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EQUITY - MARKET SCREENER

Industrial Investment Trust Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
501295
INE886A01014
177.7969447
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
IITL
0
330.21
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Sep 05, 2026 08:39 PM

Dear Shareholders,

Your Directors are pleased to present the Ninety Third Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31, 2026.

Financial Performance

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

(` in Lakhs)

Particulars Financial Year ended
Standalone Consolidated
31-Mar-26 31-Mar-25 31-Mar-26 31-Mar-25
Total Income (1,715.79) 1,496.27 (1,535.98) 1,730.27
Profit/(loss) before Interest, (1,463.81) 624.74 (1,310.75) 776.14
Depreciation & Tax (EBITDA)
Finance Charges 39.43 40.74 39.43 40.74
Depreciation 195.48 223.73 196.04 223.92
Exceptional Items - - - -
Net Profit / (Loss) before tax for the year (1,698.72) 360.27 (1,546.22) 511.48
Provision for Tax (including for earlier years) / Deferred Tax (366.51) 39.14 (337.22) 77.17
Share in Profit / (Loss) for from the Associate/Joint Ventures for the year - - - -
Net Profit/(Loss) After Tax (1,332.21) 321.13 (1,209.00) 434.30
Other comprehensive income for the year 5.04 (4.72) 5.12 (4.89)
Net Profit/(Loss) during the year (1,327.17) 316.41 (1,203.88) 429.42
Closing Other comprehensive income - - - -
Profit/(Loss) brought forward from previous year (9,977.68) (10,434.59) (9,889.22) (10,054.05)
Share in Profit / (Loss) - - (35.41) (33.80)
Attributable to Minority interest - transfer to property, plant and equipment on reclassification - - - -
- transfer to non-controlling interest - - - -
-Other Comprehensive income/ (expenses) attributable - - - -
Impact of Merger - 204.72 - (166.57)
Items of other comprehensive income recognized directly in retained earnings: - - 7.95 -
- Remeasurements of post- employment benefit obligation, net of tax
Profit / (Loss) carried to (11,304.84) (9,913.46) (11,118.56) (9,825.00)
Balance Sheet
From this, the Directors have transferred to:
Special Reserve - 64.23 - 64.23
General Reserve - - - -
Capital Redemption - - - -
Reserve
Leaving a balance to be carried forward (11,304.84) (9,977.68) (11,118.56) (9,889.22)

*Previous year figures have been regrouped / rearranged wherever necessary.

Indian Accounting Standards

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

Results of operations and state of Company ' s affairs

During the year, the Company has reported a pre-tax loss of 1,698.72 lakhs as compared to pre-tax profit of 360.27 lakhs in the previous year. The Company reported a total loss of 1,715.79 lakhs compared to a total income of 1,496.27 lakhs in the previous year. After initial recognition, the company measures its investments in quoted assets (except investment in Subsidiaries) at Fair Value through profit and loss account.

Net Loss on fair value changes for the above transactions in the current year is 3,528.81 lakhs compared to a Net Loss of 758.94 lakhs in the previous year. Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with Reserve Bank of India (Non-Banking Financial Companies – Prudential Norms on Capital Adequacy) Directions, 2025 stood at 101.07 % above the regulatory minimum of 15%.

Your Company ' s asset size is 404.48 crores. The Company hasreceived a certificate N.R.

Suresh and Company LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors' Report (Reserve

Bank of India) Directions, 2016 confirming compliances carried out by the Company.

Business Overview

The Company is registered with Reserve Bank of India (RBI) as a Non-Deposit taking Non- Banking Financial Company (NBFC) and is classified as a NBFC-Investment and Credit Company

(NBFC-ICC). Since October 01, 2022, it has been categorized as a Base Layer NBFC (NBFC-BL) pursuant to the Scale Based Regulation (SBR) put forth by the RBI. It is primarily a Holding Company, holding investments in its subsidiary(ies). The activities of the Company comprises of Investment in equity shares, quoted as well as unquoted, units of mutual funds, Fixed deposits with renowned banks, Treasury Bills, Corporate loans. The Committee of Investments / Loans is entrusted with the power to make investments and grant loans and the Board of Directors is apprised of the investments / loans made by the Company and monitors the deployment of resources on regular basis. The details of the Company's investments and analysis of securities held are given in Note 7 to the Balance Sheet as on March 31, 2026.

