Integra Engineering India Ltd

INTEGRA ENGINEERING INDIA LIMITED

To,

The Members

Integra Engineering India Limited

Your Directors are pleased to present their Forty-second Board's Report together with the Audited Financial Statements for the nancial

year ended 31st March 2024

1. The state of the Company's A airs including financial summary/ highlights

All material accounng policies and material transacons have been disclosed in notes on accounts to the financial statement as on 31st of March 2024.

2. Dividend

In view of the need to conserve the resources of the Company, especially keeping in view of further capital investment into the infrastructure to support the growth of the Company, Directors of the Company do not recommend dividend for the year.

3. Reserves

The Company is not required to transfer any amount to its Reserves. Hence, the Company has not transferred any profits generated during the Financial Year 2023-24 to the General Reserve.

4. Report of frauds

There have been no instances of fraud reported by the Auditors under secon 143(12) of the Companies Act, 2013('the Act') and rules framed there under either to the Company or to the Central Government.

5. Change in the nature of business

There was no change in the nature of business during the year under review.

6. Material changes and commitments a ecng the financial posion of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report

There have been no material changes and commitments a ecng the financial posion of the Company which has occurred between the end of the financial year ended 31st March 2024 to which the Financial Statements relates and the date of signing of this report.

7. Details of significant and material orders passed by the Regulators or courts or tribunals impacng the going concern status and Company's operaons in futur e

No significant and material orders were passed by the regulators or courts or tribunals impacng the going concern status and Company's operaons in future during the financial year.

8. Details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has appointed the internal auditor for ensuring adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Performance and financial posion of each of the subsidiaries, associates, and joint venture Companies

No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the Company during the year. However, the Company has one associate Company i.e. "Integra Systems Private Limited". Form AOC-1 in this regard is a ached at the end of financial statements.

10. Deposits

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

11. Change in Share Capital, if any:

During the year under review, there was no change in share capital and accordingly the Paid-up Equity Share Capital of your Company connued to be Rs. 3,43,65,196 (Rupees three crores forty-three lakhs Sixty- ve thousand and one hundred and ninety-six only) as of 31st March 2024.

12. Disclosure regarding issue of Equity Shares with differenal rights:

The Company has not issued any Equity Shares with Di erenal rights as to dividend or vote during the year. Hence, details as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

13. Disclosure regarding issue of Employee Stock Opon:

The Company has one Employee Stock Opon Scheme viz which was approved by the Members by a special resoluon at their Thirty-third Annual General Meeng held on 12th August 2015.

During the financial year 2023-24, there were no material changes in the Employees' Stock opon plan of the Company. The Scheme is in compliance with the SEBI (Employee Stock Opon Scheme and Employee Stock Purchase Scheme, Guidelines, 1999 as well as prevailing Regulaon 14 of SEBI

(Share Based Employee Benefits and Sweat Equity)

Regulaons,2021

The Company has received a cer c ate from M/s. Pantomath Capital Advisors (P) Ltd. that have been implemented in accordance with the SEBI Regulaons and the resoluon passed by the Members in their general meeng. The cer c ate would be placed at the ensuing Annual General Meeng f or inspecon by the Member s.

The Company received in-principle approval from BSE on 13th November, 2017.

The Board of Directors would like to inform that there was no material change in the Integra Engineering India Employees' Stock Opon Plan 2015 as per Regulaon 14 Securies and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulaons, 2021. Relevant applicable details menoned under Part F of Schedule I of Securies and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulaons, 2021 are available on the website of the Company www.integraengineering.in

Nominaon and Remuneraon Commi ee constut ed by the Board of Directors of the Company has at its meeng held on 22nd August 2017, granted, under the "Integra Engineering India Employees Stock Opon Plan 2015", 1,80,000 (One lac eighty thousand) Stock Opons represenng an equal number of equity shares of face value of Rs. 1/- each in the Company, at an exercise price of 36.

On 19th July 2022, the Board of Directors of the Company allo ed 1,20,000 Equity shares of Rs. 1 each at an exercise price of Rs. 36/-, in view of exercise of opon by immediate relav e of Late Mr. Utkarsh Pundlik.

14. Annual Return on website

Pursuant to Secon 92(3) read with Secon 134(3)(a) of the Act a copy of the Annual Return is placed on the website of the Company i.e. www.integraengineering.in

15. Disclosure regarding issue of Sweat Equity shares

During the year, the Company has not issued Sweat Equity shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are not reported yet.

16. Conservaon of energy, technology absorpon and foreign exchange earnings and outgo

At Integra Engineering India Limited, with our new solar installaon, we're harnessing the sun's boundless energy to power our operaons, all while reducing our carbon footprint. This innovav e soluon not only exempli es our dedicaon to renewable energy but also underscores our role as pioneers in sustainable pracces.

By embracing clean electricity, we're not just reducing costs, but also taking tangible steps towards a greener, more sustainable future. With sustainability at the forefront of everything we do, we're proud to lead the charge towards a greener, more sustainable world.

The details of conservaon of energy, technology absorpon, foreign exchange earnings and outgo are a ached herewith as

17. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (CSR) Commi ee constut ed in terms of the provisions of Secon 135(1) of the Act reviewed and adopted CSR policy aligned with the acvies specified in Schedule VII of the Act.

