Dear Members,
Your Directors have pleasure in presenting the 18th Annual Report together with the
Audited Statement of Accounts of our Company for the year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE
The Company's Financial Performance for the year ended 31st March, 2025 is summarized
as under:
Rs. in Lakhs
Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
5598.41 |
2849.91 |
| Other Income |
111.30 |
23.01 |
Total Income |
5709.71 |
2872.92 |
Profit before Finance Cost, Depreciation, Exceptional |
524.07 |
339.02 |
Item and Tax |
|
|
Less: Finance Cost |
31.09 |
12.17 |
Profit before Finance Cost, Depreciation, Exceptional |
492.98 |
326.85 |
Item and Tax |
|
|
Less: Depreciation |
47.28 |
48.17 |
| Profit Before Exceptional Item & Tax |
445.70 |
278.68 |
| Less: Exceptional Item |
- |
- |
| Profit Before Tax |
445.70 |
278.68 |
(Less): Current Tax |
115.14 |
73.86 |
| Deferred Tax |
3.12 |
2.97 |
| Income Tax earlier years |
2.48 |
11.24 |
Profit for the Year |
324.96 |
190.61 |
Earnings Per Share (EPS) |
|
|
Basic |
6.43 |
3.79 |
Diluted |
3.17 |
3.79 |
2. STATE OF COMPANY'S AFFAIRS
Total Revenue from operations of the Company increased by 96.44% from Rs. 2849.91 Lakhs
in FY 2023-24 to Rs. 5598.41 Lakhs in FY 2024-25. The profit before interest, depreciation
and tax increased from Rs. 339.02 Lakhs in FY
2023-24 to Rs. 524.07 Lakhs in FY 2024-25.
Profit before tax from continuing operation increased by 59.93% from Rs. 278.68 Lakhs
in FY 2023-24 to Rs. 445.70 Lakhs in FY 2024-25. The profit after tax on continuing
operation increased by 70.48% from Rs. 190.61 Lakhs in FY
2023-24 to Rs. 324.96 Lakhs in FY 2024-25.
3. DIVIDEND
The Board of Directors of the Company, at its meeting held on 30th May 2025,
recommended a final dividend of Rs. 0.15 per equity share (1.5% on the face value of Rs.
10 each) for the Financial Year 2024-2025. The payment is subject to the approval of the
shareholders at the ensuing AGM of the Company scheduled to be held on Wednesday,
September 24, 2025 and will be paid on and from Friday, September 26, 2025.
The Record Date fixed for determining entitlement of Members to finaldividend for the
financial year ended March 31, 2025, if approved at the AGM, is Thursday, September 18,
2025.
4. THE AMOUNTS TRANSFERRED TO RESERVES, IF ANY
The Board of Directors of the Company has not proposed to transfer any amount to the
General reserve during the fiscal year 2025.
5. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of the business of
the Company.
With the approval of the shareholders in the Extraordinary General Meeting held on July
15, 2025, the Company has amended the object clause of the Memorandum of Association (MOA)
by inserting new business activities related to the production and distribution of solar
energy and renewable energy, EV maintenance and other ancillary services etc.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments, which affect the financial
position of the Company, that have occurred between the end of the financial year to which
the financial statements relate and the date of this report.
7. SHARE CAPITAL
During the review period, there has been changed in the share capital of the company as
follows:
A. Authorised Capital and Changes thereon, if any
The Authorized Share Capital of the Company is increased from Rs. 6,00,00,000/- (Rupees
Six Crore only) comprising
60,00,000 (Sixty Lakhs) equity shares of Rs. 10/- (Rupee Ten) each to Rs.
20,00,00,000/- (Rupees Twenty Crore Only) comprising 2,00,00,000 (Two Crore) equity shares
of Rs. 10/- (Rupee Ten) each as on 31st March 2025.
B. Paid-up Capital and Changes thereon, if any
During the year under review, the company has allotted 5,70,000 fully paid up equity
shares of Rs. 10/- each pursuant to conversion of equivalent number of warrants.
Consequently, the paid-up share capital of the Company is increased from Rs 5,02,87,260/-
(Rupees Five Crore Two Lakh Eighty-Seven Thousand Two Hundred and Sixty) divided into
50,28,726 (Fifty Lakh Twenty-Eight Thousand Seven Hundred and Twenty-Six) equity shares of
Rs.