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

BUYBACK OF SHARES AND OBJECTIVE FOR THE BUYBACK:

The Board in its meeting held on August 05, 2026 considered the accumulated Free Reserves as well as cash liquidity reflected in the last Audited Standalone and Consolidated Financial Statements as on March 31, 2026. Considering the comfortable reserves, the cash surplus and liquidity, the Board decided to allocate upto Rs. 25,00,00,050/- (Rupees Twenty Five Crores Fifty Only) for distributing to the shareholders holding equity shares of the Company through the Buyback Offer. The proposed Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for business operations .

The Buyback will help the Company to distribute surplus funds to its shareholders holding equity shares in proportion to their shareholding thereby enhancing the overall return to the shareholders and it will also enable in improving return on equity by reduction in the equity base thereby leading to long term increase in shareholders value. Incidentally, the share premium gets utilised for the purposes permitted under the Act.

The Equity Shares will be bought back on a proportionate basis method,from all the Public Shareholders through the " Tender Offer " as prescribed under Regulation 4(iv)(a) of the SEBI Buyback Regulations, and, subject to applicable laws, facilitated through the stock exchange mechanism as specified under the " Mechanism for acquisition of share through Stock Exchanges " prescribed under the SEBI Circulars. As the buy-back being through stock exchange mechanism, it is subject to STT and the shareholders get a tax advantage in the form of Capital Gains. Apart from the above, there are no material changes and commitments affecting the financial position of the Company and the date between the end of the financial of the Board's Report.

Dividend

Your Directors regret to inform you that the Company has not recommended any dividend for the financial year 2025-2026

Management Discussion and Analysis

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

Change in Capital Structure

Pursuant to the merger of wholly-owned subsidiary companies namely (i) IIT Investrust Limited; and (ii) IITL Management and Consultancy Private Limited ( " Transferor Companies " ) with the April 01, 2025, the authorized share Company, capital of the Company increased from 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 3,50,00,000 (Three Crores

Fifty Lakhs) Equity Shares of 10/- (Rupees Ten) each to 65,00,00,000/- (Rupees Sixty Five Crores Only) divided into 6,50,00,000 (Six Crores Fifty Lakhs) Equity Shares of 10/- (Rupees Ten) each.

During the year, the Company has not issued any shares or convertible securities. The Company does not have any Scheme for issue of shares including sweat equity to the employees or Directors of the Company.

As on March 31, 2026, the issued, subscribed and paid up share capital of your Company stood at 22,54,75,500/-, comprising 2,25,47,550 Equity Shares of 10/- each.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website on https://iitlgroup.com/static/investors.aspx

Compliance with Secretarial Standards

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

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2025-26, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiary company, as approved by their respective Board of Directors.

Subsidiary Company, Associate and Joint Venture Company

The Scheme of Amalgamation of IIT Investrust Limited ('First Transferor company' or 'IIT Investrust') and IITL Management and Consultancy Private Limited ('Second Transferor company' or 'IITL Management') (collectively referred as Transferor companies) with Industrial Investment Trust Limited ('Transferee Company' or 'IITL') and their respective shareholders which was filed with National Company Law Tribunal, Mumbai Bench (NCLT) on November 16, 2024 was passed by an Order approving the said Scheme . of Amalgamation on March 19, 2025. The appointed date for the Scheme was April 01, 2024 and the Effective date for the Scheme was April 01, 2025.

During the year under review, the Subsidiary company, IITL Investment Advisors Private Limited filed an application on March 26, 2026 for its strike off in the Companies Act, 2013 for removal of its name from the Register of Companies.

The Ministry of Corporate Affairs has issued STK-7 Notice No: STK-7/001335/2026 dated June 22, 2026 for Striking Off and Dissolution of 'IITL Investment Advisors Private Limited' and approved the STK-2 application vide email dated June 23, 2026 confirmingthat the name 'IITL Investment Advisors Private Limited' has been struck off from the Register of Companies w.e.f. June 22, 2026 and the said company stands dissolved. Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient features of the financial statement of company's subsidiaries, is given as Annexure 1 .

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

Subsidiary Companies: a. IITL Projects Limited - (IITLPL) IITLPL is listed on BSE Limited.

IITLPL is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR). It has acquired a plot of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA).

The revenue from operations of IITL Projects Limited for the March 31, 2026 was NIL (Previous Year financial : Rs. 20,71,340/-). The total IncomeofIITLPLforthefinancial year ended March 31, 2026 is Rs. 1,80,81,380/- as compared to Rs. 2,35,00,230/- in the previous year.

