IIT Investrust Limited

BOARD'S REPORT

To,

The Members,

Your Directors have pleasure in presenting the Twenty First Annual Report of the Company with the Audited Financial Statements and the Auditor's Report of your Company for the year ended 31s March, 2015.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Clause 52 of the SME Listing Agreement, the Management's discussion and analysis is set out in the Annual Report.

3. DIVIDEND

To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for the financial year under consideration.

4. TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration.

5. CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of Financing, Inter Corporate Deposits, advancing Short term loans, Long term loans, credits to individuals & companies etc. It also deals in stocks, shares and securities and there has been no change in the nature of business during the year under review by the Company.

6. MATERIAL CHANGES AND COMMITMENTS

There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report

8. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary/Joint Venture/ Associate Companies.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES.

The company has no subsidiaries, joint venture companies so there is no requirement of description of performance of Subsidiaries andjoint Venture companies. .

10. PUBLIC DEPOSITS

During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

11. AUDITORS STATUTORY AUDITOR

M/s V.N. Purohit & Co., Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received letter from them to the effect that their appointment/re-appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such appointment/re-appointment within the meaning of Section 139 (1) of the said Act.

AUDITOR'S REPORT

All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self explanatory and do not call for any further comments under section 197(12) of the Companies Act, 2013.

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 Company has appointed Ms. Rachna Bhasin (CP No.: 12952, ACS: 23539), Practicing Company Secretaries, to undertake the secretarial audit of the Company.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed with the Report. (Annexure-1)

INTERNAL AUDITOR

Ms. Rakhi Rani, Internal auditor, conducted the audit of the all the functions and activities of the company and provided an Internal Audit Report for the Financial Year 2014-2015 which was reviewed by the Audit Committee.

12. SHARE CAPITAL

A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights so no disclosure is required as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014

B. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares, so no disclosure is required as per rule 8 (13) of the Companies (Share Capital and Debentures) Rules 2014

C. ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued employee stock options, so no disclosure is required as per rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY EMPLOYEES OR BY TRUSTEE FOR THE BENEFIT OF EMPLOYEES

The Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees so no disclosure is required as per rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

E. ISSUE OF SHARES ON PREFERENTIAL BASIS

The Company has issued 55,00,000 equity shares of Rs. 10/- each at a premium of Rs. 1.65/-per share on preferential basis on October 09, 2014.

13. LISTING FEES

The Company has paid the Annual Listing Fees to BSE Ltd for the financial year ended March 31,2015.

14. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form No.MGT — 9 as Annexure -2'has been enclosed with the Board's Report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A. CONSERVATION OF ENERGY

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy are not applicable.

B. TECHNOLOGY ABSORPTION

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no expenditure and/or earning in foreign exchange.

16. RISK MANAGEMENT POLICY

The Company has implemented risk management policy duly approved by the Board of directors and the same is available on the website of the Company i.e. <http://www.indiafinsec.com/corporate-governance/>

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2014-15, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

18. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provision of Section 135 of the Companies Act, 2013, every company having a net worth of rupees five hundred crore or more or turnover of rupees thousand crore or more or net profit is rupees five crore or more during any financial year, is required to constitute a Corporate Social Responsibility Committee of the Board. But this provision is not applicable on our company; because in any previous financial year (including 2014-2015) our company has not reached this limit.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTORS

There is no appointment, resignation or any other changes in the directors of the Company.

B. WHOLE TIME DIRECTOR

Mr. Mukesh Sharma retires by rotation and being eligible has offered himself for reappointment.

C. CHIEF FINANCIAL OFFICER

The Company has appointed Mr. Manoj Kumar Gupta as Chief Financial Officer pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013 and any amendments thereto, on such terms and conditions as may be decided by the Management.

D. COMPANY SECRETARY & COMPLIANCE OFFICER & INTERNAL AUDITOR

The Company has appointed Ms. Richa Sharma, an Associate Member of the Institute of Company Secretaries of India, as Company Secretary & Compliance Officer and Internal auditor

of the Company for the f.y 2015-16 pursuant to the provisions of Section 203 & Section 138 and other applicable provisions of the Companies Act, 2013 and any amendments thereto, on such terms and conditions as may be decided by the Management.

20. REMUNERATION OF KEY MANANGERIAL PERSONNEL

Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs. 25,000/- (Rupees Twenty Five Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Mr. Mukesh Sharma (Whole Time Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Mr. Manoj Kumar Gupta who was appointed as a Chief Financial Officer, the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.

Ms. Richa Sharma who was appointed as a Company Secretary, the Key Managerial Personnel of the company be paid Gross monthly remuneration of Rs. 20,000/- ( Rupees Twenty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of her performance and policy of the Company.

21. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors (Mr. Basant Mittal and Ms. Charu Goyal) of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 52 of the SME Listing Agreement with the Stock Exchanges. (Details of Such declaration are enclosed as Annexure- 3).

22. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of

Directors reviewed all the laws applicable on the company, prepared by the company and taking steps to rectify instances of non-compliances.

23. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors consist Four (4) Directors including two (2) Independent Directors during the period under report.

The Board of Directors duly met Eight times (8) during the year as on 30.05.2014, 04.06.2014, 20.06.2014, 04.08.2014, 27.08.2014, 09.10.2014, 12.11.2014 and 14.03.2015, in respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

24. COMMITTEES AND THEIR MEETINGS

The company has an Audit Committee comprising Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director), Mr. Gopal Bansal (Managing Director) and Ms. Richa Sharma(Secretary of the Audit Committee).The terms of reference of the Audit Committee interalia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors. All the recommendation made by Audit Committee are accepted.

The Meetings of Audit Committee were held on 26.05.2014, 20.08.2014, 05.11.2014 and 25.02.20 15

NOMINATION AND REMUNERATION COMMITTEE

The company has a Nomination & Remuneration committee of Directors in compliance with provisions of the Companies Act, 2013 and clause 52 of the SME Listing Agreement as amended from time to time. The Committee's scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation and

The Committee comprises Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).

The Meetings of Nomination and Remuneration Committee were held on 14.04.2014 and 20.08.2014

NOMINATION AND REMUNERATION POLICY

The details of Nomination and Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration Policy of the Company. The Nomination & Remuneration Policy is attached with this report as an Annexure-0

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a stakeholder relationship committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc.

The Committee comprises Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).

The Meetings of stakeholder relationship Committee were held on 15.05.2014, 29.09.2014, 26.11.2014 and05.01.2015

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes on the honesty, integrity, ethics, transparency and good conduct for its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically. This policy is explained in corporate governance report and also posted on the website on http: //www.indiafinsec.com corporate-governance/ under Corporate Governance section.

RISK MANAGEMENT COMMITTEE

The Board of Directors have constituted a Risk Management Committee pursuant to relevant clause of the Listing Agreement.

25. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report.

26. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has entered into any contract and arrangements with related party and complied with the provisions of section 188 of the Companies Act, 2013. (Details of Such Contracts and Arrangements are enclosed as Annexure- 5 in Form AOC-2).

27. CORPORATE GOVERNANCE CERTIFICATE

The Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you-"the Shareholders". The Chairperson and Directors are "Your" fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes "Your" long term value. Besides adhering to the prescribed Corporate Governance practices as per clause 52 of the Listing Agreement, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report is a part of this Annual report.

A certificate from Secretarial Auditors of the company regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Clause 52 of the Listing Agreement is also attached to this Annual Report.

28. BRIEF RESUME

The Company provides a brief resume of Mr. Mukesh Sharma, Whole Time Director (DIN:00274217) of the company who is re-appointed in the Annual General Meeting as required under Clause 52 of the SME Listing Agreement

29. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. SEXUAL HARRASEMENT

During the Financial Year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with Clause (c) Of Sub-Section (3) of Section 134 of the Companies Act, 2013 the Board of Directors of the company informed the members that:

(A) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(B) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(C) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(D) the directors had prepared the annual accounts on a going concern basis; and

(E) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively .

1. The Company came up with an Initial Public Offering ('IPO' or 'ISSUE') in June 2013. The equity shares were listed on the Bombay Stock Exchange Limited (BSE) SME platform onjune 10, 2013. The IPO was floated for 60,00,000 Equity shares of Rs. 10/-each at par aggregating to Rs. 600 lacs. Pursuant to the special resolution passed by the members of the Company on dated September 27, 2014, IPO Proceeds will be utilized for the objects other than those mentioned in the prospectus filed with BSE. IPO funds will be utilized for meeting working capital requirements.

2. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

3. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the requirements prescribed by the Reserve Bank of India and has filed the required returns.

4. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

5. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.indiafinsec.com The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

6. CAUTIONARY NOTE

The statements forming part of the Board's Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

7. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

For India Finsec Limited

Sd/- (Gopal Bansal)

Managing Director

DIN-01246420

A-1/11, First Floor, Varun Apartment, Sector-9, Rohini, Delhi-110085

Sd/- (Mukesh Sharma)

Whole rime Director

DIN-00274217

F-155, Arya Samaj Road, Uttam Nagar, New Delhi-110059

Place: Delhi

Date:30.05.2015