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A Oneindia Venture

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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of IITL Projects Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 31^st Annual Report on the business and operations of the Company together with the
Audited Statement of Accounts for the Financial Year ended March 31, 2025.

Financial Performance

The Company''s summarized financial results prepared in accordance with Indian Accounting Standards (Ind AS) and performance during
the year ended March 31, 2025, compared to the previous financial year, is summarized below:

Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25*	2023-24
Revenue from operations	2,071.24	25,030.95	-	25,030.95
Other Income	21,428.89	12,390.92	-	12,643.95
Share of profit from joint venture partnership firms	-	20,791.97	-	-
Operating Profit before Finance Costs Depreciation, Tax and	15,940.05	80,325.69	-	59,786.75
Extraordinary items
Less: Depreciation and amortization expenses	19.68	25.33	-	25.33
Finance Cost	48,091.03	58,138.35	-	58,138.35
Profit/(loss) before Tax and Exceptional items	(32,170.66)	22,162.01	-	1,623.07
Share of profit/(loss) of joint venture (net of tax)	-	-	-	20,792.90
Add: Exceptional items	3,50,685.11	2,02,975.21	-	2,02,975.21
Less: Current Tax and Deferred Tax	3,802.86	(3.39)	-	(3.39)
Net Profit/(Loss) for the Year from Continuing operations	3,14,711.59	2,25,140.61	-	2,25,394.57
Net Profit /(loss)for the Year from Discontinuing operations	-	-	-	-
Profit/(loss) for the year	3,14,711.59	2,25,140.61	-	2,25,394.57
Other Comprehensive Income	(17.08)	(11.30)	-	(11.30)
Total comprehensive Income/ (Expenses) for the year, net of tax	3,14,694.51	2,25,129.31	-	2,25,383.27
Profit for the year attributable to
Equity holders of the parent Company	-	-	-	-
Non-controlling interest	-	-	-	-
Total comprehensive Income for the year, attributable to	3,14,694.51	2,25,129.31	-	2,25,383.27
Equity holders of the parent Company
Non-controlling interest	_-	_-	_-	_-

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

*Capital Infraprojects Private Limited (CIPL) ceased to be the associate of the Company with effect from January 31,2025, so Consolidated
Financial Statements are not applicable to the Company.

Results of operations and State of Companyâs affairs

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

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

Material changes and commitments that have occurred after
the close of the financial year till date of this report which
affects the financial position of the Company (Pursuant to
Section 134(3)(I) of the Companies Act, 2013)

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

Business Overview

The Company is engaged in Real Estate business, construction
of residential complex in the National Capital Region (NCR). It
has acquired a plot of land on long term lease, under Builders
Residential Scheme (BRS) of the Greater Noida Industrial
Development Authority (GNIDA). The construction has been
completed and the flats are handed over to the purchasers.

Apart from constructing its own project, the Company was also
engaged in construction of residential flats through Joint Venture
Partnership Firms and these firms were allotted plots of land on
long term lease basis, under Builders Residential Scheme (BRS)
of the New Okhla Industrial Development Authority (NOIDA),
Greater Noida Industrial Development Authority (GNIDA) and
Yamuna Expressway Industrial Development Authority (YEIDA).
The total lease hold area allotted to the Company alongwith the
Joint Venture Firms was around 2,65,000 sq. meters.

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

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

Details of Subsidiary Companv/Associate Companies/Joint
Venture

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

Transfer to Reserves:

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

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

Management Discussion and Analysis

The Management Discussion and Analysis Report as required
under Regulation 34 of SEBI (Listing Obligations & Disclosures
Requirements) Regulations, 2015 is appended to this Annual
Report and forms an integral part of this report.

Change in Capital Structure

During the year under review, the Company has not issued any
shares or convertible securities.

The Board of Directors in its meeting held on December 06,
2024, based on the recommendation of Audit Committee of the
Company and in accordance with provisions of the Companies Act,
2013, SEBI Listing Regulations and Articles of Association of the
Company approved reclassification of the unissued portion of the
Authorised Share Capital of the Company from Rs. 25,00,00,000/-
(Rupees Twenty-Five Crore only) divided into 1,00,00,000 (One
Crore) Equity Shares of Rs. 10/- each and 1,50,00,000 (One Crore
Fifty Lakhs) Preference Shares of Rs.10/- (Rupees Ten) each to
Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into
1,80,00,000 (One Crore and Eighty Lakhs) Equity Shares of Rs.
10/- each and 70,00,000 (Seventy Lakhs) Preference Shares
of Rs.10/- (Rupees Ten) each and consequent alteration of the
existing Clause V of the Memorandum of Association relating to
the Share capital.

Further, the Members through Postal Ballot on January 07,
2025 accorded their approval by way of Ordinary Resolution for
reclassification of the unissued portion of the Authorised Share
Capital as stated above.

As on March 31, 2025, the Authorised Share Capital of the
Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only)
divided into 1,80,00,000 (One Crore and Eighty Lakhs) Equity
Shares of Rs. 10/- each and 70,00,000 (Seventy Lakhs) Preference
Shares of Rs.10/- (Rupees Ten) each.

The subscribed and fully paid-up share capital of your Company
stood at Rs.11,99,09,000/- (Rupees Eleven Crore Ninety Nine
Lakhs and Nine Thousand only) comprising of 49,90,900 (Forty
Nine Lakhs Ninety Thousand Nine Hundred) Equity Shares
of Rs.10/- each and 70,00,000 (Seventy Lakhs) Zero % NonÂ¬
Convertible Redeemable Preference Shares of Rs.10/- each.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2025 in Form MGT-7 is
available on the Company''s website at https://www.iitlprojects.
com/static/investors.aspx.

Compliance with Secretarial Standards

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

Internal Financial controls and their adequacy

The Board has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence
to the Company''s policies, the safeguarding of its assets, the
prevention and detection of fraud, error reporting mechanisms,
the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial disclosures.

J.P J Associates LLP, Chartered Accountants, a consulting / audit
firm was appointed for determining the adequacy and operating
effectiveness of the existing Internal Financial Controls over
Financial Reporting of the Company on behalf of the management.

They have observed that there are no material weaknesses
in the financial controls of the Company. Based on the above,
management believes that adequate Internal Financial Controls
exist in relation to its Financial Statements.

Board of Directors and Key Managerial Personnel

Board of Directors

â¢ Retiring by Rotation

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Bipin Agarwal (DIN: 00001276),
Non-Executive and Non-Independent Director of the Company
is liable to retire by rotation at the ensuing Annual General
Meeting (AGM) of the Company and being eligible has offered
himself for re-appointment.

The necessary resolution for re-appointment of Mr. Bipin
Agarwal forms part of the Notice convening the AGM
scheduled to be held on September 13, 2025.

â¢ Appointment

The Members of the Company at their 30^th Annual General
Meeting held on September 25, 2024 appointed Mr. Shriram
Surajmal Khandelwal (DIN: 06729564) and Mr. Shankar
Narayan Mokashi (DIN: 08943356) as Independent Directors
of the Company for a term of 5 (five) years commencing from
August 13, 2024 to August 12, 2029.

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

â¢ Cessation/ Resignation

The second consecutive term of appointment of
Mr. Venkatesan Narayanan (DIN: 00765294) and Mr. Milind
Desai (DIN: 00326235) as Independent Directors ended on
September 25, 2024. Consecutively, they have ceased to be
an Independent Directors of the Company w.e.f. September
26, 2024.

Also, Mr. Sahil Agarwal (DIN: 06406139) resigned from
the position of an Additional Director from the Board of the
Company with effect from March 17, 2025, due to personal
and unavoidable circumstances.

As on March 31,2025, Dr. Bidhubhusan Samal, Mr. Bipin Agarwal,
Mrs. Sujata Chattopadhyay, Mr. Sriram Surajmal Khandelwal and
Mr. Shankar Narayan Mokashi are the Directors of the Company.

Key Managerial Personnel

â¢ Appointment

During the period under review, based on the recommendation
of the Nomination and Remuneration Committee, the Board of
Directors appointed Mr. Sagar Jaiswal as the Chief Financial
Officer of the Company with effect from June 25, 2024.

During the FY 2025-2026, pursuant to the recommendation of
the Nomination and Remuneration Committee held on August
06, 2025, the Board of Directors appoints Ms. Harshida J.
Parikh as the Company Secretary and Compliance Officer of
the Company with immediate effect, i.e. from August 06, 2025
and also designate her as Key Managerial Personnel of the
Company.

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

ensuing AGM, along with the necessary disclosures required
under the Companies Act, 2013 and the Listing Regulations,
for approval of Members.

The Board hereby recommends the appointment of Ms.
Harshida J. Parikh as the Manager of the Company to the
Members at the ensuing AGM of the Company.

â¢ Cessation/Resignation

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

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

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on the date of this Report
are Ms. Harshida J. Parikh, Manager & Company Secretary and
Mr. Sagar Jaiswal, Chief Financial Officer.

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

Familiarization Programme

The Company has formulated a Familiarization Programme for
Independent Directors with an aim to familiarize the Independent
Directors with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates,
business model of the Company, etc., to provide them with better
understanding of the business and operations of the Company and
so as to enable them to contribute significantly to the Company.
In addition to the above, Directors are periodically advised about
the changes effected in the Corporate Law and Listing regulations
with regard to their roles, rights and responsibilities as Directors
of the Company.

The details of programme for familiarization of Independent
Directors with the Company are put up on the website of the
Company under the web link https://www.iitlproiects.com/static/
investors.aspx?id=DFP

Evaluation of Board, its Committees and Individual Directors

The Nomination and Remuneration Policy of the Company
empowers the Nomination and Remuneration Committee to
formulate a process for evaluating the performance of Directors,
Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) /
Board / Committees of the Board for the financial year 2024-2025
was initiated by the Nomination and Remuneration Committee,
by sending out questionnaires designed for the performance
evaluation of the Directors, Committees, Chairman and the Board
as a whole. The Committee also forwarded their inputs to the Board
for carrying out the Performance Evaluation process effectively.

In terms of provisions of Companies Act, 2013 and Schedule
II - Part D of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the
Board carried out the annual performance evaluation of its own
including the various Committees and individual Directors with
a detailed questionnaire covering various aspects of the Boards
functioning like, composition of Board and its Committees, Board
culture, performance of specific duties and obligations.