IITLPL hasearnedanetprofitof Rs. 1,25,21,920/- during the year as against Rs. 31,47,11,590/- during the previous year (considering an exceptional income in the previous year of Rs. 35,06,85,110/- due to reductioninFairValueofPreference .e.f. April 09, 2026. Shares).

As on March 31, 2026, the Company does not have any

Associate and Joint Venture Companies.

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. M/s Sheetal Patankar & Co., Chartered Accountants, a consulting / audit firm were appointed for determining the adequacy and operating effectiveness of the existing Internal Financial 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.Theoperatingstaffare complying with the requirements.

Directors and Key Managerial Personnel

Directors

In terms of the provisions of the Act, Mr. S. Thiruvenkatachari (DIN: 10424695), Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Re-appointment of Mr. S. Thiruvenkatachari forms part of the Notice convening the ensuing Annual General Meeting. The profile and particulars of experience that qualify Mr. S. Thiruvenkatachari for Board membership, are disclosed in the said Notice.

Key Managerial Personnel

Based on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors appointed Mr. Gorakh Ingale as Group Chief Financial Officer of the Company as well as designated him as " Key Managerial Personnel " (KMP), pursuant to Sections 2(51) and 203 of the Companies Act,

2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, w.e.f. November 12, 2025.

Mr. Sagar Jaiswal tendered his resignation from the post of Chief Financial Officer (KMP) of the Company from the close of the business hours on August 31, 2025. Mr. Sameer Gaikwad tendered his resignation from the post of CEO-NBFC Operations from the close of the business hours on April 23, 2026.

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Dr. Bidhubhusan Samal, Executive Chairman, Mr. Bipin Agarwal, Managing Director, Mrs. Cumi Banerjee, Chief

Executive Officer (Secretarial, Legal and Admin) and Company Secretary and Mr. Gorakh Ingale, Group Chief Financial Officer.

Appointment of Chief Executive Officer NBFC

Based on the recommendation of the Nomination and Remuneration

Committee, the Board of Directors appointed Mr. Mithilesh Kumar, ChiefExecutiveOfficer NBFC

Familiarisation Programme

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

Controls weblink is https://iitlgroup.com/static/about-us.aspx

Meetings of the Board

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

Directors ' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that: (a) In preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) 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, 2026 and loss of the Company for the year ended on that date;

(c) Proper and sufficient of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing com/files/policies_ and detecting fraud and other irregularities; (d) The annual accounts have been prepared on a going concern basis;

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

(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 Practicing Certificate Company Secretariesconfirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Confirmations and Declarations from the Independent

Directors

The Company has received declarations from all the Independent

Directors of the Company, confirming that, they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairsfor empanelment in the databank of Independent Directors. Further, the Board members are satisfied No.- 6418/2025), towithregard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management employees

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

Nomination_Remuneration_Policy.pdf

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

Related Party Transactions

The Company has laid down a Related Party Transaction (RPT) Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company's weblink viz. https://iitlgroup._

Policy_on_materiality_of_Related_Party_Transactions.pdf All Related Party Transactions are placed before the Audit Committee and also the Members / Board for their approval, wherever necessary. The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note 36 to the Standalone Financial Statements forming part of this report.

All RPTs entered during the financial year by the Company are in ordinary course of business and on an arms' length basis. Particulars of material contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Directors' Report.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is disclosed on the Company's website https://iitlgroup.com/files/policies/Corporate%20Social%20 Responsibility%20Policy%20-%20final.pdf

The Annual Report on CSR is attached to this Report as

Annexure 3. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Ms. Payal Vyas, Practicing Company Secretary and a Peer Reviewed

Company Secretary (Membership No.: ACS-18594, COP No. undertake 26152 and Peer review certificate the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 4 and forms an integral part of this report.

The Secretarial Audit Report does not contain any qualifications or reservations.

Annual Secretarial Compliance Report

M/s. Chandanbala Jain & Associates, Practicing Company

Secretaries (CP No. 6400) have submitted Annual Secretarial Compliance Report for the financial year 2025-26 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder and the same was submitted to stock exchanges within the permissible time limit.

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

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

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

Capital Adequacy Ratio

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ( " RBI Directions " ) stood at 101.07 % above the regulatory minimum of 15%. Your Company's asset size is ` 404.48 crores.

The Company has received a certificate from the Auditors of the Company, Maharaj N R Suresh and Co LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors ' Report (Reserve Bank) Directions, 2016 confirming the compliances carried out by the Company.

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

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

(A) Conservation of energy: Not Applicable (B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: During the year under review, the Company did not earn income in foreign exchange but incurred expenditure in foreign exchange of Rs. 7.39 lakhs.

