company Secretary & Compliance Officer
Darshana Mehta *	Group Head - Human Resource
Mannish Patil *	Group Head - Information Technology

* Appointed as a Senior Management w.e.f. July 25, 2025

FAMILIARISATION AND TRAINING PROGRAMMES

The Company has formulated a policy on ‘Familiarisation programme for Independent Directors. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board/ Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.

The Policy on Familiarisation programme for independent directors along with the details of the Familiarization Programmes conducted by the company during the FY2025-26 are available on the website of the Company and can be accessed at https://iti-files.s3.ap-south-1.amazonaws. com/category-documents/1659518160_ITI%20Familiarisation%20Programme%20for%20New%20Directors.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time, requires the Nomination and Remuneration Committee ("NRC") to formulate a Policy relating to the remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management and other employees of the Company and recommend the same for approval of the Board.

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1748689022_ITI%20Nomination%20 and%20Remuneration%20Policy.pdf

Appointment criteria and qualifications:

1) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.

2) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

3) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

ANNUAL EVALUATION

The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its committees and individual Directors, including the Chairman. A comprehensive Board effectiveness assessment questionnaire was developed, based on the criteria and framework approved by the Board.

The outcome of the evaluation reflected a high level of commitment, engagement, and effectiveness demonstrated by the Board, its committees, and senior management. The findings and recommendations arising from the evaluation process were deliberated upon during the meeting of the Independent Directors held on February 03, 2026.

The performance evaluation shall be carried out as given below:

Performance Evaluation by	Of Whom
Board of Directors	Board as a whole and Committees of Board. All Directors excluding the Director being evaluated
Independent Directors	Non - Independent Directors Chairman of the Company Board as a whole

Removal:

Due to reasons for any disqualification mentioned in the Act, rules made there under or under any other applicable act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing internal policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PROVISIONS RELATING TO REMUNERATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT General:

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and such other approval, wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Act and Listing Regulations, and the rules made there under for the time being in force.

Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

The remuneration structure will have a right mix of guaranteed (fixed) pay, pay for performance and long term variable pay based on business growth and other factors such as growth in shareholder value to ensure that it is competitive and reasonable.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and for Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Also, the Company has not entered into the service contracts and there is no provision of notice period in the Company for Directors.

Remuneration to Managerial Person, KMP and Senior Management:

1) Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Act and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including employers contribution to Provident Fund(s), pension scheme(s), medical expenses, club fees, etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and such other approval, wherever required.

2) Variable Pay:

The Company may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfilment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable i.e. incentive shall be based on performance against pre- determined financial and non-financial metrics.

3) Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Act. If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

Remuneration to Non-Executive/Independent Director:

1) Remuneration/Commission:

The remuneration/commission, if any, shall be in accordance with the statutory provisions of the Act and the rules made there under for the time being in force.

2) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed from time to time.

3) Limit of Remuneration/Commission:

Remuneration/Commission may be paid to Non-Executive Directors within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Act.

LIST OF KEY MANAGERIAL PERSONNEL (KMP):

Sr. No.	Name of the KMP	Designation
1.	Amit Gopal Malpani	Chief Executive Officer
2.	Manickam Subbiah	Chief Financial Officer
3.	Vidhita Sudesh Narkar	Company Secretary & Compliance Officer

There is no change in KMPs during the Financial Year.

Change in the Board Members and KMP during the year

The Board, as part of its succession planning process, periodically reviews its composition to ensure that it remains aligned with the Companys strategic objectives, governance requirements, and long-term business needs.

During the financial year under review, the following changes took place in the composition of the Board of Directors:

• Sidharth Rath (DIN: 00682901) and Banavar Anantharamaiah Prabhakar (DIN: 02101808) were appointed as Independent Directors of the Company for a term of five consecutive years commencing from May 09, 2025, up to May 08, 2030.

• Alok Kumar Misra (DIN: 00163959) resigned from the office of Independent Director of the Company with effect from May 09, 2025.

• Papia Sengupta (DIN: 07701564) was re-appointed as an Independent Director for a second term of five consecutive years, commencing from December 19, 2025, up to December 18, 2030. She continues to serve as an Independent Woman Director on the Board.

The Board places on record its sincere appreciation for the valuable guidance and contribution made by Alok Kumar Misra during his tenure as an Independent Director of the Company and welcomes the newly appointed and re-appointed Independent Directors.

There was no change in composition in the KMP during the FY2025-26.