In a separate meeting of Independent Directors, performance
of Non-Independent Directors, performance of the Board as a
whole and performance of the Chairman was evaluated. Based
on the feedback received from the Independent Directors and
taking into account the views of Directors, the Board evaluated its
performance on various parameters such as composition of Board
and its committees, experience and competencies, performance of
duties and obligations, contribution at the meetings and otherwise,

independent judgment, governance issues, effectiveness of flow
of information.

Meetings of the Board

The meetings of the Board are scheduled well in advance. The
Board meets at least once in a quarter inter alia to review the
performance of the Company. For each meeting, a detailed agenda
is prepared in consultation with the Chairman. The maximum
interval between any two meetings did not exceed 120 days as
prescribed in the Companies Act, 2013.

During the year under review, 9 (Nine) meetings of the Board of
Directors were held i.e. on May 27, 2024, May 30, 2024, June 19,
2024, August 13, 2024, September 09, 2024, November 08, 2024,
December 06, 2024, February 04, 2025 and March 18, 2025.

The necessary quorum was present for all the meetings.

Attendance of Directors at the Board Meetings during the financial year 2024-2025 and at the Annual General Meeting (AGM):

Name of the Director Category No. of Board Meetings held Attendance at the AGM held

during the year 2024-2025 on September 25, 2024

Held Attended

Dr. Bidhubhusan Samal Non-Executive Non- 9 9 Yes

Independent Chairman

Mr. Bipin Agarwal Non-Executive Non- 9 9 Yes

Independent Director

*Mr. Venkatesan Narayanan__Independent Director__9__5__Yes_

*Mr. Milind S. Desai__Independent Director__9__5__Yes_

Mrs. Sujata Chattopadhyay__Independent Director__9__9__Yes_

#Mr. Sriram Surajmal Khandelwal Independent Director 9 6 Yes

#Mr. Shankar Narayan Mokashi Independent Director 9 6 Yes

*Mr. Venkatesan Narayanan and Mr. Milind S. Desai have ceased to be Independent Directors of the Company w.e.f. September 26, 2024.

#Mr. Shriram Surajmal Khandelwal and Mr. Shankar Narayan Mokashi were appointed as Independent Directors of the Company w.e.f.
August 13, 2024.

Directorsâ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013,
your Directors, to the best of their knowledge and belief, hereby
confirms that:

(a) In preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards
read with requirements set out under Schedule III of the
Companies Act, 2013, have been followed and there are no
material departures from the same;

(b) Such accounting policies have been selected and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as at March 31, 2025
and profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud
and other irregularities;

(d) The annual accounts have been prepared on the basis that
the Company does not continue to be a âGoing Concernâ and
therefore all assets that have being valued at their realisation
value were lower than cost and all known liabilities have been
fully provided for and recorded in the financial statements on
the basis of best estimate of the Management;

(e) The proper internal financial controls were in place and
that such internal financial controls are adequate and were
operating effectively; and

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

Corporate Governance

Your Company has been practicing the principles of good
Corporate Governance over the years and it is a continuous and
ongoing process. Pursuant to Chapter IV, Regulation 15(2) of the
SEBI (LODR) Regulations, 2015, the compliance with Corporate
Governance as specified in Regulation 17 to 27, 46(2) (b) to (i)
and (t) & para C, D & E of Schedule V are not applicable to the

Company as the paid-up equity share capital does not exceed Rs.
10 crores and net worth does not exceed Rs. 25 crores, as on the
last day of the previous financial year.

Declaration by Independent Directors

The Company has received declarations from all the Independent
Directors of the Company, confirming that, they meet the criteria
of independence as prescribed both under Section 149(7) of the
Companies Act, 2013 and Regulation 16(b) of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Independent Directors of
the Company have registered themselves with Indian Institute of
Corporate Affairs for empanelment in the databank of Independent
Directors. Further, the Board members are satisfied with regard
to integrity, expertise and experience (including the proficiency)
of the Independent Directors of the Company.

Nomination and Remuneration Policy

The Board of the Directors has framed the policy which lays
down a framework in relation to Remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment
of Board Members. The Nomination and Remuneration Policy
approved by the Board is uploaded on the Company''s weblink
viz. https://www.iitlproiects.com/files/policies/NOMINATION-AND-
REMUNERATION-POLICY.pdf

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

During the year under review, the Company has not made any
investments, provided any guarantees or security or granted any
loans or advances pursuant to Section 186 of the Companies
Act, 2013.

Conservation of energy, technology absorption, foreign
exchange earnings and outgo:

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: Not Applicable
Risk Management

The Company has formulated a Risk Management Policy. The
Company identifies, evaluates, analyses and prioritizes risks in
order to address and minimize such risks. This facilitates identifying
high level risks and implement appropriate solutions for minimizing
the impact of such risks on the business of the Company.

Related Party Transactions

The Company has laid down a Related Party Transactions Policy
for purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions approved by the

Board is uploaded on the Company''s web link viz. https://www.
iitlproiects.com/files/policies/Policv-on-materialitv-of-Related-
Partv-Transactions-final-10-02-2022-(IITLPL).pdf

All Related Party Transactions are placed before the Audit
Committee and also before the Members/Board for their approval,
wherever necessary.

The details of the related party transactions as per Indian
Accounting Standard 24 are set out in Note No. 33 to the
Standalone Financial Statements forming part of this report.

The Particulars of material contracts or arrangements made with
related parties referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2, is appended as Annexure
1 to the Directors'' Report.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated
and recommended to the Board, a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken by the
Company, which has been approved by the Board. The CSR Policy
is disclosed on the Company''s website: https://www. iitlproiects.
com/files/policies/CORPORATE-SOCIAL-RESPONSIBILITY-
POLICYpdf

The provisions of Corporate Social Responsibility (CSR) under
Section 135 of the Companies Act, 2013 are not applicable to
the Company, as it does not meet the specified thresholds of net
worth, turnover, or net profit during the immediately preceding
financial year. Hence, the Annual Report on CSR is not attached
to this Report.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy
to maintain the standard of ethical, moral and legal conduct
of business operations. A Vigil (Whistle Blower) mechanism
provides a channel to the employees and Directors to report
to the management concerns and instances about unethical
behavior, actual or suspected, fraud or violation of the Company''s
code of conduct or policy. The mechanism provides for adequate
safeguards against victimization of employees or Directors or any
other person to avail of the mechanism and also provide for direct
access to the Chairman/ CEO/ Chairman of the Audit Committee
in exceptional cases.

Your Company hereby affirms that no Director/ employee/ any
other person has been denied access to the Chairman of the Audit
Committee and that no complaints were received during the year.

The Whistle Blower Policy has been disclosed on the Company''s
website under the weblink https://www.iitlproiects.com/files/
policies/Vigil-Mechanism-Whistle-Blower-Policy.pdf and circulated
to all the Directors/ employees.

Auditors and Auditorsâ Report

Statutory Auditor

The Members of the Company in the Annual General Meeting held
on September 24, 2022 re-appointed Maharaj N R Suresh and
Co. LLP, Chartered Accountants (Firm Registration No. 001931S /

S000020), as the Statutory Auditors of the Company, for a second
term of five consecutive years, to hold office from the conclusion
of the 28^th AGM of the Company till the conclusion of the 33^rd AGM
to be held in the year 2027.

Maharaj N R Suresh and Co. LLP, Chartered Accountants has
submitted a certificate confirming that their appointment is
in accordance with Section 139 read with Section 141 of the
Companies Act, 2013.

Auditorsâ Report

The Notes on financial statements referred to in the Auditors''
Report are self-explanatory and do not call for any further
comments.

The Statutory Auditor of the Company has observed that:

As on 31.03.2025, the accumulated loss of Rs. 649.05 Lakhs,
exceeds the paid up capital and net worth of the company stands
fully eroded. The total liability of the company exceeds its total
assets.

The company has no business of its own and also no other cash
flow at present. Thus, the company ceases to be a âGoing Concernâ
and accordingly these financial statements have been prepared
on the basis that the company does not continue to be a âGoing
Concernâ and therefore all assets that have being valued at their
realisation value were lower than cost and all known liabilities have
been fully provided for and recorded in the financial statements
on the basis of best estimate of the Management.

Pursuant to Section 134 (3)(f) of the Companies Act, 2013, the
Board acknowledges the Auditor''s observation and confirms
that, due to the decrease of operational activities and absence
of any significant cash flow during the year under review, the
company is currently not considered a âgoing concernâ. In light of
this, the financial statements for the reporting period have been

appropriately prepared on a non-going concern basis, wherein
assets have been valued at their estimated net realisable values
and all known liabilities have been duly provided for based on the
best estimates of the management.

The Board continues to evaluate various strategic options or
exploring potential opportunities, to revive the business, including
fee based income and strategic alliances, with an aim to safeguard
the interests of all stakeholders.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 the Company had
appointed âM/s. Sheetal Patankar & Co.,â a firm of Chartered
Accountants in practice as Internal Auditors of the Company for
the Financial Year 2024-2025. The Internal Audit of the Company
was conducted on periodical intervals and reports of the same
were placed before the Audit Committee Meeting and Board of
the Directors meeting for their noting and approval.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and rules made thereunder, the Board of Directors of the
Company had appointed M/s. Chandanbala Jain & Associates,
Practicing Company Secretary (CP No. 6400), to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
included as Annexure 2 and forms an integral part of this report.
The Secretarial Audit Report does not contain any qualifications
or reservations. The observations made in the report are selfÂ¬
explanatory.

Significant and material orders passed by the regulators

During the year under review, there were no significant and
material orders passed by the Regulators/Courts/Tribunals that
would impact the going concern status of the Company and its
future operations.

