Directors Report of ITCONS E-Solutions Ltd.

Mar 31, 2025

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:

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 final dividend 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 such as aligning remuneration with the long-term
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 specific terms of reference as per the requirements of the
SEBI Listing Regulations and the Companies Act, 2013:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ 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

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 confirmed their eligibility and qualification 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 Auditors are self-explanatory and have
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 are disclosed in the notes to the financial statements. Disclosures of related party
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 of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act,
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 any regulators or courts or tribunals, impacting the going
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(3Xm) 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 under
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

Mar 31, 2024

Your Directors have pleasure in presenting the 17th Annual Report together with the Audited Statement of Accounts of our Company for the year ended 31st March, 2024.

1. FINANCIAL PERFORMANCE

The Company''s Financial Performance for the year ended 31st March, 2024 is summarized as under:

Rs. in Lakhs
Particulars	FY 2023-24	FY 2022 - 23
Revenue from Operations	2849.91	2829.18
Other Income	23.01	12.78
Total Income	2872.92	2841.96
Total Expenses	2594.24	2616.15
Profit Before Tax	278.68	225.81
(Less): Current Tax	73.86	49.92
Deferred Tax	2.97	(6.56)
Income Tax earlier years	11.25	9.79
Profit for the Year	190.60	172.67

2. STATE OF COMPANY''S AFFAIRS

The Company is engaged in the business of Manpower supply, Recruitment and Staffing services.

The Total revenue for the current year is Rs. 2849.91 lakhs in comparison to Last year''s revenue i.e. Rs. 2829.18 lakhs. The Net Profit for the current year is Rs. 190.60 Lakhs in comparison to Rs. 172.68 Lakhs last year.

Our goal is to create long-term value for our shareholders and for this the management is constantly working hard and exploring new opportunities in the business and the management is confident that the it will position the company for long-term success and growth in the coming years.

3. DIVIDEND

Considering future growth prospects for the company, the Board of Directors decided to retain the profits earned and therefore does not recommend any dividend for the financial year 2023-2024.

4. THE AMOUNTS TRANSFERRED TO RESERVES, IF ANY

Pursuant to provisions of section 134(1)(j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to General reserve out of the net profit of the Company for the financial year 2023-2024.

5. THE CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review, there has been no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred from the closure of the financial year till the date of this report.

7. SHARE CAPITAL

During the period under review, there''s no change in the Share Capital of your Company.

A. Authorized Capital and Changes thereon, if any

The Authorized Share Capital of your Company is Rs. 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 (Sixty Lakh) Equity Shares of Rs.10/- (Rupees Ten) each as on 31st March 2024.

B. Paid up Capital and Changes thereon, if any

The Paid-up Share Capital of your Company is Rs. 5,02,87,260/- (Rupees Five Crore Two Lakh Eighty-Seven Thousand Two Hundred Sixty Only) divided into 50,28,726 (Fifty Lakh Twenty - Eight Thousand Seven Hundred and Twenty-Six) Equity Shares of Rs. 10/- (Rupees Ten Only) each as on 31st March 2024.

8. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

During the year under review, the Company utilized the proceed of Rs. 416.53 lakhs were raised through public issue in FY 2022-23. Details of utilization of fund as on 31st March, 2024 are as under:

B. Appointment/Cessation/ change in designation of Directors During the year under review, following appointment / cessation or change in designation of directors were made:
Name of Director	DIN/ PAN	Designation	Date of Appointment/ Change in Designation	Nature of Change
Mr. Subodh Ranjan Sachdeva	00533454	Independent Director	09th August, 2023	Cessation
Mr. Ayush Jindal	09752380	Non-Executive Director	31^st August, 2023	Cessation
Mr. Manoj Gupta	06585081	Independent Director	31^st August, 2023	Appointment
Mrs. Ira Agarwal	10478057	Independent Director	29th January, 2024	Appointment

Original Objects		Original Allocation (Rs. in lakhs)	Funds Utilized (Rs. in lakhs)	Amount of Deviation/ Variation for the quarter according to applicable object
Working requirements.	capital	600.00	600.00	Nil
Issue related and General expenses	expenses corporate	267.00	267.00	Nil
Total		867.00	867.00	-