COMMITTEES OF BOARD:

As on date the Company has Four committees of the Board i.e.– Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee The Company, at its Board Meeting held on May 13, 2026, dissolved the Management Committee and the Internal Finance Committee with effect from the said date.

The terms of reference, composition and the details of the meetings of the committees held during the year under review are provided in Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) and Schedule IV of the Act and in accordance to Regulation 17(10) and 25(4) of the Listing Regulations, the Board has carried out the annual performance evaluation of the Board as a whole, along with various committees of the board and individual directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

The Board reviewed the performance of the Individual Directors on the basis of the criteria such as transparency, integrity and performance. 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, taking into account the views of the Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of Independent Directors, at which the performance of the Board, its Committee and Individual Directors was also discussed.

PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

1 Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year

2 The percentage increase in remuneration of each director, CFO, CEO, CS or manager if any, in the financial year 2024-25.

During the year, no remuneration was paid to directors except sitting fees. The details of the sitting fees paid during the FY2025-26 are as under:

Sr. No	Name of the Directors	Amount paid (Rs. in lakhs)
1	Chintan Vijay Valia	3.40
2	Khyati Chintan Valia	0.80
3	Asit Chimanlal Mehta	2.15
4	Papia Sengupta	3.40
5	Rajeev Uberoi	3.40
6	Sidharth Rath	3.40
7	Banavar Anantharamaiah Prabhakar	3.40
8	Alok Kumar Misra	–-
	Total	19.95

 

Sr. No	Particulars	Information
1	Directors	Not applicable
2	Amit Gopal Malpani (CEO)	8%
3	Manickam Subbiah (CFO)	9%
4	Vidhita Sudesh Narkar (CS)	44%

3 The percentage increase in the median remuneration of 3.50 the employees of the Company for the FY2025-26.

4 The number of permanent employees on the roll of the 19 Company as on 31st March, 2026

5	Average percentile increases already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	The average increase in the remuneration of employees, excluding managerial personnel, during the financial year was 3.41%, whereas the average increase in the remuneration of managerial personnel was 18.23%. The increase in managerial remuneration was in accordance with the Companys remuneration policy and based on factors such as individual performance, roles and responsibilities, and prevailing industry benchmarks. There were no exceptional circumstances warranting the increase in managerial remuneration during the financial year.
6	The key parameters for any variable component of the remuneration availed by the directors	The Company has not paid any variable component to any Director.
7	Affirmation that the remuneration is as per the remuneration policy of the Company	The Board of Directors affirms that the remuneration paid to the employees of the Company is as per the Policy on Directors appointment and remuneration for Directors, KMPs and other employees and is in accordance with the requirements of the Act and Listing Regulations.

b) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows;

Sr. No	Name of the employee	Date of joining	Gross remuneration	Qualification	Age	Experience (Yrs)	Last employment	Designation
1	Madhu Babu Burramukku	21-Oct-24	68,41,664	M.B.A.	43	20	Grow Mutual Fund	Assistant Fund Manager
2	Ajay Rajeshkumar Vaswani	30-Jan-20	52,25,008	PGDBM	45	21	Anand Rathi Financial Ser	Business Development Head
3	Amit Gopal Malpani	18-Jan-21	33,37,691	Chartered Accountant (CA)	44	16	Highway concession One	Assistant General Manager
4	Anahita Nishit Kesaria	22-Feb-24	29,36,298	Chartered Accountant (CA)	33	10	Ascent Fund Services Ind	Manager - Client Services
5	Subbiah Manickam	01-Dec-13	28,94,284	B. Com.	55	31	Old Employee	Head - Corp Accts
6	Ashu Tomar	01-Sep-25	28,53,322	M.B.A.	38	13	JM Financial Ltd.	Senior Vice President, Alternative Asset Management
7	Vidhita Sudesh Narkar	19-Dec-22	21,11,209	Company Secretary (CS)	38	12	Edelweiss Housing Finance	Manager
8	Omkar Ashok Salgaonkar	17-Feb-25	21,03,776	Chartered Accountant (CA)	26	3.5	Vasuki India Fund	Analyst
9	Pravin Prabhakar Naik	04-Oct-21	14,67,860	B. Com.	35	11	Kotak Mahindra Bank	Deputy Manager
10	Bhaurao S Desai	20-Aug-96	13,91,238	B. Com. DBM	53	33	Sky Shipping	Accountant

 

Sr. No.	Particulars	Remarks
a)	Details of the employee(s) who were employed throughout the year and were in receipt of remuneration at a rate which was not less than Rs. 1,02,00,000/- per annum	Nil / Not applicable
b)	Details of the employee(s) who were employed for part of the year and were in receipt of remuneration for any part of the year, at a rate which, was not less than Rs. 8,50,000/- per month	Nil / Not applicable
c)	Details of the employee(s) who were employed throughout the year and were in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, was in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.	Nil / Not applicable

During the year under review, no commission has been paid by the Company to any Directors.