Particulars of Employees and related disclosures

A) Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

Sr. No.	Name of Director/ KMP and Designation	% Increase / Decrease in remuneration in the Financial Year 2024-2025	Ratio of remuneration of each Director / KMP to median remuneration of employees
1.	Dr. Bidhubhusan Samal Non-Independent Non-Executive Chairman	53.57	0.67
2.	Mr. Bipin Agarwal Non-Independent Non-Executive Director	50.00	0.38
3.	Mr. Venkatesan Narayanan Independent Director (Ceased to be an Independent Director w.e.f. September 26, 2024)	Not Applicable	Not Applicable

Sr. No.	Name of Director/ KMP and Designation	% Increase / Decrease in remuneration in the Financial Year 2024-2025	Ratio of remuneration of each Director / KMP to median remuneration of employees
4.	Mr. Milind S. Desai Independent Director (Ceased to be an Independent Director w.e.f. September 26, 2024)	Not Applicable	Not Applicable
5.	Mrs. Sujata Chattopadhyay Independent Director	(6.67)	0.72
6.	Mr. Sriram Surajmal Khandelwal Independent Director (Appointed as an Independent Director of the Company w.e.f. August 13, 2024)	Not Applicable	Not Applicable
7.	Mr. Shankar Narayan Mokashi Independent Director (Appointed as an Independent Director of the Company w.e.f. August 13, 2024)	Not Applicable	Not Applicable
8.	Mr. Sahil Agarwal Additional Director (Appointed as an Additional Director w.e.f. February 04, 2025 and Resigned w.e.f. March 17, 2025)	Not Applicable	Not Applicable
9.	Ms. Shivani Kawle Manager & Company Secretary	Not Applicable	Not Applicable
10.	*Mr. Sagar Jaiswal Chief Financial Officer (Appointed w.e.f. June 25, 2025)	Not Applicable	Not Applicable

* The Chief Financial Officer (CFO) of the Company is also the group CFO and is paid remuneration from the Holding Company

i.e. Industrial Investment Trust Limited.

Notes:

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

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

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

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

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

*Only employees other than KMP i.e. WTD / Manager /
CFO / CS and who were employees in both the years i.e.
2023-24 and 2024-25 have been considered.

6) It is hereby affirmed that the remuneration paid is as per
the Remuneration Policy for Directors, Key Managerial
Personnel and other employees.

B) Details of every employee of the Company as required
pursuant to Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of
the company was in receipt of remuneration in excess of limits
prescribed under clause 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Hence particulars as required under 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 have not been provided.

Public Deposits

The Company has not accepted any deposits in terms of Chapter V
of the Companies Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014 from the public during the year under review.

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

The Company has in place a requisite policy in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, temporary, trainees) are covered under the policy.
An Internal Complaints Committee has been constituted under
the said Act for the Group Companies.

Disclosures in relation to Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013,
during the year 2024-2025:

Sr. No.	Particulars	No. of complaints
(a)	number of complaints of sexual harassment received in the year	Nil
(b)	number of complaints disposed off during the year	Nil
(c)	number of cases pending for more than ninety days	Nil
(d)	number of employees as on the closure of financial year	Female - 2 Male - 0 Transgender - 0

Disclosure under Maternity Benefit Act 1961

The Company voluntarily complies with the provisions of the
Maternity Benefit Act, 1961 and the Rules, Notifications, and
Circulars made/issued thereunder and any amendments thereto
from time to time.

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

General

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

1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees
of the Company under any scheme.

3. The provisions of Section 148 of the Act are not applicable
to the Company. Accordingly, there is no requirement of
maintenance of cost records as specified under section 148(1)
of the Act.

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

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

Acknowledgement

Your Director''s place on record their appreciation for all the
employees, who have contributed to the performance of your
Company.

Your Director''s also thank the clients, vendors, bankers,
shareholders and advisors of the Company for their continued
support.

Your Director''s also thank the Central and State Governments, and
other statutory authorities for their continued support.

For and on behalf of the Board
IITL Projects Limited

Bipin Agarwal Dr. Bidhubhusan Samal

Director Chairman

(DIN:00001276) (DIN: 00007256)

Place: Mumbai
Date: August 06, 2025

Mar 31, 2024

Your Directors are pleased to present the 30^th Annual Report on the business and operations of the Company and accounts for the Financial
Year ended March 31, 2024.

Financial Performance

The summarized standalone and consolidated financial results of your Company and its Associates/ Joint Ventures prepared in accordance
with Indian Accounting Standards (Ind AS) are provided below:

(? In lakhs)

Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	250.31	142.87	250.31	142.87
Other Income	123.91	5.99	126.44	5.99
Share of profit from joint venture partnership firms	207.92	580.40	-	-
Operating Profit before Finance Costs Depreciation, Tax and	803.26	231.29	597.87	(349.12)
Extraordinary items
Less: Depreciation and amortization expenses	0.25	0.24	0.25	0.24
Finance Cost	581.38	529.59	581.38	529.59
Profit/(loss) before Tax and Exceptional items	221.62	(298.54)	16.24	(878.94)
Share of profit/(loss) of joint venture (net of tax)	-	-	207.93	580.11
Add: Exceptional items	2,029.75	-	2,029.75	-
Less: Tax	(0.03)	0.38	(0.03)	0.38
Net Profit/(loss) for the Year from Continuing operations	2,251.41	(298.92)	2,253.95	(299.21)
Net Profit /(loss)for the Year from Discontinuing operations	-	-	-	-
Profit/(loss) for the year	2,251.41	(298.92)	2,253.95	(299.21)
Other Comprehensive Income	(0.11)	0.27	(0.11)	0.27
Total comprehensive Income for the year, net of tax	2,251.30	(298.65)	2,253.83	(298.94)
Profit for the year attributable to
Equity holders of the parent Company	-	-	-	-
Non-controlling interest	-	-	-	-
Total comprehensive Income for the year, attributable to	2,251.30	(298.65)	2,253.83	(298.94)

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

Results of operations and State of Companyâs affairs

The total Income of the Company on a Standalone basis for the
financial year ended March 31,2024 is '' 582.14 lakhs as compared
to '' 729.26 lakhs in the previous year.

On consolidation basis, the income of the Company for the financial
year ended on March 31, 2024 is '' 376.74 lakhs as compared
to '' 148.85 lakhs in the previous year and net profit accounted
to '' 2,253.94 lakhs for the financial year ended March 31, 2024
(considering an exceptional income of '' 2,029.75 Lakhs from sale
of capital investment contribution in Joint Venture Partnership
Firms) as compared to net loss of '' 299.21 lakhs in the previous
year. Total comprehensive income for the year ended March 31,
2024 is '' 2,253.83 lakhs as compared to total comprehensive
expense of '' 298.93 lakhs in the previous year.

Takeover of the Company

During the year under review, Mr. Bipin Aggarwal, N.N. Financial
Services Private Limited and Nimbus India Limited (hereinafter
collectively referred to as ''Sellers''), the promoters of Industrial
Investment Trust Limited (IITL) (âHolding Companyâ) entered into
a Share Purchase Agreement on February 08, 2024 with Mr. Vikas

Garg, Vikas Lifecare Limited and Advik Capital Limited (hereinafter
collectively referred to as ''Acquirers''), under which the Acquirers
propose to acquire 94,07,067 equity shares representing 41.72%
of the paid-up share capital of the Holding Company at '' 275/-
(Rupees Two Hundred Seventy-Five Only) for each equity share
amounting to total purchase consideration of '' 258,69,43,425/-
(Rupees Two Hundred and Fifty-Eight Crores Sixty Nine Lakhs
Forty Three Thousand Four Hundred Twenty Five Only).

Pursuant to the execution of the SPA, the Acquirers had triggered
the requirement to make an open offer to the shareholders of the
Company in terms of Regulation 5 of SEBI (SAST) Regulations,
2011. Additionally, as per the SPA, the said transaction was subject
to the approval of the Reserve Bank of India (âRBIâ).

Thereafter, the Holding Company received an e-mail communication
dated July 26, 2024 from the Acquirers that based on the application
returned by RBI, the Acquirers to the SPA have no other option
but to terminate the Share Purchase Agreement dated February
08, 2024 and to proceed with the withdrawal of the Open Offer for
IITL and IITL Projects Limited (IPL), in compliance with the SEBI
(SAST) Regulations, 2011.

Thus, a Termination Agreement duly signed by the Sellers and the
Acquirers was executed on July 26, 2024 for termination of Share
Purchase Agreement dated February 08, 2024.

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

Consolidated Accounts

The Consolidated Financial Statements of your Company for
the financial year 2023-24, are prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry
of Corporate Affairs and pursuant to applicable provisions of the
Companies Act, 2013 read with relevant Accounting Standards
issued by the Institute of Chartered Accountants of India and the
Listing Regulations. The Consolidated Financial Statements have
been prepared on the basis of audited financial statements of the
Company and its Associate Company.

Business Overview

During the FY 2023-2024, the Company has exited from all its
Joint Venture Partnership Firms except for Capital Infraprojects
Private Limited.

Project developed by the Company:-

Express Park View I (EPV): The Company''s Project, ''Express
Park View I'' has been developed and completed. The Project
comprises of multi-storey towers/ buildings, having residential flats
along with other common services and facilities. The Project overall
comprises of 4 towers of total 334 residential flats, of which 332
residential flats have been sold as on March 31, 2024. Residents
Welfare Association (RWA) was formed and the complex is now
completely handed over to the Residents Welfare Association
duly constituted under the Provisions of the Societies Registration
Act, 1860.

Projects developed / being developed by the Company
through Joint Venture Partnership Firms, namely:

1. The Hyde Park:

This project was jointly developed by the Company with Nimbus
Projects Limited and was held under the Joint Venture Firm
viz. IITL-Nimbus The Hyde Park, Noida.

Since, The Hyde Park project was completed and complete
administrative and financial controls of Hyde Park were handled
from Delhi, the Company was in search of buyer to sell its entire
capital investment contribution in IITL Nimbus The Hyde Park.
Nimbus Propmart Private Limited, one of the group companies,
expressed its interest to purchase the Company''s entire capital
investment contribution (i.e. '' 350 Lakhs) held in Hyde Park
at 50% Value, i.e. at '' 175 Lakhs. The Company received
the approval of the shareholders for the aforesaid transaction
through postal ballot on December 19, 2023.

Thereafter, on January 13, 2024, the Company executed
Tripartite Agreement with Nimbus Projects Limited and IITL
Nimbus The Hyde Park. In accordance with the provisions of
the Tripartite Agreement, the Company received the total sale
consideration of '' 1,75,00,000/- from IITL Nimbus The Hyde
Park, the Joint Venture Firm on January 15, 2024.