10/- to Rs. 5,59,87,260/- (Rupees Five Crore Fifty-Nine Lakh Eighty- Seven Thousand Two
Hundred and Sixty only), divided into 55,98,726 (Fifty-Five Lakh Ninety-Eight Thousand
Seven Hundred and Twenty-Six) equity shares of Rs.
10/- (Rupees Ten only).
The paid-up share capital of the company as of 31st March 2025 is Rs. 5,59,87,260/-
(Rupees Five Crore Fifty-Nine
Lakh Eighty- Seven Thousand Two Hundred and Sixty only), divided into 55,98,726
(Fifty-Five Lakh Ninety-Eight
Thousand Seven Hundred and Twenty-Six) equity shares of Rs. 10/- (Rupees Ten only).
8. PREFERNTIAL ISSUE OF EQUITY SHARE WARRANTS
During the year under review, the company has issued and allotted 1,00,40,000 (One
Crore Forty Thousand) Convertible Equity Share Warrants (“Warrants”) to certain
39 investors including members of the promoter and promoter group, at an issue price of Rs
71/- per Warrant (including a premium of Rs 61/- per warrant), aggregating to Rs.
71,28,40,000/-
(Rupees Seventy-One Crore Twenty-Eight Lakh and Forty Thousand Only) for cash
determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, 2018
as on the Relevant Date i.e. 14th June, 2024. The said warrants were allotted by the Board
of Directors on July 29, 2024 upon receipt of 25% upfront margin i.e Rs 17,82,10,000/-
(Rupees
Seventeen Crore Eighty-Two Lakh and Ten Thousand only). Each Warrant holder is entitled
to receive one equity share of the Company against one Warrant held by him/her. The
warrant holders may apply for conversion their warrants into fully paid-up equity shares
within 18 (Eighteen) months from the date of warrant allotment, upon payment of the
remaining balance of Rs 53.25 per warrant.
Till the date of this Board report, 7,64,000 have been converted into equity shares and
92,76,000 warrants are outstanding for conversion into equity shares. Your company has
timely informed the stock exchanges and fulfilled all statutory compliances in respect of
said allotment of warrants and conversion of warrants into the equity shares.
9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary and Associate Company(s) and has not entered
into any Joint Venture Agreement during the year under review.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Composition of the Board of Directors
As of the date of the report, the Board of Directors of the Company comprises eight (7)
Directors. The Composition of the Board of Directors is as under:
Sr.No. Name of the Director |
DIN |
Designation |
| 1 Mr. Gaurav Mittal |
01205129 |
Managing Director |
| 2 Mr. Chetan Prakash Mittal |
01205222 |
Executive Director |
| 3 Mrs. Premlata Mittal |
01205175 |
Executive Director |
| 4 Mrs. Archana Gangal |
09752403 |
Non-Executive Director |
| 5 Mr. Komaligam Narayanan Jayaraman |
09762539 |
Independent Director |
| 6 Mr. Mridul Rastogi |
09775344 |
Independent Director |
| 7 Mrs. Ira Agarwal |
10478057 |
Independent Director |
B. Appointment/Cessation/ change in designation of Directors
During the year under review, following appointments/cessations/changes in designation
of Directors were made: a. Mrs. Ira Agarwal (DIN: 10478057) was re-appointed as
Independent Director of the Company for the period of 4
(Four) years with effect from January 29, 2025 to January 28, 2029. b. Mr. Manoj Gupta
(DIN:06585081), Independent Director of the Company ceased to be a Director of the Company
with effect from the close of business hours on August 30, 2024 due to term completion in
the company.
Mr. Chetan Prakash Mittal (DIN: 01205222), Director liable to retires by rotation, and
being eligible offered himself for re-appointment, was re-appointed at the 17th AGM of the
Company.
C. Key Managerial Personnel (KMP)
Throughout the reviewed year, there have been no changes in the appointments of the Key
Managerial Personnel (KMP) of the Company.
Name of KMP |
Designation |
Date of Appointment/ Change in Designation |
| Mr. Chetan Prakash Mittal |
Chief Financial Officer |
13th October, 2022 |
| Ms. Pooja Gupta |
Company Secretary & Compliance Officer |
07th November, 2022 |
D. Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration and the same can be accessed on the Company's website at its weblink i.e.,
https://itconsinc.com/images/policies/NOMINATION-AND-REMUNERATION-POLICY.pdf.