C) The nature of employment of all the above employees in permanent and neither of them hold any equity shares of the Company.

EMPLOYEE STOCK OPTION SCHEME

The Company had formulated the FFSIL – Employees Stock Option Plan 2017 ("ESOP 2017") in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Subject to the approval of the Members, the Board of Directors, at its meeting held on May 25, 2017, approved ESOP 2017, which was subsequently approved by the Members at the 26th Annual General Meeting held on September 8, 2017. The Nomination and Remuneration Committee ("Committee") was authorised to formulate, administer and implement the terms and conditions of the Scheme.

During the financial year under review, pursuant to the approval of the Members at the 34th Annual General Meeting held on August 25, 2025, the Company amended ESOP 2017 with a view to aligning the existing scheme with the Companys revised employee compensation framework. The amendments, inter alia, provide that no fresh grants shall be made under ESOP 2017 from the effective date of such amendments. However, all stock options granted prior to the said amendment shall continue to remain valid and shall be governed by the terms and conditions of ESOP 2017 as applicable on the respective dates of grant until their exercise, lapse or cancellation, as applicable.

The Company has obtained the necessary in-principle approvals from the Stock Exchanges and continues to comply with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable laws governing the administration of its employee stock option schemes.

The disclosures required pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure IV, forming part of this Annual Report.

Details of Employee Stock Options

Sr. No.	Particulars	Remarks
1	Date of grant	Nil
2	Options granted	Nil
3	Options vested during the year	Nil
4	Options exercised during the year	Nil
5	The total number of shares arising as a result of exercise of options	Nil
6	Options lapsed/surrender during the year 2025-26	50,000
7	Vesting date	For 50,000 options - June 01, 2020
8	Exercise price	247.25
9	Variation in terms of options	Not applicable
10	Money realised by exercise of options	Nil
11	Total number of options in force	Nil
12	Employee wise details of options granted to:	Nil
a)	Key Managerial Personnel	Nil
b)	Any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year	Not applicable
c) 13	Identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the company at the time of grant. any material changes to the scheme and whether such scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014	Not applicable company amended the policy

Summary of Employee Stock Option Schemes (‘ESOS)

For the Period from April 01 2025 to March 31, 2026

Sr. No.	Particulars of Options / Scheme	ESOP 2017
1	Outstanding as at beginning of the Period	50,000
2	Granted during the Period	–
3	Date of Grant	June 01, 2020
4	Forfeited during the Period	–
5	Cancelled during the Period	–
6	Lapsed during the Period	50,000
7	Exercised during the Period	–
8	Allotted during the Period	–
9	Number of shares arising as a result of exercise of options	–
10	Money realized by exercise of options (INR), if scheme is implemented directly by the company	–
11	Number of options vested during the Period	Nil
12	Outstanding as at the end of the Period	Nil
13S	Exercisable at the end of the Period	Nil
14	Weighted average remaining contractual life (in years)	Nil
15	Weighted average fair value of options granted	Nil

REPORT ON CORPORATE GOVERNANCE

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY2025-26, is forming part of this Annual Report. Further, a Certificate from M/s. Himanshu Gajra & Co. Company Secretaries LLP., the Practicing Company Secretary and Secretarial auditor of the Company confirming compliance of conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the Listing Regulations is annexed to the Report on Corporate Governance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports of any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations. The same is available on the website of the Company and can be accessed at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659519397_ITI%20 Whistle%20Blower%20Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ("POSH")

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (IC). Our POSH Policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders. To build awareness in this area, the Company has been conducting induction/ refresher programmes on a continuous basis.

			No of complaints
Sr. No.	Category	Pending as on April 01, 2025	filed during the year	Disposed-o_ during the year	Pending as on March 31, 2026
1	Sexual harassment complaints	NIL	NIL	NIL	NIL

During the year under review, no complaints in relation to sexual harassment at workplace have been reported. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

MATERNITY BENEFIT

The Company is committed to upholding the rights and welfare of its employees and ensures full compliance with the provisions of the Maternity Benefit Act, 1961. All eligible women employees are granted maternity benefits in accordance with the Act, including paid leave and other applicable entitlements.