The Company then executed the Supplementary Deed of
Admission cum Retirement with Nimbus Projects Limited and
Nimbus Propmart Private Limited, whereby the Company was
the retiring partner, on January 16, 2024.

Thus, IITL Nimbus The Hyde Park has ceased to be the Joint
Venture Firm of the Company with effect from January 16,
2024.

2. The Golden Palms:

This Project is jointly developed by the Company with Nimbus
Projects Limited and is held under the Joint Venture company
viz. Capital Infraprojects Private Limited (CIPL). The project
comprises of 1403 residential and 53 commercial units. The
project has been successfully completed and completion
certificate has been received for the entire project comprising
of 12 residential towers and one studio apartment tower. The
physical possession of flats is in progress, formation of RWA is
completed and affairs of the Golden Palms Society are lawfully
handed over to the RWA who is now administering and running
the same w.e.f. April 01,2022. Out of total 53 commercial units
47 units and out of total 1403 residential flats 1387 flats have
been sold as on March 31,2024.

The Board of Directors of the Company in their meeting held
on November 07, 2023 approved the sale of investment
of 5,00,000 equity shares having face value of '' 10/- each
aggregating to '' 50 lakhs, held by the Company in the
Associate Company, Capital Infraprojects Private Limited
to Nimbus Propmart Private Limited for an aggregate sale
consideration of '' 25 Lakhs. The Shareholders of the Company
accorded its consent for the proposed transaction through
Postal Ballot on December 19, 2023.

However, on March 28, 2024, the Company received a letter
from Nimbus Propmart Private Limited (''NPPL'') informing that
their Board of Directors have decided to not to move forward
with the aforementioned matter. Therefore, the said transaction
was rescinded.

3. Express Park View-II:

This Project was jointly developed by the Company with Nimbus
Projects Limited and was held under the Joint Venture Firm viz.
IITL Nimbus The Express Park View (EPV II). The Company
held 12.08% amounting to '' 3,02,37,500/- in EPV II.

Nimbus Projects Limited, the existing Joint Venture Partner of
the Firm, offered the Company to acquire its capital investment
contribution in the firm for an aggregate sale consideration of
'' 3,02,37,500/-. The shareholders of the Company approved
the aforesaid transaction in their Annual General Meeting held
on September 22, 2023.

The Company received the total sale consideration of
'' 3,02,37,500/- from IITL Nimbus The Express Park View, the
Joint Venture Firm on October 06, 2023 and executed on the
same day the following Agreement/Deed:

i. Tripartite Agreement with Nimbus Projects Limited and IITL
Nimbus The Express Park View.

ii. Supplementary Deed of Admission cum Retirement with
Nimbus Projects Limited and Nimbus Propmart Private
Limited, whereby the Company was the retiring partner.

Thus, IITL Nimbus The Express Park View has ceased to be
the Joint Venture Firm of the Company with effect from October
06, 2023.

4. The Golden Palm Village:

IITL Nimbus The Palm Village was a Joint Venture Partnership
Firm between the Company and Nimbus Projects Limited. The
Company held 49.44% amounting to '' 2,200 Lakhs in the Firm.
Nimbus Projects Limited, the existing Joint Venture Partner of
the Firm, offered the Company to acquire its capital investment
contribution in the Firm for an aggregate sale consideration of
'' 22 Crores. The shareholders of the Company approved the
aforesaid transaction in their Annual General Meeting held on
September 22, 2023.

The Company received the total consideration of '' 2,200 Lakhs
from IITL Nimbus The Palm Village, the Joint Venture Firm and
executed on October 16, 2023 the following Agreement/Deed:

i. Tripartite Agreement with Nimbus Projects Limited and IITL
Nimbus The Palm Village

ii. Supplementary Deed of Admission cum Retirement with
Nimbus Projects Limited and Nimbus Propmart Private
Limited, whereby the Company is the retiring partner.

Thus, IITL Nimbus The Palm Village has ceased to be the
Joint Venture Firm of the Company with effect from October
16, 2023.

5. Golden Palms Facility Management Private Limited
(GPFMPL):

Golden Palms Facility Management Private Limited (GPFMPL)
was an Associate Company, in which the Company held

50,000 equity shares of face value of '' 10/- each amounting to
'' 5,00,000/- (representing 50% of Equity stake). GPFMPL was
promoted to take care of the maintenance of the Joint Venture
Firms of the Company. Since the Company had sold and was
in process to sell its entire stake in the Joint Venture Firms, the
Company accepted the offer from Nimbus Propmart Private
Limited to sell Company''s entire investment of 50,000 equity
shares of '' 10/- each held in GPFMPL at '' 10 each, i.e. at
'' 5 Lakhs to Nimbus Propmart Private Limited.

Subsequent to the approval received from the shareholders
through Postal Ballot on December 19, 2023, the Company
(as Seller) on January 12, 2024 entered into Share Purchase
Agreement with Nimbus Propmart Private Limited (as
Purchaser) and Golden Palms Facility Management Private
Limited for the sale of Company'' Investment in GPFMPL''s
equity shares and received the entire sale consideration
towards the same.

In accordance with the provisions of Share Purchase
Agreement and pursuant to the approval of the Board of
Directors of GPFMPL for transfer of equity shares held by the
Company in GPFMPL in favour of the Purchaser, the Closing
of the transaction took place on January 17, 2024.

Thus, Golden Palms Facility Management Private Limited
(GPFMPL) has ceased to be the Associate of the Company
with effect from January 17, 2024.

Statement containing salient features of Associate Companies

Pursuant to sub-section 3 of Section 129 of the Companies Act,
2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements
of Associate Company is given in Form AOC-1 and forms an integral
part of this report as Annexure 1.

Transfer to Reserves:

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

Your directors have not recommended any dividend for the financial
year 2023-2024.

Management Discussion and Analysis

Change in Capital Structure

During the year under review, there was no change in the Capital
Structure of the Company. The Company has not issued any shares or
convertible securities, during the financial year ended March 31,2024.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2024 in Form MGT-7 is available
on the Company''s website at https://www.iitlproiects.com/static/
investors.aspx

Compliance with Secretarial Standards

Internal Financial controls and their adequacy

Board of Directors and Key Managerial Personnel

Board of Directors

Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies
Act, 2013, Dr. Bidhubhusan Samal (DIN: 00007256), NonÂ¬
Executive Director of the Company is liable to retire by rotation at
the ensuing Annual General Meeting (AGM) of the Company and
being eligible has offered himself for re-appointment.

The necessary resolution for re-appointment of Dr. Bidhubhusan
Samal forms part of the Notice convening the AGM scheduled to
be held on September 25, 2024.

Appointment

The Members of the Company at their 29^th Annual General
Meeting held on September 22, 2023, re-appointed Mrs. Sujata
Chattopadhyay (DIN: 02336683) as an Independent Women
Director of the Company, not being liable to retire by rotation, for a
second term of five consecutive years commencing from the date
of 29^th Annual General Meeting (AGM) till the date of 34^th AGM of
the Company to be held in year 2028 for the financial year ended
March 31, 2028.

The Board of Directors, based on the recommendation of
Nomination and Remuneration Committee of the Company
and in accordance with provisions of the Act and SEBI Listing
Regulations:

â¢ Appointed Mr. Shriram Surajmal Khandelwal (DIN: 06729564)
as an Additional Director (Non-Executive / Independent
Director) of the Company with effect from August 13, 2024
to hold office up to the date of the ensuing Annual General

Meeting of the Company. The Company has also received
declaration from him that he meets the criteria of independence
as prescribed, both, under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Subject to
approval of the Members through Special Resolution at the
ensuing 30^th Annual General Meeting, Mr. Shriram Surajmal
Khandelwal will hold office as an Independent Director for a
term of 5 (five) years commencing from August 13, 2024 to
August 12, 2029, on terms and conditions specified in the
Notice of AGM.

â¢ Appointed Mr. Shankar Narayan Mokashi (DIN: 08943356) as
an Additional Director (Non-Executive / Independent Director)
of the Company with effect from August 13, 2024 to hold office
up to the date of the ensuing Annual General Meeting of the
Company. The Company has also received declaration from
him that he meets the criteria of independence as prescribed,
both, under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Subject to approval of the Members
through Special Resolution at the ensuing 30^th Annual General
Meeting, Mr. Shankar Narayan Mokashi will hold office as an
Independent Director for a term of 5 (five) years commencing
from August 13, 2024 to August 12, 2029, on terms and
conditions specified in the Notice of AGM.

The Company has received Notice in writing from Member(s) under
Section 160 of the Act proposing the candidature of Mr. Shriram
Surajmal Khandelwal and Mr. Shankar Narayan Mokashi for the
office of Non-Executive / Independent Directors of the Company.

The necessary resolutions for approval of the appointments forms
a part of the Notice of the ensuing AGM, along with the necessary
disclosures required under the Companies Act, 2013 and the
Listing Regulations, for approval of Members.

The Board hereby recommends the aforesaid appointments to the
Members at the ensuing AGM of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on the date of this Report
are Ms. Shivani Kawle, Manager & Company Secretary and Mr. Sagar
Jaiswal, Chief Financial Officer.

During the period under review, the Board of Directors on considering
the recommendation of the Nomination and Remuneration Committee,
appointed Ms. Shivani Kawle as Company Secretary & Compliance
Officer of the Company with effect from May 26, 2023. Further, she was
additionally appointed as the Manager of the Company with effect from
July 11, 2023 and the approval of Members for her appointment was
obtained at the 29^th AGM of the Company held on September 22, 2023.

Also, Mr. Ajit Mishra resigned from the position of Chief Financial
Officer of the Company from the close of the business hours on
September 25, 2023.

Thus, pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board of Directors appointed Mr. Bhavin
Zaveri as the Chief Financial Officer of the Company with effect from

December 20, 2023.

Further, Mr. Bhavin Zaveri resigned as the Chief Financial Officer
of the Company with effect from March 31, 2024 on account of
his personal reasons.

During the FY 2024-2025, the Board of Directors on considering the
recommendation of the Nomination and Remuneration Committee,
appointed Mr. Sagar Jaiswal as the Chief Financial Officer of the
Company with effect from June 25, 2024.