C. Key Managerial Personnel (KMP) During the year under review, the following persons appointed as 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 last year carry forwarded unutilized proceed of Rs. 416.53 Lakhs is kept in fixed deposit and bank accounts of the Company and it is utilized in the FY 2023-2024.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate Company and has not entered into any Joint Venture Agreement during the year under review.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Composition of Board of Directors

A. As on the date of the report, the Board of Directors of the Company comprises of total Eight (8) 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. Manoj Gupta	06585081	Independent Director
6	Mr. Komaligam Narayanan Jayaraman	09762539	Independent Director
7	Mr. Mridul Rastogi	09775344	Independent Director
8	Mrs. Ira Agarwal	10478057	Independent Director

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-POL-ICY.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 such as aligning remuneration with the long-term 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 running 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.

H. 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 2023-24, Eight (08) meetings of the Board of Directors of the Company were held on the following dates: 18.04.2023, 30.05.2023, 16.06.2023, 31.08.2023, 30.09.2023, 14.11.2023, 29.01.2024, 06.03.2024.

Details of attendance of Directors in the Board meeting during the financial year 2023-24 are as under:

Name of the Director	Number of Meetings which Director was entitled to attend	Attendance at the Board Meeting
Mr. Gaurav Mittal	08	08
Mrs. Prem Lata Mittal	08	08
Mr. Chetan Prakash Mittal	08	08
Mr. Ayush Jindal (resigned w.e.f. August 31, 2023)	03	03
Mrs. Archana Gangal	08	08
Mr. Komaligam Narayanan Jayaraman	08	08
Mr. Mridul Rastogi	08	08
Mr. Manoj Gupta	04	04
Mr. Subodh Ranjan Sachdeva (Sudden Death on August 09,2023)	03	03
Mrs. Ira Agarwal	01	01

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 16th Day of February, 2024, 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 specific terms of reference as per the requirements of the SEBI Listing Regulations and the Companies Act, 2013:

A. Audit Committee

B. Nomination and Remuneration Committee

C. 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 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: 17.04.2023, 30.05.2023, 31.08.2023, 30.09.2023, 14.11.2023, 27.02.2024.

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: 31.08.2023 and 29.01.2024.

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	Mr. Manoj Gupta	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: 14.10.2023 and 16.02.2024.

There were no investor''s complaints pending as on 31st March, 2024.

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. 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.

18. RISK MANAGEMENT POLICY

The Company has well laid out risk management policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of risks into threats and its causes, impact, treatment and control measures. As a part of the Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

19. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESAL) 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 IC 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, no case of sexual harassment was reported to the Internal Committee ("IC").

20. 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 well 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.

21. 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 confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

23. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT

The Auditors have not given any qualification, reservation, Adverse remark or Disclaimer in his Auditor Report for the financial year ended 31st March, 2024. The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditor''s Report and its Annexures forming part of this Annual Report and hence do not require any further clarification.

24. 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 appointed Mrs. Snehal Kashyap, Practicing Company Secretary (CP No. 19254, FCS No. 12748) to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report of Mrs. Snehal Kashyap, Practicing Company Secretary for the financial year ended March 31, 2024 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.

25. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Director appointed M/s. Aditi Gupta & Associates (FRN: 034291N) as an Internal Auditor of the Company for the financial Year 2023-24.

26. COST RECORDS AND AUDIT

The provisions of section 148 of Companies Act, 2013 about maintenance of cost records and audit are not applicable to the Company.

27. 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.

28. 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 2023 2024.pdf. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

29. DIRECTOR RESPONSIBILITY STATEMENT

a. Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

b. In the preparation of the annual accounts for the year ended March 31, 2024, 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.

c. 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, 2024 and of the profit of the Company for the year ended on that date.

d. 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.

e. The Directors have prepared the annual accounts on a ''going concern'' basis.

f. The Directors have laid down internal financial controls, which are adequate and are operating effectively

g. 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.

30. 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.

31. 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.

32. 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.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 are disclosed in the notes to the financial statements. Disclosures of related party 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".

34. 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".

35. STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

37. 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.

38. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED

1. 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.