The objective and broad framework of the Remuneration Policy is to consider and
determine the remuneration, based on the fundamental principles of payment for
performance, for potential, and for growth. The Remuneration
Policy reflects on certain guiding principles of the Company interests of the Company
and its shareholders, promoting a culture of meritocracy and creating a linkage to
corporate and individual performance, and emphasizing on professional competence and
market competitiveness so as to attract the best talent. It also ensures the effective
recognition of performance and encourages a focus on achieving superior operational
results.
The Nomination and Remuneration Committee recommends the remuneration of Directors and
Key Managerial Personnel, which is then approved by the Board of Directors, subject to the
approval of shareholders, wherever necessary. The level and composition of remuneration
shall be reasonable and sufficient to attract, retain and motivate the directors, key
managerial personnel, and other employees of the Company required to run the Company
successfully.
E. PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination
and Remuneration Policy of the Company, the Nomination and Remuneration Committee
(“NRC”) and the Board has carried out the annual performance evaluation of the
Board, its Committees and individual Directors by way of individual and collective
feedback from Directors. The Independent Directors have also carried out annual
performance evaluation of the Chairperson, the Non-Independent directors and the Board as
a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC,
prepared after taking into consideration inputs received from Directors, were used for
carrying out the evaluation process. The Directors expressed their satisfaction with the
evaluation process.
11. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met at Regular Intervals to transact business, and the gap
between two meetings was less than one hundred and twenty days. During the Financial Year
2024-2025, twenty-one (21) meetings of the Board of Directors of the Company were held on
the following dates:
08.05.2024, 30.05.2024, 20.06.2024, 29.07.2024, 14.08.2024, 31.08.2024, 31.08.2024,
26.09.2024, 01.10.2024, 14.11.2024, 29.11.2024, 23.12.2024, 31.12.2024, 07.01.2025,
10.01.2025, 18.01.2025, 17.02.2025, 15.03.2025, 19.03.2025,
26.03.2025, 29.03.2025,
Details of attendance of Directors in the Board meeting during the financial year
2024-25 are as under:
Name of the Director |
Role |
Number of Meetings for which the Director was entitled to attend |
Attendance at the Board Meeting |
| Mr. Gaurav Mittal |
Managing Director |
21 |
21 |
| Mrs. Prem Lata Mittal |
Executive Director |
21 |
20 |
| Mr. Chetan Prakash Mittal |
Executive Director |
21 |
21 |
| Mrs. Archana Gangal |
Executive Director |
21 |
20 |
Mr. Komaligam Narayanan Jayaraman |
Independent Director |
21 |
20 |
| Mr. Mridul Rastogi |
Independent Director |
21 |
20 |
| Mr. Manoj Gupta ** |
Independent Director |
05 |
2 |
| Mrs. Ira Agarwal |
Independent Director |
21 |
20 |
** Mr. Manoj Gupta (DIN:06585081 ceased to be a Director of the Company with effect
from the close of business hours on 30th August 2024 due to term completion.
12. SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, a separate meeting of Independent Directors without the
attendance of Non-Independent
Directors and members of the Management, was held on 10th Day of February, 2025, as
required under Schedule IV of the Companies Act, 2013 (Code for Independent Directors)
read with Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015.
The Independent Directors inter-alia reviewed the performance of the Non-Independent
Directors, Chairman of the Company and the Board as a whole.
13. COMMITTEES OF BOARD OF DIRECTORS
The Board has constituted the committees of the Board with specificterms of reference
as per the requirements of the SEBI Listing Regulations and the Companies Act, 2013:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
The Board is responsible for constituting, assigning, co-opting and fixing the terms of
reference for members of various committees
A. AUDIT COMMITTEE
The Board has set up a qualified and Independent Audit Committee in compliance with the
requirements of Regulation 18 of SEBI Listing Regulations, read with Section 177 of the
Act. During the period under review, the
Board of Directors of the Company accepted all the recommendations of the Audit
Committee. The Audit Committee comprises of the following members:
S.No. Name of Director |
Designation |
Category |
| 1 Mr. Mridul Rastogi |
Chairman |
Non-Executive and Independent Director |
| 2 Mr. Komaligam Narayanan Jayaraman |
Member |
Non-Executive and Independent Director |
| 3 Mr. Chetan Prakash Mittal |
Member |
Executive Director & CFO |
During the year under review, the Audit Committee met 6 (Six) times: 30.05.2024,
29.07.2024, 31.08.2024, 14.11.2024, 18.01.2025, 15.03.2025.