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

Familiarization Programme

The Company has formulated a Familiarization Programme for
Independent Directors with an aim to familiarize the Independent
Directors with the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the Company
operates, business model of the Company, etc., to provide them
with better understanding of the business and operations of the
Company and so as to enable them to contribute significantly to
the Company. In addition to the above, Directors are periodically
advised about the changes effected in the Corporate Law
and Listing regulations with regard to their roles, rights and
responsibilities as Directors of the Company.

Evaluation of Board, its Committees and Individual Directors

The process for evaluation of the performance of the Director(s) /
Board / Committees of the Board for the financial year 2023-2024
was initiated by the Nomination and Remuneration Committee,
by sending out questionnaires designed for the performance
evaluation of the Directors, Committees, Chairman and the Board
as a whole. The Committee also forwarded their inputs to the Board
for carrying out the Performance Evaluation process effectively.

In terms of provisions of Companies Act, 2013 and Schedule
II - Part D of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Board carried out the annual performance evaluation of its own
including the various Committees and individual Directors with
a detailed questionnaire covering various aspects of the Boards
functioning like, composition of Board and its Committees, Board
culture, performance of specific duties and obligations.

performance on various parameters such as composition of Board
and its committees, experience and competencies, performance of
duties and obligations, contribution at the meetings and otherwise,
independent judgment, governance issues, effectiveness of flow
of information.

Meetings of the Board

During the year under review, 8 (Eight) meetings of the Board
of Directors were held. The details of the Meetings of the Board
of Directors of the Company convened during the financial year
2023-2024 are given in the Corporate Governance Report which
forms part of this Annual Report. The maximum interval between
any two meetings did not exceed 120 days as prescribed in the
Companies Act, 2013.

Directorsâ Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013,
your Directors, to the best of their knowledge and belief, hereby
confirms that:

(a) In preparation of the annual accounts for the year ended
March 31, 2024, the applicable accounting standards read
with requirements set out under Schedule III of the Companies
Act, 2013, have been followed and there are no material
departures from the same;

(b) Such accounting policies have been selected and applied
them consistently and made iudgments and estimates that
are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as at March 31, 2024
and profit of the Company for the year ended on that date;

(d) The annual accounts have been prepared on a ''going concern''
basis;

(e) The proper internal financial controls were in place and
that such internal financial controls are adequate and were
operating effectively; and

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

Corporate Governance

Your Company has been practicing the principles of good
Corporate Governance over the years and it is a continuous and
ongoing process. A detailed Report on Corporate Governance
practices followed by your Company as prescribed by SEBI in
Chapter IV read with Schedule V of Listing Regulations together
with a Certificate from the Auditors confirming compliance with
the conditions of Corporate Governance are provided separately
in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent
Directors of the Company, confirming that, they meet the criteria
of independence as prescribed both under Section 149(7) of the
Companies Act, 2013 and Regulation 16(b) of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, the Independent
Directors of the Company have registered themselves with Indian
Institute of Corporate Affairs for empanelment in the databank of
Independent Directors.

Nomination and Remuneration Policy

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

During the year under review, the Company has not made any
investments, provided any guarantees or security or granted any
loans or advances pursuant to Section 186 of the Act.

Conservation of energy, technology absorption, foreign
exchange earnings and outgo:

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: Not Applicable
Risk Management

Related Party Transactions

The Company has laid down a Related Party Transactions Policy
for purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions approved by the
Board is uploaded on the Company''s web link viz.https://www.
iitlproiects.com/files/policies/Policy-on-materiality-of-Related-
Party-Transactions-final-10-02-2022-(IITLPL).pdf

All Related Party Transactions are placed before the Audit
Committee and also before the Members/Board for their approval,
wherever necessary.

The details of the related party transactions as per Indian
Accounting Standard 24 are set out in Note No. 25 to the

Standalone Financial Statements forming part of this report.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated
and recommended to the Board, a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken by the
Company, which has been approved by the Board. The CSR Policy
is disclosed on the Company''s website:https://www.iitlproiects.com/
files/policies/CORPORATE-SOCIAL-RESPONSIBILITY-PQLICY.pdf

The provisions relating to CSR enumerated under Section 135 of the
Companies Act, 2013 are not applicable to the Company during the
year under review. Hence, the Annual Report on CSR is not attached
to this Report.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to
report to the management instances of unethical behavior, actual
or suspected, fraud or violation of the company''s code of conduct.
The details of the Vigil Mechanism policy have been provided in the
Corporate Governance Report and also disclosed on the website
of the Company viz. https://www.iitlproiects.com/files/policies/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

Auditors and Auditorsâ Report

Statutory Auditor

The Members of the Company in the Annual General Meeting held
on September 24, 2022 re- appointed Maharaj N R Suresh and
Co. LLP, Chartered Accountants (Firm Registration No. 001931S /
S000020), as the Statutory Auditors of the Company, for a second
term of five consecutive years, to hold office from the conclusion of
the 28^th AGM of the Company till the conclusion of the 33^rd AGM to
be held in the year 2027.

Maharaj N R Suresh and Co. LLP, Chartered Accountants has
submitted a certificate confirming that their appointment is in
accordance with Section 139 read with Section 141 of the Act.

Auditorsâ Report

The Notes on financial statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any qualification(s), reservation(s)
or adverse remark(s).

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 the Company had
appointed âM/s. Sheetal Patankar & Co.,â a firm of Chartered
Accountants in practice as Internal Auditors of the Company for the
Financial Year 2023-2024. The Internal Audit of the Company was
conducted on periodical intervals and reports of the same were placed
before the Audit Committee Meeting and Board of the Directors
meeting for their noting and approval.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Board of Directors of the Company
had appointed M/s. Chandanbala Jain & Associates, Practicing
Company Secretary (CP No. 6400), to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is included as
Annexure 3 and forms an integral part of this report. The Secretarial
Audit Report does not contain any qualifications or reservations. The
observations made in the report are self-explanatory.

Annual Secretarial Compliance Report

M/s. Chandanbala Jain & Associates, Practicing Company Secretary
(CP No. 6400) have submitted Annual Secretarial Compliance Report
for the financial year 2023-2024 for all applicable compliances as per
Securities and Exchange Board of India Regulations and Circulars/
Guidelines issued thereunder and the same was submitted to Stock
Exchange within the permissible time limit.

Significant and material orders passed by the regulators

Particulars of Employees and related disclosures

A) Details pertaining to remuneration as required under
Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

The percentage increase in remuneration of each Director,
Chief Financial Officer and Company Secretary during the
financial year 2023-2024, ratio of the remuneration of each
Director to the median remuneration of the employees of the
Company for the financial year 2023-2024 and the comparison
of remuneration of each Key Managerial Personnel (KMP)
against the performance of the Company are as under:

Sr. No.	Name of Director/KMP and Designation	% Increase / Decrease in remuneration in the Financial Year 2023-2024	Ratio of remuneration of each Director / KMP to median remuneration of employees
1.	Dr. Bidhubhusan Samal Non-Independent Non-Executive Chairman	7.69%	0.72
2.	Mr. Bipin Agarwal Non-Independent Non-Executive Director	0.00%	0.44
3.	Mr. Venkatesan Narayanan Independent Director	16.67%	0.99
4.	Mr. Milind S. Desai Independent Director	23.53%	0.94
5.	Mrs. Sujata Chattopadhyay Independent Director	25.00%	0.66
6.	*Mr. Ajit Kumar Mishra Chief Financial Officer (resigned w.e.f. September 25, 2023)	Not Applicable	Not Applicable
7.	Ms. Shivani Kawle (Appointed as Company Secretary & Compliance Officer w.e.f. May 26, 2023 and additionally as Manager w.e.f. July 11, 2023)	Not Applicable	Not Applicable
8.	*Mr. Bhavin Kumar Zaveri (appointed as Chief Financial Officer w.e.f. December 20, 2023 and resigned w.e.f. March 31, 2024)	Not Applicable	Not Applicable

* The Chief Financial Officer (CFO) of the Company is also the group CFO and is paid remuneration from the Holding Company i.e.
Industrial Investment Trust Limited.

Notes:

1) The remuneration to Directors includes sitting fees paid to them for the financial year 2023-24.

2) The Median remuneration of employees of the Company during the financial year 2023-24 was '' 3,62,886/-

3) Median remuneration of employee in the last financial year i.e. 2022-23 was '' 3,30,538/- whereas for current financial year i.e.
2023-24 the same stood at '' 3,62,886/-, signifying an increase of 9.79%.

4) There were two permanent employees (including KMPs) on the roll of Company as on March 31, 2024.

5) Average remuneration made in the last financial year i.e. 2022-23 was '' 3,30,538/- whereas for current financial year i.e.
2023-2024 the same stood at '' 3,62,886/- signifying increase by 9.79%.

*Only employees other than KMP i.e. WTD / Manager /
CFO / CS and who were employees in both the years i.e.
2022-23 and 2023-24 have been considered.

6) It is hereby affirmed that the remuneration paid is as per
the Remuneration Policy for Directors, Key Managerial
Personnel and other employees.

B) Details of every employee of the Company as required
pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

Public Deposits

The Company has not accepted any deposits in terms of Chapter V
of the Companies Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014 from the public during the year under review.

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

No complaints were received during the financial year 2023-2024.
GENERAL

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

1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees
of the Company under any scheme.

3. The provisions of Section 148 of the Act are not applicable
to the Company. Accordingly, there is no requirement of
maintenance of cost records as specified under section 148(1)
of the Act.

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

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

Acknowledgement

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

Your Directors also thank the clients, vendors, bankers,
shareholders and advisors of the Company for their continued
support.

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

For and on behalf of the Board
IITL Projects Limited

Bipin Agarwal Dr. Bidhubhusan Samal

Director Chairman

(DIN: 00001276) (DIN: 00007256)

Place: Mumbai
Date: August 13, 2024

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company together with the Audited Accounts for the year ended March 31,2014.