2. Technology absorption

The company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

3. Foreign exchange earnings and Outgo

Your company has the following Foreign Exchange Earning and Outgo (after converting into INR) during the year: Foreign Exchange Earnings - Rs. 1,84,24,450.00 /-Foreign Exchange Outgo - Nil

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management''s discussion and analysis is set out herein and forms part of this Integrated Annual Report.

40. 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.

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:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil.

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil.

c. (c) number of shareholders to whom shares were transferred from suspense account during the year; Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil.

e. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Nil.

42. 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.

Mar 31, 2023

Your Directors have pleasure in presenting the 16^thAnnual Report together with the Audited Statement of Accounts of our Company for the Year ended 31^stMarch, 2023.

1. FINANCIAL PERFORMANCE

The Company''s Financial Performance for the year ended 31^st March, 2023 is summarized as under:

Particulars	FY 2022 - 23	FY 2021 - 22
Revenue from Operations	2820.31	1818.04
Other Income	21.65	2.32
Total Income	2841.96	1820.36
Total Expenses	2616.15	1654.78
Profit Before Tax	225.80	165.58
(Less): Current Tax	49.92	37.02
Deferred Tax	(6.56)	(0.31)
Income Tax earlier years	9.79	-
Profit for the Year	172.65	128.87

2. STATE OF COMPANY''S AFFAIRS

The Company is engaged in the business of Manpower supply, Recruitment and Staffing services.

The Total revenue for the current year is Rs. 2820.31 lakhs in comparison to Last year''s revenue i.e. Rs. 1818.04 Lakhs.

The Net Profit in the current year is Rs. 172.65 Lakhs in comparison to Rs 128.87 Lakhs last year.

This year has been a memorable year for all of us as during this year the company launched its IPO and listed its equity shares on the SME platform at the Bombay Stock Exchange. Our goal is to create longterm value for our shareholders and for this the management is constantly working hard and exploring new opportunities in the business. Earlier, the company was only providing IT staffing services. It now plans to enter the general staffing business as well. The management is confident that the expansion of the business will position the company for long-term success and growth in the coming years.

3. DIVIDEND

Considering future growth prospects for the company, the Board of Directors decided to retain the profits earned and therefore does not recommend any dividend for the financial year 2022-2023.

4. THE AMOUNTS TRANSFERRED TO RESERVES, IF ANY

5. THE CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review, there has been no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred from the closure of the financial year till the date of this report.

7. LISTING OF SHARES

During the year under review the company launched its IPO for 17,00,000 Equity Shares of Rs. 10/- each for cash at a price of Rs.51/- per equity share, including a share premium of Rs. 41/- per Equity share, aggregating to Rs. 867.00 Lakhs (The "Issue"). The Public Issue was opened for subscription on 28^thFebruary, 2023 and closed on 02^nd March, 2023 in terms of Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the "SEBI (ICDR) Regulations"). The Company had registered its Prospectus dated 17^th February, 2023 with the Registrar of Companies, Delhi.

The Issue was subscribed to an extent of 15.69 times i.e Net Subscription of Rs. 1360272000/- for 26672000 equity shares after eliminating technically rejected and bid not banked applications.

The Company has allotted 17, 00, 000 equity shares on 06^th of March 2023 and the same was listed on Bombay

Stock Exchange SME platform, Mumbai on 13^th of March 2023.

The Company has paid the annual listing fee for the financial year 2022-2023.

The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0O601019. To provide service to the Shareholders, the Company has appointed M/s. Cameo Corporate Services Limited, Subramanian Building", #1, Club House Road, Chennai -600002, India as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

8. SHARE CAPITAL

A. Authorized Capital and Changes thereon, if any

The Authorized Share Capital of the Company is Rs.

6.00. 00.000/- (Rupees Six Crore Only) divided into

60.00. 000 (Sixty Lakh) Equity Shares of Rs.10/-(Rupees Ten) each.

During the year authorized capital of the Company was increased from Rs.3,00,000/- (Rupees Three Lakh Only) to Rs. 6,00,00,000/- (Rupees Six Crore Only) in the Extra - Ordinary General Meeting of the Company held on 13^th June, 2022.