The Company also promotes a supportive and inclusive work environment and is committed to implementing measures that facilitate work-life balance for women employees during and after maternity.

RISK MANAGEMENT

The Company recognizes that risk is an inherent and unavoidable aspect of business and is fully committed to proactively and effectively managing it. Our long-term success depends on our ability to identify emerging opportunities while prudently navigating associated risks. To this end, the Company has established a disciplined and dynamic process for continuously assessing risks arising from both internal and external environments, with an emphasis on minimizing their potential impact. Risk mitigation strategies are embedded within the Companys overall strategic and operational plans.

The core objective of the Risk Management process is to enable value creation in an uncertain and volatile environment, promote sound governance practices, address stakeholder expectations proactively.

The Company has adopted a comprehensive Risk Management Policy, which outlines a structured approach to manage uncertainties and support the achievement of both stated and implicit business objectives. The Risk Management Committee, as mandated by the Board, is responsible for overseeing the risk management framework and ensuring that key short-term and long-term business risks are effectively identified, evaluated, and addressed.

Risk identification and mitigation is a continuous process within the Company. After assessing potential uncertainties, appropriate short-term and long-term action plans are formulated to address risks that may materially affect the Companys long-term goals. Mitigation strategies for significant risks are well-integrated into business plans and are periodically reviewed by senior leadership.

In view of the rapidly evolving business landscape and increasing complexity, the Company regularly reviews and enhances the adequacy and effectiveness of its risk management systems. Through this process, the Company seeks to manage risks within the defined risk appetite framework.

The Companys Risk Management Policy is available on its website and can be accessed at: https://iti-files.s3.ap-south-1.amazonaws.com/ category-documents/1693306382_ITI%20Risk%20Management%20Policy.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

M/s. Ramesh M. Sheth & Associates, Chartered Accountants, having Firm Registration Number 111883W are appointed as Statutory Auditors of the Company for the second term of five years to hold the office from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting to be held for the FY2029-30. Their appointment was approved by the shareholders in the 33rd Annual General Meeting (AGM) held on September 27, 2024.

M/s. Ramesh M. Sheth & Associates has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the independence criteria.

STATUTORY AUDITORS REPORT

The Statutory Auditors Report issued by M/s. Ramesh M. Sheth & Associates, Chartered Accountants for the year under review does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

SECRETARIAL AUDITOR

M/s. Himanshu Gajra & Company, Practising Company Secretary (Membership No. F11691 and Certificate of Practice Number 25306), was appointed as secretarial auditor of the Company to hold office for a term of five consecutive years commencing from FY2025-26 to FY2029-30 in the 34th AGM of the held-on August 25, 2025, as required under Section 204 of the Act and Rules thereunder and Regulation 24A SEBI (LODR) Regulation.

The Secretarial Auditors Report for FY2025-26 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report is enclosed as Annexure V to the Boards report, which forms part of this Annual Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026 was obtained from M/s. Himanshu Gajra & Co. Company Secretaries, the Secretarial Auditor of the Company.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor has been annexed to this Boards Report as "Annexure VI".

SECRETARIAL AUDIT OF MATERIAL SUBSIDIARIES

In terms of Regulation 24A of Listing Regulations, the Secretarial Audit Report of material subsidiaries i.e. ITI Credit Limited, Antique Stock Broking Limited, ITI Gold Loans Limited (upto 29-11-2025) and ITI Capital Limited for the FY2025-26 are made available at website of the Company at https://www.itiorg.com/investor-inner.php?id=22

MAINTENANCE OF COST RECORDS & COST AUDIT

The provisions related to maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the Company for the year ended March 31, 2026, the Board of Directors confirm that, to the best of its knowledge and belief: 1. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. proper and sufficient care has been taken 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; 4. the annual financial statements have been prepared on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; 6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to the Corporate Social Responsibility are not applicable to the Company during the year under the review

The CSR Policy of the Company, which outlines the guiding principles and focus areas for CSR activities, is available on the Companys website and can be accessed at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1692011265_ITI%20CSR%20Policy.pdf

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

MEETINGS AND POSTAL BALLOT

The company had conducted postal ballot two time during the year and below resolutions were passed vide Postal Ballot during the FY2025-26:

Resolution	Postal Ballot Notice Date	Voting Result Date	Type of Resolution
1. To consider appointment of Sidharth Rath (DIN: 00682901) as an Independent Director of the Company.	May 16, 2025	June 21, 2025	Special Resolution
2. To consider appointment of Banavar Anantharamaiah Prabhakar (DIN: 02101808) as an Independent Director of the Company.			Special Resolution
1. Extension of ‘FFSIL- Employees Stock Option Plan 2017 to employees of the Subsidiary Company(ies) of the company.	November 14, 2025	December 19, 2025	Special Resolution

The Postal Ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the rules framed thereunder, and MCA Circulars. M/s. Himanshu Gajra & Company, Practicing Company Secretaries, (Membership No - F11691, C.P. No. 25306, Peer Review No: 2283/2022), as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. Voting results are available on the website of the Stock Exchanges and the Company.