COMPANY PERFORMANCE:

A) Financial Highlights

The salient features of the Company''s financial results for the year under review are as follows:

(Rs. In Lakhs)

Particulars For the year ended For the year ended March 31, 2014 March 31, 2013

Total Income 2089.07 1705.90

Profit/(Loss) before Depreciation & Tax (315.87) (207.93)

Less: Depreciation 1.35 1.32

Profit/(Loss) before tax (317.22) (209.25)

Less: Provision for Tax (2.40) (1.03)

Profit/(Loss) after tax (314.80) (208.22)

Add: Balance brought forward (242.13) (33.91)

Amount available for appropriation (556.93) (242.13)

Balance carried to Balance Sheet (556.93) (242.13)

B) Operational Highlights:

The total income of the Company for the year ended on March 31,2014 is Rs. 2089.07 lakhs which is higher by about 22.46% over that for the previous year which was Rs. 1705.90 lakhs, on account of considerable progress in various projects and due recognition of the accrued income in accordance with the accounting standard in force. However, pending completion of the projects and as per the followed Accounting Standards, the operations, resulted in pre-tax loss of Rs. 317.22 lakhs for the year as against the pre-tax loss of Rs. 209.25 lakhs for the preceding year.

DIVIDEND:

In view of the losses incurred by the Company, no dividend has been proposed for the year ended March 31,2014.

BUSINESS:

Your Company is engaged in Real Estate business, construction of residential complexes in the National Capital Region ((NCR). It has acquired plots of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA), NewOkhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).

Apart from constructing its own project, the Company has also undertaken project through four Special Purpose Vehicles (SPVs) i.e three partnership firms and one private limited company. The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and total number of flats under various stages of construction are around 9000.

Project being developed bv the Company:

Express park View I:- Your Company is pleased to apprise that its own project ''Express Park View-I'' located at one of the prime location in Greater Noida at Yamuna Expressway Authority near pari chowki, admeasuring area of around 10043.31Sq.m is nearing completion.

The process of handing over of the flats in one of the towers of the 4 towers has commenced and the possession for the balance will follow soon.

Projects being developed bv the Company alonawith SPVs:

The Hyde Park: - This project is located in Sector 78 of Noida and is adjoining a large cluster of premium Housing Projects on one side and green area on the other side. The lease hold area allotted to the project is around 60348.53 Sq.m.

It is scheduled to be completed in two phases. The structural work of Phase I consisting of 16 towers is completed and finishing work is in progress. Phase II consisting of 7 towers, the structural work is completed till the 15th floor.

The possession of flats in Phase I of the project is scheduled to be delivered in August 2015 and phase II scheduled to be delivered in September 2016.

The Golden Palms: - The project is located on Noida-Greater Noida Expressway at a very attractive location. The lease hold area allotted to the project is around 39999.76 Sq.m.

The project is under construction and it is scheduled to be completed in three phases, the first phase by 2014-15, second by 2015-16 and third by 2016-2017.

Express Park View II: - The project is located at Plot GH-10C, CHI-V, Expressway, Greater Noida. The lease hold area allotted to the project is around 52493.16 Sq.m.

The Project is under construction and it is scheduled to be completed in three phases, the first phase by 2015-2016, second by 2016-2017 and third by 2017-2018.

The Golden Palm Village: - The project is located at Sector 22A, Yamuna Expressway. The lease area hold area allotted to the project is around 102995.70 Sq.m. The excavation work has commenced alongwith pilling work. It is scheduled to be constructed in seven phases over a period of 10 years.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is conscious of its social responsibility and ensuing CSR in our projects, like avoiding tree-cutting, undertaking tree- planting and rain water harvesting so as to ensure green and healthy environment. The Company will take proactive measures to ensure environment protection.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company''s core activity is Real Estate and related activities which are not power intensive. The Company, however, is making every effort to conserve the usage of power. During the year under review, the Company did not earn any foreign exchange and there were no expenditure in foreign exchange. The other information as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable

PARTICULARS OF EMPLOYEES:

The Company maintained cordial relation with employees. There are no employees coming under the purview of Section 217 (2A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchange, is attached separately in this Annual Report.

CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certificate from the Auditors confirming compliance of Corporate Governance are provided separately in this Annual Report.

PUBLIC DEPOSITS:

The Company has not accepted/renewed any public deposits during the year under review.

DIRECTORS:

The term of Mr. D.P. Goyal, Managing Director expired on July 04, 2014. The Board of Directors, at its meeting held on May 19, 2014, and based on the recommendation of Remuneration Committee Meeting held on even date have re-appointed Mr. D.P. Goyal as Managing Director of the Company for a further period of 2 years w.e.f. July 05, 2014 to July 04, 2016, subject to the approval of Shareholders.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub section (13) states that the provisions of retirement by rotation as defined in sub sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Dr. B. Samal and Mr. Bipin Agarwal, Directors retire at the ensuing Annual General Meeting.

The Company has received Notices in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Act proposing the candidatures of Mr. R.S. Loona, Mr. Venkatesan Narayanan and Mr. Milind S. Desai for the office of Independent Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

Mr. Jayant Godbole has tendered his resignation from the conclusion of Board Meeting held on July 24, 2014.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board reports that:

- In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

- Such accounting policies had been selected and applied consistently and judgments and estimates, made 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 loss of the Company for the year under review;

- Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts for the financial year ended March 31,2014 had been prepared on a ''going concern'' basis.

AUDITORS:

M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W), retire at the conclusion of the ensuing Annual General Meeting. They have been Statutory Auditors of the Company from Financial Year 2008-09 i.e. for a continuous

period of 6 years including Financial Year 2013-2014. In terms of the Companies Act, 2013 ("the new Act") and the Rules framed thereunder, it is proposed to appoint them as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting, until the conclusion of the 24th Annual General Meeting of the Company to be held in the Year 2018 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting).

As required under the provisions of section 139(1) of the new Act, the Company has received a written consent from M/s Deloitte Haskins & Sells, Chartered Accountants to their being appointed and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the new Act.

The Members are requested to elect Auditors as aforesaid.

ACKNOWLEDGEMENT:

The Directors wish to acknowledge and place on record their appreciation to all stakeholders, customers, suppliers, business associates, banks, and Regulatory and Governmental authorities for their cooperation, assistance and support. The Directors also thank all their employees for their dedicated services and the shareholders for their sustained confidence.

For and on behalf of the Board of Directors

Sd/-

Dr. B.Samal

Mumbai, July 24, 2014 Chairman

(DIN: 00007256)

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 19th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2013.

COMPANY PERFORMANCE:

A) Financial Highlights

The salient features of the Company''s fnancial results for the year under review are as follows:

(Rs. In Lakhs)

Particulars For the year ended For the year ended March 31, 2013 March 31, 2012

Total Income 1476.31 2049.03

Proft/(Loss) before Depreciation & Tax (207.93) (126.95)

Less: Depreciation 1.32 1.65

Proft/(Loss) before tax (209.25) (128.60)

Less: Provision for Tax (103) (0.82)

Income tax adjustment for prior Years

Proft/(Loss) after tax (208.22) (127.78)

Add: Balance brought forward (33.91) 93.87

Amount available for appropriation (242.13) (33.91)

Balance carried to Balance Sheet (242.13) (33.91)

B) Operational Highlights: Apart from constructing its own project, the Company has also undertaken project through four Special Purpose Vehicle (SPV) The total income of the Company for the year under i.e three partnership frms and one private limited company. The review at Rs. 1476.31 lakhs was lower by 27.95% to that of the previous year at X 2049.03 lakhs, on account of total lease hold area allotted to the Company alongwith SPV''s is considerable sluggishness in the demand of housing around 2,65,000 sq. meters and total number of fats under various projects and general economic slowdown. This has resulted stages of construction are around 9000. in pre-tax loss of Rs. 209.25 lakhs for the year as against the Projects Owned by the Company: pre-tax loss ofRs. 128.60 lakhs for the preceding year.

Express park View I :- Your Company had been allotted land admeasuring 10043.31Sq.m. by Greater Noida Industrial In view of the losses incurred by the Company, no dividend has Development Authority (GNIDA) under BRS Scheme. A complex been proposed for the year ended March 31, 2013. of 334 apartments of 2/3 BHKtypes in 4 high rise buildings, under the name and style of the Express Park View, is under construction.

BUSINESS:

The project is marketed jointly with Nimbus Projects Ltd. It is Your Company is engaged in Real Estate business, construction of scheduled to be completed in 2013. The structural work of the residential complexes in the National Capital Region ((NCR). It has Project is completed and fnishing work is in progress. acquired plots of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Projects Owned by the Company alongwith SPV''s: Authority (GNIDA), NewOkhala Industrial Development Authority The Hyde Park: - In consortium with Nimbus Projects Limited

(NOIDA) and Yamuna Expressway Authority (YEA). and Supertech Limited, a Special Purpose Partnership Firm was

incorporated as ''IITL NIMBUS THE HYDE PARK NOIDA''. The SPV has undertaken construction of 2044 apartments in 23 high rise buildings, on a land of around 60348.53 Sq.m. allotted on 90 years'' lease by Noida Authority. It is scheduled to be completed in two phases, frst phase by 2013-14 and the second by 2014-15.

The Golden Palms: - The Golden Palms project comprising of 1408 apartments in 14 high rise buildings, is coming up on a land admeasuring around 39999.76 Sq.m. allotted on 90 years'' lease by NOIDA. It is scheduled to be completed by 2014-15. This project has been undertaken through equal equity participation by your company and Nimbus Projects Limited in a Private Limited Company viz Capital Infraprojects Private Limited.

Express Park View II: - In consortium with Nimbus Projects Limited and Assotech Limited a Special Purpose Partnership Firm was incorporated as ''IITL NIMBUS THE EXPRESS PARK VIEW. The SPV has undertaken construction of 1668 apartments on a land of around 52493.16 Sq.m. allotted on 90 years'' lease by GNIDA under Builder Residential Scheme 05/2010-2011. The Project is under implementation and is scheduled to be completed in two phases, the frst phase by 2015-16 and the second by 2017-18.

The Golden Palm Village: - In consortium with Nimbus Projects Limited and Assotech Limited a Special Purpose Firm was incorporated as ''IITL NIMBUS THE PALM VILLAGE''. The SPV has undertaken construction of 3840 apartments. On a land of around 102995.70 Sq.m. Architectural drawing of the projects has been approved by Yamuna Expressway Authority and boundary wall work has been commenced at site. It is scheduled to be constructed in seven phases over a period of 10 years.