B. Paid up Capital and Changes thereon, if any

The Paid-up Share Capital of the Company is Rs. 5,02,87,260/- (Rupees Five Crore Two Lakh Eighty-Seven Thousand Two Hundred Sixty Only) divided into 50, 28, 726 (Fifty Lakh Twenty - Eight Thousand and Seven Hundred Twenty-Six) Equity Shares of Rs. 10/-(Rupees Ten Only) each.

During the year, the Company had issued Shares by way of following Allotments:

9. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

During the year under review, the Company raised funds aggregating to Rs. 8.67 Crores through public issue. The Company has utilized the funds raised through issue for the purpose as stated in the Letter of Offer. Details of utilization of fund as on 31^st March, 2023 are as under:


Original Objects	Original Allocation	Funds Utilized	Amount of Deviation/ Variation for the quarter according to applicable object
Working capital requirements,	600.00	198.52	Nil
Issue related expenses and General corporate expenses	267.00*	251.95	Nil
Total	867.00	450.47

The unutilized proceed of Rs. 416.53 Lakhs is kept in fixed deposit and bank accounts of the Company and it is proposed to be utilized in the FY 2023-2024.

* There has been no deviation in the deployment of funds for the Working Capital Requirement as mentioned in the Prospectus dated February 17, 2023. However, Under the head "Issue related expenses'' in the objects, against the deployment schedule of ? 127 lakhs, the Company has spent ? 251.95 lakhs. The excess amount of ?124.95 Lakhs has been recouped from General Corporate Expenses.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate Company and has not entered into any Joint Venture Agreement during the year under review.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of Board of Directors

As on the date of the report, the Board of Directors of the Company comprises of total Eight (8) 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	Mr. Ayush Jindal	09752380	Non-Executive Director
5	Mrs. Archana Gangal	09752403	Non-Executive Director


6	Mr. Komaligam Narayanan Jayaraman	09762539	Independent Director
7	Mr. Mridul Rastogi	09775344	Independent Director
8	Mr. Subodh Ranjan Sachdeva	00533454	Independent Director

B. Appointment/Cessation/ change in designation of Directors

During the year under review, following appointment / cessation or change in designation of directors were made:

Name of Director

DIN

PAN

Designation

Date of

Appoint

ment/

Change

Designa

tion

Nature of Change

Mr. Gaurav Mittal

0120

5129

Managing

Director

13^th

October,

2022

designation

Mr. Ayush Jindal

0975

2380

Non

Executive

Director

₁₃th

October,

2022

Appoint

ment

Mrs.

Archana

Gangal

0975

2403

Non

Executive

Director

13th

October,

2022

Appoint

ment

Mr.

Komaliga

Narayanan

Jayaraman

0976

2539

Independent

Director

₁₃th

October,

2022

Appoint

ment

Mr.

Subodh

Ranjan

Sachdeva

0053

3454

Independent

Director

13th

October,

2022

Appoint

ment

Mr. Mridul Rastogi

0977

5344

Independent

Director

01^st

November , 2022

Appoint

ment

Mrs. Swati Jain

0120

5082

Director

₀₁st

October,

2022

Cessation

C. Key Managerial Personnel (KMP)

During the year under review, the following persons appointed as Key Managerial Personnel (KMP) of the Company:

Name of KMP

Designation

Date of Appointment/

Change in Designation

Mr. Chetan Prakash Mittal

Chief Financial Officer

13^th

October, 2022

Ms.	Company	07^th November, 2022
Pooja Gupta	Secretary &
	Compliance Officer

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 such as aligning remuneration with the long-term 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 running 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 NonIndependent 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.

12. 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 2022-23, Twenty - One (21) meetings of the Board of Directors of the Company were held on the following dates: 07.04.2022,

19.05.2022, 27.06.2022, 18.07.2022, 21.07.2022,

26.07.2022, 04.08.2022, 07.09.2022, 10.09.2022,

01.10.2022, 12.10.2022, 31.10.2022, 07.11.2022,

15.11.2022, 19.11.2022, 28.12.2022, 29.12.2022,

03.01.2023, 27.01.2023, 27.02.2023, 06.03.2023.