The Company Secretary acts as the Secretary of the committee.
B. NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee has been constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing
Regulation. The Company complies with the provisions relating to the Nomination and
Remuneration Committee in terms of Regulation 19 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 as well as in terms of the provisions of
Section 178 of the Companies Act, 2013.
The Nomination and Remuneration Committee comprises of the following members:
S.No. Name of Director |
Designation |
Category |
| 1 Mr. Mridul Rastogi |
Chairman |
Non-Executive and Independent Director |
2 Mr. Komaligam Narayanan Jayaraman |
Member |
Non-Executive and Independent Director |
| 3 Mrs. Archana Gangal |
Member |
Non-Executive Director |
The Company Secretary acts as the Secretary of the committee.
During the year under review, the Nomination & Remuneration Committee met 2 times:
31.08.2024 and 10.01.2025.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted the Shareholders/Investors Grievance Committee as per the
provision of section 178 of Chapter XII of Companies Act-2013 and as per Regulation 20
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to specifically
look into the redressal of Shareholders complaints.
S.No. Name of Director |
Designation |
Category |
| 1 Mrs. Archana Gangal |
Chairman |
Non-Executive Director |
| 2 Mrs. Ira Agarwal** |
Member |
Non-Executive and Independent Director |
3 Mr. Komaligam Narayanan Jayaraman |
Member |
Non-Executive and Independent Director |
The Company Secretary acts as the Secretary of the committee.
During the year under review, the Stakeholders Relationship Committee met 2 times:
02.09.2024 and 10.02.2025 There has been no complaint pending as of 31st March 2025.
** Members may please note that during the year under review, the Stakeholders
Relationship Committee was reconstituted on 31.08.2025 due to the cessation of Mr. Manoj
Gupta as Independent Director of the Company and member of the committee and in place of
him Mrs. Ira Agarwal was appointed as member of the committee.
14. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the Listing Regulations, the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27, 46(2)(b) to (i) and
(t) and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the
Company as the Company has listed its securities on SME Exchange.
15. VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics comprising
senior Executives of the Company. Protected disclosures can be made by a whistle blower
through an e-mail or letter. The policy on vigil mechanism may be accessed on the
Company's website at https:// itconsinc.com/.
16. CODE OF CONDUCT
Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI
(Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company
is under an obligation to adopt a policy on Code of Conduct for all the Members of the
Board of Directors and Senior Management. As per the said Regulation, the Board of
Directors adopted the Policy on code of conduct for all the Members of Board of Directors
and Senior management of the Company.
17. PLEDGE OF PROMOTER'S SHAREHOLDING
No promoter holding is under pledge.
18. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility is not
applicable to the company.
19. RISK MANAGEMENT POLICY
The Company has well well-laid-out risk management policy, which periodically assesses
the threats and opportunities that will impact the objectives set for the Company as a
whole. The policy is designed to provide the categorisation of risks into threats and
their causes, impact, treatment and control measures. As a part of the Risk Management
Policy, the relevant parameters for protection of the environment, safety of operations
and health of people at work are monitored regularly.
20. CODE FOR PREVENTION OF INSIDER TRADING
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (‘PIT Regulations'), the Company has formulated the Code
of Conduct for Prevention of Insider Trading (“Code”) to regulate and monitor
trading by Designated Persons (DPs) and their immediate relatives. The Code, inter alia,
lays down the procedures to be followed by DPs while trading/ dealing in Company shares/
derivatives and while sharing Unpublished Price Sensitive Information (UPSI). The Code
includes the Company's obligation to maintain the digital database, mechanism for
prevention of insider trading and handling of UPSI, process to familiarise with the
sensitivity of UPSI, transactions which are prohibited and manner in which permitted
transactions in the securities of the Company shall be carried out.
21. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a ‘Policy for Prevention of Sexual Harassment' to prohibit, prevent or deter
any acts of sexual harassment at workplace and to provide the procedure for the redressal
of complaints pertaining to sexual harassment, thereby providing a safe and healthy work
environment, in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition &
Redressal) Act 2013 and the rules thereunder (“POSH Act”). The Company has
complied with the provisions relating to the constitution of the Internal Committee under
the POSH Act. The composition of the IC (Internal Committee) is as follows:
S.No. Name of Officer/ Member |
Designation |
| 1 Ms. Pooja Gupta |
President |
| 2 Mrs. Archana Baluni |
Member |
| 3 Mr. Sunil Kumar |
Member |
| 4 Mrs. Sarita Shukla |
External Member |
During the year under review, the case of sexual harassment was reported to the
Internal Committee (“IC”) as follows:
(a) Number of complaints of sexual harassment received in the year -NIL (b) Number of
complaints disposed off during the year ? NIL
(c) Number of cases pending for more than ninety days ? NIL
22. IN CASE OF A COMPANY COVERED UNDER SUB-SECTION (1) OF SECTION 178, COMPANY'S POLICY
ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF SECTION 178
The Company has laid out the policy for Directors' appointment and remuneration, which
determines the terms of appointment, qualification, independence of Directors, along with
remuneration payable. The policy is designed to provide such terms for appointment and
levels of remuneration such that they attract, retain and motivate Directors of the
quality and ability required to run the Company successfully.
23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, no instances of fraud committed against the Company by
its officers or employees were reported by the Statutory Auditors and Secretarial
Auditors, under Section 143(12) of the Act, to the Audit Committee or the Board of
Directors of the Company.
24. AUDITORS
a. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder,
M/s. Devesh Parekh & Co., Chartered Accountants, Delhi (Firm Registration No:
031422N), were appointed as Statutory Auditors of your Company to hold office from the
conclusion of 16th Annual General Meeting (“AGM”) for a period of five years
till the conclusion of the 21th AGM of your Company to be held in the year 2028.
M/s. Devesh Parekh & Co., Chartered Accountants have
confirmedtheireligibilityandqualification required under the Act for holding the office,
as Statutory Auditors of the Company.
b. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company Re- appointed Mrs. Snehal Kashyap, Practicing Company Secretary (CP No.
19254, FCS No. 12748) to conduct Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report of Mrs. Snehal Kashyap, Practising Company Secretary for the
financial year ended March 31, 2025, is annexed as “Annexure A”.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
During the year under review, the Company has complied with all the applicable
provisions of the Secretarial Standards.
c. INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, the Board of Directors Re- appointed M/s. Aditi Gupta & Associates (FRN:
034291N) as an Internal Auditor of the Company for the financial Year 2024-25.
d. COST AUDITORS AND ITS RECORDS
The provisions of section 148 of Companies Act, 2013 about maintenance of cost records
and audit are not applicable to the Company.
25. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE ?
a. BY THE STATUTORY AUDITOR IN HIS REPORT
The Statutory Auditors have not given any qualification, reservation, Adverse remark or
Disclaimer in their Report for the financial year ended 31st March, 2025. The Observations
made by the been dealt with in an Independent Auditor's Report and its Annexures forming
part of this Annual Report, and hence do not require any further clarification. b. BY
THE COMPANY SECRETARY IN PRACTICE IN SECRETARIAL AUDIT REPORT;
The Secretarial Audit Report for the FY 2024-25 confirms that the Company has complied
with the provisions of the applicable laws and does not contain any observation or
qualification, requiring explanation or comments from the Board, under Section 134(3) of
the Act. The Secretarial Audit Report issued by Ms. CS Snehal Kashyap, Practising Company
Secretary (COP No. 19254), is enclosed as Annexure-A and forms a part of this Report.
26. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Board of Directors had laid down internal financial controls with reference to the
financial statements to be followed by the Company and that such internal financial
controls are adequate and operating effectively. During the year, such controls were
tested and no reportable material weakness in the design or operation was observed.
27. WEBLINK OF ANNUAL RETURNS
In terms of provisions of section 92, 134(3)(a) of the Companies Act, 2013, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the details forming
part of extract of the Annual Return are hosted on https://www.
itconsinc.com/images/Draft_MGT_7_financial_year_2024_2025.pdf By virtue of the amendment
to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an
extract of Annual Return (Form MGT-9) as part of the Board's report.
28. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF
SECTION 149
The Company has received necessary declarations from all the Independent Directors of
the Company under Section
149(7) of the Companies Act, 2013, confirming that they meet the criteria of
Independence laid down in Section 149(6) of the Companies Act, 2013.
29. DEPOSITS
During the year under review, the Company has neither invited nor accepted deposits
from the public/members under
Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.
30. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as amended from time
to time.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of loans, guarantees and investments covered under Section 186 of the Companies
Act, 2013 form part of the Notes to the financial statements provided in this Integrated
Annual Report.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has in place a Policy on Related Party Transactions, and the same can be accessed on the
Company's website at its weblink i.e., https://www.itconsinc.
com/images/policies/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf.
All transactions with Related Parties are placed before the Audit Committee for
approval. All related party transactions that were entered into during the financial year
were on an arm's length basis and in the ordinary course of business, the particulars of
such transactions aredisclosed financial statements. Disclosures of related party
thenotestothe are self-explanatory and have transactions of the Company with the
promoter/promoter group which holds 10% or more shareholding in the Company, if any, is
given in note to the standalone financial statements.
All the related party transactions that were entered into during the year were on an
arm's length basis and in ordinary course of business. The nature of related party
transaction require disclosure in AOC -2, the same is annexed as
“Annexure-B”.
33. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND
EMPLOYEES
The information required to be disclosed in the Board's Report pursuant to Section 197
of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is attached to this report as “Annexure C”.
34. STATUTORY DISCLOSURES
None of the Directors disqualifiedas per the provisions of Section 164(2) of the
Companies Act, of your Company
2013. Your Directors have made necessary disclosures, as required, under various
provisions of the Companies Act, 2013 and SEBI LODR (Listing of Obligations and
Disclosures Requirements) 2015.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There has been no significant and material order passed by concern status of the
Company and its future operations.
36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review, no application has been made under the Insolvency and
Bankruptcy Code, 2016 by the
Company.
37. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED
a. Conservation of energy
Your Directors are of the opinion that with respect to conservation of energy and
technology absorption as prescribed under Section 134(3)(m) of the Companies Act 2013 read
with the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of
business activities of the Company and hence, are not required to be given. b.
Technology absorption
The company is using latest technology and indigenization, which keeps on absorbing
latest technology for the betterment of society at large. c. Foreign exchange earnings
and Outgo
Your company has the following Foreign Exchange Earnings and Outgo (after converting
into INR) during the year:
Foreign Exchange Earnings |
NIL |
Foreign Exchange Outgo |
NIL |
38. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), the Management discussion and analysis is set
out herein and forms part of this Integrated
Annual Report.
39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the year under review, no valuation has been done either at the time of one-time
settlement, if any, with Banks / Financial Institutions or while taking loans from the
Banks or Financial Institutions, if any. Accordingly, no details are required to be
disclosed.
40. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE WITH THE PROVISIONS
RELATING TO THE MATERNITY BENEFITS ACT, 1961.
During the year under review, the Company has complied with the provisions relating to
the maternity benefits the Maternity Benefits Act 1961 for the well-being of employees.
41. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The listed entity shall disclose the following details in its annual report, as long as
there are shares in the demat suspense account or unclaimed suspense account, as
applicable:
S.NO. Particulars |
|
1 The aggregate number of shareholders and the outstanding shares in
the suspense account lying at the beginning of the year |
NIL |
2 Number of shareholders who approached the listed entity for the
transfer of shares from the suspense account during the year |
NIL |
3 Number of shareholders to whom shares were transferred from the
suspense account during the year. |
NIL |
4 Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year |
NIL |
5 That the voting rights on these shares shall remain frozen till the
rightful owner of such shares claims the shares |
NIL |
42. DIRECTOR RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Board of Directors of
the Company confirms that: a. In the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards read with requirements set out under
Schedule III to the Act have been followed, and there are no material departures from the
same. b. The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2025 and
of the profit of the Company for the year ended on that date. c. The Directors have taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities. d. The Directors have
prepared the annual accounts on a ‘going concern' basis. e. The Directors have laid
down internal financial controls, which are adequate and are operating effectively. f. The
Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
43. ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The Board also places on record its
appreciation for the continued cooperation and support received by your Company during the
year from investors, bankers, financial institutions, customers, business partners, all
regulatory and government authorities and other stakeholders.
| By order of the Board of Directors |
| For ITCONS E-SOLUTIONS LIMITED |
Gaurav Mittal |
Chetan Prakash Mittal |
| Managing Director |
Director & CFO |
| DIN: 01205129 |
DIN: 01205222 |
| Date: May 30, 2025 |
| Place: New Delhi |
|