PREFRENTIAL ALLOTMENT:

Pursuant to the Special Resolution passed by the Shareholders of the Company through Postal Ballot on December 24, 2012 for issue and allotment of 12% Non Convertible, Cumulative, Redeemable Preference Shares to Promoter, your Company had issued and allotted 70,00,000 (Seventy Lakhs) 12% Non Convertible, Cumulative, Redeemable Preference Shares of the Company on private placement basis, to Industrial Investment Trust Limited (IITL) The Holding Company, of Face Value of Rs. 10/- (Rupees Ten) each, at a price of Rs. 50/- (including a premium of Rs. 40/- per share) aggregating to Rs. 35 Crores.

CHANGE IN SHARE CAPITAL STRUCTURE:

Authorized Share Capital

Pursuant to the Special Resolution passed by the Shareholders of the Company through Postal ballot, the Authorized Share Capital of the Company has been reclassifed into 1,00,00,000 (One Crore) Equity Shares ofRs. 10/- (Rupee Ten Only) each and 1,50,00,000 (One Crore Fifty Lakhs) Preference Shares ofRs. 10/- (Rupee Ten Only) each.

Issued & Paid-Up Share Capital

Consequent upon issue and allotment of Preference Share, the Issued and Paid-Up Share Capital of the Company is divided into 49,90,900 Equity Shares ofRs. 10/-each and 70,00,000 Preference Share ofRs. 10/- each.

INVESTMENT:

During the year under review the Company has made an investment of Rs. 5 Crores towards subscription of 14% Non Convertible, Cumulative, Redeemable Preference Shares (NCCRPS), of Capital Infraprojects Private Limited, which is into the business of real estate and infrastructure development. This is one of the SPV and is constructing the project ''The Golden Palms'', details mentioned elsewhere.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is conscious of its social responsibility and ensuing CSR in our projects, like avoiding tree-cutting, undertaking tree- planting and rain water harvesting so as to ensure green and healthy environment. The Company will take proactive measures to ensure environment protection.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company''s core activity is Real Estate and related activities which are not power intensive. The Company, however, is making every effort to conserve the usage of power. During the year under review, the Company did not earn any foreign exchange and there were no expenditure in foreign exchange. The other information as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES:

The Company maintained cordial relation with employees. There are no employees coming under the purview of Section 217 (2A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchange, is attached separately in this Annual Report.

CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing

Agreement togetherwith a Certifcate from the Auditors confrming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

PUBLIC DEPOSITS:

The Company has not accepted/renewed any public deposits during the year under review.

DIRECTORS:

Appointment

Mr. Jayant Godbole and Mr. Milind Desai who were appointed as Additional Directors on March 4, 2013 and March 23, 2013 respectively, hold offce upto the date of the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member under Section 257 of the Companies Act, 1956, proposing their candidature as Directors of the Company.

The term of Mr. DP. Goyal, Managing Director expired on July 04, 2013. The Board of Directors, at its meeting held on May 14, 2013, and based on the recommendation of Remuneration Committee Meeting held on an even date have re-appointed Mr. DP. Goyal as Managing Director of the Company at revised terms / salary for a further period of 1 year w.e.f. July 05, 2013 to July 04, 2014, subject to the approval of Shareholders.

In accordance with the provisions of the Companies Act, 1956, Mr. R.S.Loona, Director retires by rotation and being eligible, offer himself for re-appointment.

A brief profle of all these Directors containing the details of their age, qualifcations, expertise, other directorships, committee memberships, etc. has been given in the Notice for the ensuing Annual General Meeting.

None of the Directors of the Company are disqualifed under section 274(1)(g) of the Companies Act, 1956.

Resignation

Mr. T M. Nagarajan and Mr. Rajkumar Mittal Directors of the Board ceased to be members on November 15, 2012 and November 27, 2012 respectively, consequent to their resignation. Their leadership, experience, expertise and insights will be remembered with respect. The Board places on record, its deep sense of appreciation forthe services rendered by them during theirtenure as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board reports that:

In the preparation of the annual accounts forthe fnancial year ended March 31, 2013, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

Such accounting policies had been selected and applied consistently and judgments and estimates, made 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 fnancial year and of the loss of the Company forthe year under review;

Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The annual accounts for the fnancial year ended March 31, 2013 had been prepared on a ''going concern'' basis.

AUDITORS:

M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment and confrmed that their appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

You are requested to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of the 19th Annual General Meeting until the conclusion of the 20th Annual General Meeting of the Company.

ACKNOWLEDGEMENT:

The Directors wish to acknowledge and place on record their appreciation to all stakeholders, customers, suppliers, business associates, banks, and Regulatory and Governmental authorities for their cooperation, assistance and support. The Directors also thank all their employees for their dedicated services and the shareholders for their sustained confdence.

For and on behalf of the Board of Directors

Sd/-

D.P.Goyal

Mumbai, August 1, 2013 Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2012.

COMPANY PERFORMANCE:

A) Financial Highlights

The salient features of the Company's financial results for the year under review are as follows:

(Rs. Lakhs)

Particulars For the year ended For the year ended March 31, 2012 March 31, 2011

Total Income 2049.03 1328.49

Profit/(Loss) before Depreciation & Tax (126.95) (13.51)

Less: Depreciation 1.65 1.45

Profit/(Loss) before tax (128.60) (14.96)

Less: Provision for Tax (0.82) 0.40

Income tax adjustment for prior years - (0.39)

Profit/(Loss) after tax (127.78) (14.97)

Add: Balance brought forward 93.87 108.84

Amount available for appropriation (33.91) 93.87

Balance carried to Balance Sheet (33.91) 93.87

B) Operations

The total income of the Company for the year under review at Rs.2049.03 lakhs registered a growth of about 54% over that for the previous year at Rs.1328.49 lakhs, on account of considerable progress in the construction of the housing projects and due recognition of the accrued income in accordance with the accounting standards in force. Pending completion of the projects, the operations, however, resulted in pre-tax loss of Rs.128.60 lakhs for the year as against the pre-tax loss of Rs.14.96 lakhs for the preceding year.

DIVIDEND:

In view of the losses incurred by the Company, no dividend has been proposed for the year ended March 31, 2012. BUSINESS:

Your Company is engaged in Real Estate business, construction of residential complexes in the National Capital Region ((NCR). It has acquired plots of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA), New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). The Company is in the process of implementing, in all, five projects.

i) The Express Park View

Your Company had been allotted land admeasuring 10043.31 Sq.m. by GNIDA on lease for a period of ninety years for development of residential housing project under the Builder Residential Scheme BRS 01/08-09. A complex of 334 apartments of 2/3 BHK types in 4 high rise buildings, under the name and style of the Express Park View, is under construction. The project marketed jointly with Nimbus Projects Ltd. is scheduled to be completed in 2013. The structural work of the Project is on completion stage.

ii) The Express Park View II

On a land of 52493.16 Sq.m. allotted on ninety years' lease by GNIDA under Builder Residential Scheme 05/2010- 2011, a Project envisaging 1592 apartments of varying sizes in high rise buildings is being implemented in consortium with Nimbus Projects Limited and Assotech Limited and through a Special Purpose Partnership Firm 'IITL NIMBUS THE EXPRESS PARK VIEW'. The Project is under implementation and is scheduled to be completed in two phases, the first phase by 2015 and the second by 2016.

It may be mentioned that the above two projects are among the many ongoing housing projects of different builders in NCR. In the wake of certain land acquisition disputes and pursuant to a Court Order, construction works of many projects had to be temporarily suspended, subsequent to close of the year under review, till formal approval of the revised Master Plan 2021. The above two projects of your Company have also been impacted temporarily. It is reported that the plan has since been cleared by the Statutory Committee of the NCR Planning Board and recommended to the Planning Board.

iii) The Hyde Park

In consortium with Nimbus Projects Limited and Supertech Limited, and through a Special Purpose Partnership Firm, 'IITL NIMBUS THE HYDE PARK NOIDA', the company has undertaken a project of construction of 1916 apartments ranging in size from 1BHK to 4BHK, in 23 high rise buildings, on a land of 60348.53 Sq.m. allotted on ninety years lease by NOIDA. It is scheduled to be completed in two phases, first phase by 2013 and the second by 2015. Around 75% of the structural work is complete in Phase I and around 25% in Phase II.

iv) The Palm Village

This project undertaken in consortium with Nimbus Projects Limited and Assotech Limited and through Special Purpose Partnership Firm 'IITL NIMBUS THE PALM VILLAGE' is coming up on the land of 102995.70 Sq.m. allotted on ninety years leasehold basis under the Builders Residential Scheme YEA- GH -02/2011. The Project envisages construction of affordable residential units and is scheduled to be constructed in seven phases over a period of 10 years. Lease Deed with YEA has been executed and the Layout Plan has been submitted to the Local Body for approval.

v) The Golden Palm

The Golden Palm project comprising of 1276 apartments in 14 high rise buildings, is coming up on a land admeasuring 39999.76 Sq.m. allotted on ninety years' lease by NOIDA. Scheduled to be completed by 2014, this project has been undertaken through equal equity participation by your company and Nimbus Projects Limited in the Capital Infraprojects Private Limited.

ISO CERTIFICATION 9001:2008:

Your Directors are determined to ensure that the Company adopts and follows with consistency high standards of operational systems and procedures. It is a matter of satisfaction that your Company has obtained ISO 9001:2000 Certification on October 21, 2011.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is conscious of its social responsibility. It would be its earnest endeavor to avoid tree-cutting and undertake tree- planting and rain water harvesting so as to ensure green and healthy environment.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company's core activity is Real Estate & Real Estate related activities which are not power intensive. The Company, however, is making every effort to conserve the usage of power. During the year under review, the Company did not earn any foreign exchange and there was no expenditure in foreign exchange. The other information as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

The Company maintained cordial relation with employees. There are no employees coming under the purview of Section 217 (2A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report.