Details of attendance of Directors in the Board meeting during the financial year 2022-23 are as under:

Name of the Director	Number of Meetings which Director was entitled to attend	Attendance at the Board Meeting
Mr. Gaurav Mittal	21	21
Mrs. Prem Lata Mittal	21	21
Mr. Chetan Prakash Mittal	21	21
Mr. Ayush Jindal	10	6
Mrs. Archana Gangal	10	10
Mrs. Swati Jain (resigned w.e.f. October 01, 2022)	10	10
Mr. Komaligam Narayanan Jayaraman	10	10
Mr. Mridul Rastogi	9	9
Mr. Subodh Ranjan Sachdeva	10	10

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors without the attendance of NonIndependent Directors and members of the Management, was held on 30^th Day of March, 2023, 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.

14. COMMITTEES OF BOARD OF DIRECTORS

The Board has constituted the committees of the Board with specific terms of reference as per the requirements of the SEBI Listing Regulations and the Companies Act, 2013:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, coopting and fixing the terms of reference for members of various committees.

A. 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 2 times: 28.12.2022 and 29.12.2022.

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 1 time: 22.11.2022.

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	Mr. Subodh Ranjan Sachdeva	Member	Non-Executive and Independent Director
3	Mr. Ayush Jindal	Member	Non-Executive Director

The Company Secretary acts as the Secretary of the committee.

During the year under review, the Stakeholders Relationship Committee met one time: 31.03.2023.

There were no investor''s complaints pending as on 31^st March, 2023.

15. 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.

16. 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/.

17. 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.

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

20. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESAL) 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 IC 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, no case of sexual harassment was reported to the Internal Committee ("IC").

21. 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

22. STATUTORY AUDITORS

M/s. GBSG & Associates, Chartered Accountants (Firm Registration No: 031422N) were appointed as statutory Auditors of the Company to fill casual vacancy caused by resignation of M/s Sumit Gupta & Co., Chartered Accountants (Firm Registration No: 022622N), in terms of Section 139 (8) of the Companies Act, 2013 and they shall hold office until the conclusion of the ensuing Annual General Meeting of the Company. M/s. GBSG & Associates, Chartered Accountants expressed their unwillingness to reappoint as statutory auditors in the ensuing AGM of the Company due to their professional pre-occupation.

The Board of Directors of the Company has, based on the recommendation of the Audit Committee, proposed the appointment of M/s. Devesh Parekh & Co., Chartered Accountants, Delhi (Firm Registration No: 031422N) as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the ensuing 16^th Annual General Meeting of the Company till the conclusion of the 21^st Annual General Meeting to be held in the year 2028, for the approval of the Members in the ensuing AGM of the Company.

M/s. Devesh Parekh & Co., Chartered Accountants have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

24. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT

The Auditors have not given any qualification, reservation, Adverse remark or Disclaimer in his Auditor Report for the financial year ended 31^st March, 2023. The Observations made by the Auditors are selfexplanatory and have been dealt with an Independent Auditor''s Report and its Annexures forming part of this Annual Report and hence do not require any further clarification.

25. 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 appointed Mrs. Snehal Kashyap, Practicing Company Secretary (CP No. 19254, FCS No. 52407) to conduct Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report of Mrs. Snehal Kashyap, Practicing Company Secretary for the financial year ended March 31, 2023 is annexed as "Annexure B".

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.

26. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Director appointed Mr. Vimal Kumar, Chartered Accountants, (ICAI Membership No. 524642) as an Internal Auditor of the Company for the financial Year 2022-23.

27. COST RECORDS AND AUDIT

The provisions of section 148 of Companies Act, 2013 about maintenance of cost records and audit are not applicable to the Company.

28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

29. EXTRACT OF ANNUAL RETURNS

https://itconsinc.com/images/Draft_MGT_7_financial_ year_2022_2023.pdf. By virtue of amendment to

Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

30. 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, 2023, 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, 2023 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.

31. A STATEMENT ON DECLARATION GIVEN BY

INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149

32. 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.

33. 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.

34. 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://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 are disclosed in the notes to the financial statements. Disclosures of related party 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. 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 attached with this Report as Annexure-A.

35. STATUTORY DISCLOSURES

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulators or courts or tribunals,

impacting the going concern status of the Company and its future operations.