Risk Management

The Company has formulated a Risk Management Policy. The Company has formed a separate Risk Management Committee order to whichidentifies, address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Board's review and necessary action.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the 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://iitlgroup.com/files/policies/ Vigil_Mechanism_Whistle_Blower_Policy.pdf

Evaluation of the Board, its Committees and individual Directors

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

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2025-26 was initiated by the Nomination and Remuneration Committee, by sending out questionnaires designed for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole. The Committee also forwarded their inputs to the Board for carrying out the Performance Evaluation process effectively.

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

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

Auditors and Auditors ' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, Maharaj N R Suresh and Co LLP, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration No. ICAI

FRN No. 001931S / S000020, have been appointed as the Statutory Auditors of the Company for a term of five years starting from the conclusion of 89 th Annual General Meeting held on September 24, 2022 till the conclusion of the 94th Annual General Meeting of the Company to be held in the year 2027.

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

Compliance with regard to Circular issued by National Financial Reporting Authority (NFRA) dated January 07, 2026

In accordance with the Circular dated January 07, 2026 issued by

National Financial Reporting Authority (NFRA), the Board, at its meeting held on February 04, 2026, upon the recommendation of the Audit Committee and in consultation with the Statutory Auditors, approved the framework to ensure effective two-way communication between Those Charged With Governance (TCWG) and the Statutory Auditors.

Significant and material orders passed by the regulators

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

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

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

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

Equity_shares_of_last_seven_consecutive_years_transferred-to-IEPF-on-or-before-October%2022,2022.pdf

Particulars of Employees and related disclosures

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

S. No. Name of Director / KMP and Designation % increase / (decrease) in Remuneration in the financial year 2025-26 Ratio of remuneration of each Director / to median remuneration of employees
1 Dr. Bidhubhusan Samal, Executive Chairman 9.51 4.60
2 Mr. Bipin Agarwal, Managing Director Not Applicable 7.98
3 Ms. Sujata Chattopadhyay, Independent Director -20.00 0.99
4 Mr. Milind S. Desai, Independent Director -37.00 1.44
5 Mr. S. Thiruvenkatachari (Representative of LIC of India), Non-Executive Director ~ -29.53 1.16
6 Mr. Shankar Narayan Mokashi, Independent Director Not Applicable 1.05
7 Mr. Narayanan Rangarajan, Independent Director Not Applicable 1.21
8 Ms. Cumi Banerjee, CEO (Secretarial, Legal & Admin) & Company Secretary 44.00 7.90
Officer# 9 Mr.SagarJaiswal,GroupChiefFinancial Not Applicable Not Applicable
10 Mr. Sameer Gaikwad, Chief Executive Officer - NBFC Operations 13.02 6.10

# Remuneration not comparable since Mr. Gorakh Ingale was appointed as Group Chief Financial Officer by Board w.e.f. November 12, 2025 and hence his remuneration is for part of the year 2025-26.

Notes:-i) The remuneration of the Non-Executive Directors paid to them for the financial year 2025-26 consists of sitting fees only and Increase in remuneration is based on various factors such as Director's participation in Board and Committee Meetings during the year, other responsibilities undertaken, such as Membership or Chairmanship of Committees, etc.

ii) Median remuneration of employees of the Company during the financial year 2025-2026 was 9,02,213/-.

iii) Median remuneration of employees of the Company during the financial year 2024-2025 was 7,48,785/-. In the financial year, there was an increase of 20.49% in the median remuneration of employees.

iv) There were 20 (Male: 13 and Female: 7) confirmed employees on the rolls of the Company as on March 31, 2026.

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 2025-26 was 23.42% whereas the increase in the managerial remuneration for the same financial year was 27.06%. (This excludes the salaries of the newly joined and resigned employees during the same financial year). vi)It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

GENERAL

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

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

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

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

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

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

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

Public Deposits

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

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

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. The Company has complied with provisions relating to the constitution of Internal

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

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

S r . 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

The Code on Social Security, 2020 - Maternity Benefit

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961 / the Code on Social Security, 2020.

Acknowledgement

Your Directors place on record their appreciation for employees, who have contributed to the growth and performance of your Company. Your Directors thank the Reserve Bank of India (RBI), Bankers, Shareholders and Advisors of the Company for their continued support. Your Directors also thank the Central and State Governments and other statutory authorities / regulators for their continued support.

For and on behalf of the Board
Industrial Investment Trust Limited
Dr. Bidhubhusan Samal
Chairman
(DIN: 00007256)