CORPORATE GOVERNANCE:

A detailed report on Corporate Governance and a certificate from M/s Deloitte Haskins & Sells, Statutory Auditors of the Company, confirming compliance with the Corporate Governance Practices as required under Clause 49 of the Listing Agreement form part of the Annual Report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

DIRECTORS:

In accordance with the Articles of Association of the Company, the Board of Directors appointed Mr. T. M. Nagarajan as an Additional Director on February 3, 2012. The Company has received a notice under Section 257 of the Companies Act along with requisite deposit from a member, proposing the candidature of Mr. T. M. Nagarajan for the office of Director at the forthcoming Annual General Meeting.

In accordance with the Articles of Association of the Company, Dr B. Samal and Mr. Venkatesan Narayanan, Directors retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

A brief profile of all these Directors containing the details of their age, qualifications, expertise, other directorships, committee memberships, etc. has been given in the Notice for the ensuring Annual General Meeting.

None of the Directors of the Company are disqualified under section 274(1)g of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board reports that:

- In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

- Such accounting policies had been selected and applied consistently and judgments and estimates, made 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 loss of the Company for the year under review;

- Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts for the financial year ended March 31, 2012 had been prepared on a 'going concern' basis. AUDITORS:

M/s. Deloitte Haskins & Sells, Chartered Accountants ( Firm Registration No 117365W), Statutory Auditors of the Company will retire on conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their reappointment, if made, will be in accordance with the limits specified under section 224(1B) of the Companies Act, 1956. The shareholders' approval will be sought for their reappointment at the AGM.

ACKNOWLEDGEMENT:

The Directors wish to acknowledge and place on record their appreciation to all stakeholders - customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. The Directors also thank all their employees for their dedicated services and the shareholders for their sustained confidence.

For and on behalf of the Board of Directors

Sd/-

D.P.Goyal

Mumbai, August 9, 2012 Managing Director

Mar 31, 2010

The Directors of your Company present the Sixteenth Annual Report together with the audited annual accounts for the financial year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rs. in lacs) Particulars For tne For tne year ended year ended

31 st March, 2010 31 st March, 2009

Total Income 59.04 50.30

Profit before Depreciation & Tax (52.03) 13.66

Less: Depreciation 2.23 0.51 Profit before tax (54.25) 13.15

Less: Provision for Tax (1.17) 3.25

Income tax adjustment for prior years 2.14 2.08

Profit after tax (55.22) 7.82

Add: Balance brought forward 164.06 156.23 Amount available for appropriation 108.84 164.05

Balance carried to Balance Sheet 108.84 164.05

OPERATIONS

Total Income for the year under review at Rs.59.04 lacs was about 4% higher than that for the previous year at Rs. 50.30 lacs. The Company, however, incurred a pre tax loss of Rs.54.25 lacs for the year as against profit before tax at Rs.13.15 lacs in the previous year. The post-tax loss for the year 2009-10, amounted to Rs. 55.22 lacs as against post-tax profit of Rs.7.82 lacs for the earlier year.

The rise in the income for the financial year 2009-10 was due to higher Consultancy fee earned. As the income from the housing projects being implemented would arise and would be recognized in the books, commensurate with the progress in bookings and construction and in accordance with the relevant accounting standards, the Company incurred loss for the year.

DIVIDEND

In view of the loss, your Directors regret their inability to recommend any dividend for the year 2009-10.

PROJECT

Your Company had been allotted land by Greater Noida Industrial Development Authority (GNIDA) for development of Housing Project under their Builders Residential Scheme. On actual measurement, the extent of land was 10,043.31 sq.m. (as against 10,800 sq.m. indicated originally), a necessary Correction Deed has been

executed. Site development work is in progress. The project envisages construction of 320 residential units and it is scheduled to be completed over a period of 3 years. The marketing of this Project will be undertaken jointly with NCJ International Limited, under the name and style The Express Park View.

During the year under review, the Company forming a consortium with NCJ International Limited (NIMBUS group) and Supertech Limited, bid for allotment of land at Sector 78, Noida from New Okhla Industrial Development Authority (NOIDA). The bid was successful.

Pursuant to a bidding stipulation of NOIDA, an SPV was formed, subsequent to close of the year, in the form of a partnership firm named IITL - NIMBUS THE HYDE PARK NOIDA to secure possession of the land allotted and implement an affordable housing project.

The SPV has taken possession of the allotted land admeasuring 60,348.53 sq.m. The project envisages construction of about 2000 residential units, affordable, cost-wise, but modern, facility-wise, over a period of about 5 years.

SHARE CAPITAL

Pursuant to the approval of Members, the authorised share capital of the Company stands increased, in two stages, from Rs 10 crores to Rs 15 crores and from Rs. 15 crores to Rs. 25 crores.

Rights Issue, as approved by the members, is on the verge of launching.

CHANGE OF NAME

In order to reflect the fact that your Company now belongs to IITL group, it has been decided to change its name to "IITL Projects Limited", subject to compliance with necessary formalities.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

Shri. D.P.Goyal was appointed as Additional Director w.e.f. 3rd July, 2010 in terms of Section 260 of the Companies Act, 1956. He holds the office as Director up to the date of the forthcoming Annual General Meeting. Your Company received a notice in writing from a Member proposing his candidature for the office of Director.

Shri. D.P.Goyal was appointed as Managing Director of the Company w.e.f. 5th July, 2010 for the period of 3 years. A resolution is being placed before members at the ensuing Annual General Meeting for their approval for the terms of his appointment.

Shri. T.M.Nagarajan, Chairman of the Company relinquished his executive position w.e.f. 3rd July, 2010. He continues to be on the Board as Non- Executive Chairman of the Company.

Shri. R.S.Loona and Shri. R.K.Mittal, Directors of the Company are due to retire by rotation at the ensuing Annual General Meeting and being eligible, seek re-appointment.

The details of the appointment and re-appointment of the aforesaid Directors together with their nature of expertise in specified functional areas and names of Companies in which they hold office as Director and / or the Chairman / Membership of Committees of Board, are provided in the notice of the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES:

There were no such employees as mentioned in the Section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed:

- that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to any material departure;

- that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the sate of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There were no foreign exchange earning and outgo during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE:

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms part of the Report.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants ( Firm Registration No 117365W), Statutory Auditors of the Company will retire on conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limits specified under section 224(1 B) of the Companies Act, 1956. Members are requested to consider their reappointment as Auditors for the financial year ending 31 st March 2011 at remuneration to be decided by your Board of Directors or any Committee thereof.

INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with the employees during the year under review.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of cooperation and support extended by employees, banks, Government authorities, Regulators, Stock Exchanges, joint venture partners, other stakeholders, and shareholders of the Company.

For and on behalf of the Board of Directors

Sd/-

T. M. Nagarajan Chairman

Mumbai, 20th July, 2010

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Directors Report of IITL Projects Ltd.

Financial Performance

Results of operations and State of Companyâs affairs

Business Overview

Details of Subsidiary Companv/Associate Companies/JointVenture

Transfer to Reserves:

Management Discussion and Analysis

Change in Capital Structure

Annual Return

Compliance with Secretarial Standards

Internal Financial controls and their adequacy

Board of Directors and Key Managerial Personnel

Board of Directors

Key Managerial Personnel

Familiarization Programme

Evaluation of Board, its Committees and Individual Directors

Meetings of the Board

Attendance of Directors at the Board Meetings during the financial year 2024-2025 and at the Annual General Meeting (AGM):

Name of the Director Category No. of Board Meetings held Attendance at the AGM held

Directorsâ Responsibility Statement

Corporate Governance

Declaration by Independent Directors

Nomination and Remuneration Policy

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

Conservation of energy, technology absorption, foreignexchange earnings and outgo:

(C) Foreign exchange earnings and Outgo: Not ApplicableRisk Management

Related Party Transactions

Corporate Social Responsibility (CSR)

Vigil Mechanism / Whistle Blower Policy

Auditors and Auditorsâ Report

Statutory Auditor

Auditorsâ Report

Internal Auditor

Secretarial Audit

Significant and material orders passed by the regulators

Notes:

Public Deposits

Disclosure under the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013

Disclosure under Maternity Benefit Act 1961

General

Acknowledgement

Bipin Agarwal Dr. Bidhubhusan Samal

Place: MumbaiDate: August 06, 2025

Financial Performance

Results of operations and State of Companyâs affairs

Takeover of the Company

Consolidated Accounts

Business Overview

Projects developed / being developed by the Companythrough Joint Venture Partnership Firms, namely:

1. The Hyde Park:

2. The Golden Palms:

3. Express Park View-II:

4. The Golden Palm Village:

5. Golden Palms Facility Management Private Limited(GPFMPL):

Statement containing salient features of Associate Companies

Transfer to Reserves:

Management Discussion and Analysis

Change in Capital Structure

Annual Return

Compliance with Secretarial Standards

Internal Financial controls and their adequacy

Board of Directors and Key Managerial Personnel

Board of Directors

Key Managerial Personnel

Familiarization Programme

Evaluation of Board, its Committees and Individual Directors

Meetings of the Board

Directorsâ Responsibility Statement

Corporate Governance

Declaration by Independent Directors

Nomination and Remuneration Policy

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

Conservation of energy, technology absorption, foreignexchange earnings and outgo:

(C) Foreign exchange earnings and Outgo: Not ApplicableRisk Management

Related Party Transactions

Corporate Social Responsibility (CSR)

Vigil Mechanism / Whistle Blower Policy

Auditors and Auditorsâ Report

Statutory Auditor

Auditorsâ Report

Results of operations and State of Companyâs affairs

Details of Subsidiary Companv/Associate Companies/Joint
Venture

Directorsâ Responsibility Statement

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

Conservation of energy, technology absorption, foreign
exchange earnings and outgo:

(C) Foreign exchange earnings and Outgo: Not Applicable
Risk Management

Auditors and Auditorsâ Report

Auditorsâ Report

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

Place: Mumbai
Date: August 06, 2025

Results of operations and State of Companyâs affairs

Projects developed / being developed by the Company
through Joint Venture Partnership Firms, namely:

5. Golden Palms Facility Management Private Limited
(GPFMPL):

Directorsâ Responsibility Statement

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

Conservation of energy, technology absorption, foreign
exchange earnings and outgo:

(C) Foreign exchange earnings and Outgo: Not Applicable
Risk Management

Auditors and Auditorsâ Report

Auditorsâ Report

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

Place: Mumbai
Date: August 13, 2024