37. 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.

38. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED

1) Conservation of energy

2) Technology absorption

The company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

3) Foreign exchange earnings and Outgo

Your company has the following Foreign Exchange Earning and Outgo (after converting into INR) during the year:

Foreign Exchange Earnings - Rs. 1,95,99,160/-Foreign Exchange Outgo - Nil

39. MANAGEMENT''S DISCUSSION AND ANALYSIS

40. 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.

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:

(a) aggregate number of shareholders and the

outstanding shares in the suspense account lying at the beginning of the year;

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year;

(d) aggregate number of shareholders and the

outstanding shares in the suspense account lying at the end of the year;

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

42. 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, 2023 Place: Delhi

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Directors Report of ITCONS E-Solutions Ltd.

1. FINANCIAL PERFORMANCE

2. STATE OF COMPANY''S AFFAIRS

3. DIVIDEND

4. THE AMOUNTS TRANSFERRED TO RESERVES, IF ANY

5. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL YEAR AND DATE OF THE REPORT

7. SHARE CAPITAL

A. Authorised Capital and Changes thereon, if any

B. Paid-up Capital and Changes thereon, if any

8. PREFERNTIAL ISSUE OF EQUITY SHARE WARRANTS

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of the Board of Directors

B. Appointment/Cessation/ change in designation of Directors

C. Key Managerial Personnel (KMP)

D. Nomination and Remuneration Policy

E. PERFORMANCE EVALUATION

11. MEETINGS OF THE BOARD OF DIRECTORS

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS

13. COMMITTEES OF BOARD OF DIRECTORS

A. AUDIT COMMITTEE

B. NOMINATION & REMUNERATION COMMITTEE

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

a. STATUTORY AUDITORS

b. SECRETARIAL AUDITOR

c. INTERNAL AUDITORS

d. COST AUDITORS AND ITS RECORDS

25. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION ORADVERSE REMARK OR DISCLAIMER MADE -

a. BY THE STATUTORY AUDITOR IN HIS REPORT

b. BY THE COMPANY SECRETARY IN PRACTICE IN SECRETARIAL AUDIT REPORT;

26. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

27. WEBLINK OF ANNUAL RETURNS

28. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6)OF SECTION 149

29. DEPOSITS

30. SECRETARIAL STANDARDS

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

33. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) ANDEMPLOYEES

34. STATUTORY DISCLOSURES

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

a. Conservation of energy

b. Technology absorption

c. Foreign exchange earnings and Outgo

By order of the Board of DirectorsFor ITCONS E-SOLUTIONS LIMITED

Gaurav Mittal Chetan Prakash Mittal

1. FINANCIAL PERFORMANCE

2. STATE OF COMPANY''S AFFAIRS

3. DIVIDEND

4. THE AMOUNTS TRANSFERRED TO RESERVES, IF ANY

5. THE CHANGE IN THE NATURE OF BUSINESS IF ANY

7. LISTING OF SHARES

8. SHARE CAPITAL

A. Authorized Capital and Changes thereon, if any

B. Paid up Capital and Changes thereon, if any

9. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of Board of Directors

B. Appointment/Cessation/ change in designation of Directors

C. Key Managerial Personnel (KMP)

D. Nomination and Remuneration Policy

E. PERFORMANCE EVALUATION

12. MEETINGS OF THE BOARD OF DIRECTORS

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

14. COMMITTEES OF BOARD OF DIRECTORS

A. AUDIT COMMITTEE

B. NOMINATION & REMUNERATION

COMMITTEE

C. STAKEHOLDERS RELATIONSHIP

COMMITTEE

15. CORPORATE GOVERNANCE

16. VIGIL MECHANISM

17. CODE OF CONDUCT

18. CORPORATE SOCIAL RESPONSIBILITY

19. RISK MANAGEMENT POLICY

22. STATUTORY AUDITORS

25. SECRETARIAL AUDITOR

26. INTERNAL AUDITOR

27. COST RECORDS AND AUDIT

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF THE REPORT

25. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE -

26. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

28. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6)
OF SECTION 149

33. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND
EMPLOYEES

By order of the Board of Directors
For ITCONS E-SOLUTIONS LIMITED