SUCCESSION PLAN

Your Company is conscious of succession planning and therefore gives focus on orderly succession of Directors, Key Managerial Personnel and Senior Management. Your Company follows a continuous process of evaluation and coaching to facilitate succession within the hierarchy. The Policy on Succession Planning for the Board and Senior Management as approved by the Board is uploaded on the Companys website and can be accessed at thehttps://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659519359_ITI%20Policy%20on%20Succession%20 Planning%20for%20the%20Board%20and%20Senior%20Management.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the financial year, the Company received an adjudication order from the Office of the Collector of Stamps, Enforcement–I, Mumbai, levying stamp duty of Rs. 2,99,47,295 on the Order dated June 8, 2020 passed by the Honble National Company Law Tribunal, Mumbai Bench, sanctioning the Scheme of Amalgamation of ITI Management Advisors Limited with the Company.

The Company has challenged the said adjudication order by filing an appeal under Section 53(1A) of the Maharashtra Stamp Act, 1958 before the Honble Inspector General of Registration and Controller of Stamps, Maharashtra State, Pune. The appeal is presently pending for adjudication. Based on the legal advice received and the merits of the case, the management is confident of a favourable outcome and, accordingly, does not expect the matter to have any material adverse impact on the financial position or operations of the Company. There were no other significant or material orders passed by any regulator, court or tribunal during the year which would impact the going concern status of the Company or its future operations.

SCHEME OF ARRANGEMENT

Pursuant to the scheme of arrangement in the nature of demerger of ‘Non-lending Business Undertaking of The Investment Trust of India Limited ("TITIL" or "Demerged Company") into Distress Asset Specialist Limited, a wholly owned subsidiary company of TITIL ("DASL" or "Resulting Company") with effect from the Appointed Date viz. beginning of day on April 1, 2022 ("Scheme") under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Act"). The Board of Directors decided not to pursue further with the aforesaid Scheme of Arrangement.

INVESTOR RELATIONS (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices in IR while maintaining a relationship of trust with investors and all the stakeholders. In the FY2025-26, your Company increased its interaction with investors and stakeholders. The leadership, including the Chairman, CEO, NEDs & CFO while their interaction with stakeholders communicated for the growth potential of business, capital allocation, plan for scaling up growth.

The Company ensures timely and equitable dissemination of critical information by making all relevant updates available through stock exchange filings and on its offcial website, thereby promoting transparency and informed decision-making.

CYBER SECURITY

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from the end user machines to network, application and the data.

During the year under review, your Company did not face any cyber security issues.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in the Companys shares by the Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by the designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on your Companys website and link for the same is given in Annexure I of this report. The employees are required to undergo a training/ certification on this Code to sensitize themselves and strengthen their awareness.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished; There was no revision in the financial statements;

• The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act, read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

• During the year under review, no funds were raised through preferential allotment or qualified institutional placement;

• There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

• There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board of Directors expresses its deep gratitude for the continued guidance, support, and cooperation extended by the Government of India, regulatory authorities, financial institutions, and banking partners.

We are equally thankful to our valued shareholders, customers, suppliers, and business associates for their unwavering trust, confidence, and enduring relationship with the Company.

The Board also places on record its sincere appreciation for the dedication, commitment, hard work of employees across all level and their steadfast efforts have been instrumental in driving the Companys performance, growth, and sustained excellence.

	For and on behalf of
	The Investment Trust of India Limited
	Sd/-	Sd/-
	Chintan Vijay Valia	Khyati Chintan Valia
	Non-Executive Chairman	Non-Executive Director
	(DIN: 05333936)	(DIN: 03445571)
Place: Mumbai
Date: August 13, 2026
The Investment Trust of India Limited
CIN: L65910MH1991PLC062067
Registered Office:
ITI House, 36 Dr. R K Shirodkar Marg, Parel, Mumbai 400 012.
Telephone : +91 022 4027 3600
E mail : info@itiorg.com website : www.itiorg.com