The amount required to be spent on CSR acvies during the year under review in accordance with Secon 135 of the Act worked out to be Rs. 26,45,334 for the year 2023-24. As against that the Company has spent Rs. 29,66,385 during the financial year.

The requisite details on CSR acvies pursuant to secon 135 of the Act read with the companies (CSR Policy) Rules, 2014 are a ached as Annexure B.

Managerial Personnel

Mrs. Corinne Ruckstuhl was reappointed as a Rering Director by the members at their 41st Annual General Meeng held on 19th July 2023.

Resignaons of Dir ector(s)/KMP(s) during financial year 2023-24:

(i) Mr. Bhargav Patel resigned from the posion of Independent Director of the Company w.e.f., close of business hours on 6th February 2024.

(ii) Mrs. Harneetkaur Anand resigned from the posion of Company Secretary and Compliance Officer (KMP) w.e.f., 3rd February 2024.

The Board placed on record its immense appreciaon for their contribuon during their r especv e tenures.

Appointments of Director(s)/KMP(s) during financial year 2023-24:

(i) The Board in its meeng held on 1st June 2023, on recommendaon of Nominaon and Remuneraon Commi ee, appointed Mr. Bharat Salhotra as the Independent Director of the Company. The members approved the appointment of Mr. Salhotra in the 41st AGM held on 19th July 2023.

(ii) The Board in its meeng held on 6th February 2024, on recommendaon of Nominaon and Remuneraon Commi ee, appointed Mr. Ravi Thanki as the Company Secretary and Compliance Officer (KMP) w.e.f., 8th April 2024.

The Board of Directors in its meeng held on 30th May 2024, based on recommendaon of the Nominaon and Remuneraon Commi ee, approved the appointment of Mrs. Komal Solomon (DIN: 02779923) and Mr. Jayesh Mehta (DIN: 10529297) as Addional Director(s) of the Company up to the upcoming AGM and as a Non-execuv e Independent Director(s) for a period of 5 ( ve) consecuv e years, subject to approval of the members at the upcoming AGM.

B) Statement on declaraon given by independent directors under Secon 149(6) Of the Act

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaraon and they meet the criteria of independence as provided under Secon 149(6) of the Act.

C) Statement with regards to integrity, experse and experience of independent directors

Your Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable experse as w ell as experience (including pro ciency)

D) Formal Annual Evaluaon

The Company has devised a policy for performance evaluaon of the Board, its committees and individual Directors which include criteria for performance evaluaon of execuv e directors and non-execuv e directors. The Board has carried out an annual performance evaluaon of its own performance, the Directors individually as well as the evaluaon of the working of its committees. The Board of Directors has expressed their sas facon with the evaluaon pr ocess.

A statement indicang the manner in which a formal annual evaluaon has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

19. Meengs

A calendar of Meengs is prepared and circulated in advance to the Directors.

During this year, six Board and ve audit committee meengs were held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meengs was within the period prescribed under The Act and The Securies Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ('L ODR').

employees

The Company has framed vigil mechanism in terms of The Companies Act, 2013 read with Regulaon 22 of LODR and the same may be accessed on the Company's website. Further, every employee of the Company can directly report to the Chairman of the Audit Commi ee when she / he becomes aware of any actual or possible violaon of the Code or an event of misconduct, act of misdemeanor or act not in the Company's interest.

21. Parcular s of loans given, guarantees given, investments made and securies pr ovided

Details of loans, guarantees and investments are within the limit of the provisions of Secon 186 of The Act as appearing in Note 7 and Note 15 to the financial statements.

22. Parcular s of contracts or arrangements with related pares

Parcular s of contracts or arrangements with related pares in Form AOC-2 are enclosed as per Annexure-C.

23. Managerial Remuneraon

Disclosures pursuant to Secon 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure-D.

Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants, have been appointed as Statutory Auditors of the Company from the conclusion of the 38th Annual General Meeng held on 12th August 2020, to hold officeup to the conclusion of 43rd Annual General Meeng to be held in 2025.

Internal Auditors

M/s. Shah and Shah Associates, Chartered Accountants, Vadodara have been appointed as Internal Auditors of the Company in terms of Secon 138 of The Companies Act, 2013 and rules framed thereunder, for the Financial Year 2024-25 by the Board of Directors, upon recommendaon of the Audit Commi ee.

Secretarial Auditors

M/s. Devesh Pathak & Associates, Praccing Company Secretaries, Vadodara, Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company as per provisions of Secon 204 of The Companies Act, 2013 as well as to issue of Annual Secretarial Compliance cer c ate pursuant to Regulaon 24A of LODR. The Secretarial Audit Report and Annual Secretarial Compliance Report have been annexed to this Report as per Annual Annexure- E & F respecv ely.

Explanaon or Comments on disquali caons, reservaons, adverse remarks or disclaimers in the Auditor's Reports;

Neither the Statutory Auditors nor the Secretarial Auditors of the Company in their respecv e dra reports, have made any quali caons, reservaons, adverse remarks or disclaimers. Accordingly, no explanaons/ comments thereon are required to be furnished.

25. Corporate Governance Report

The Company has been following the principles and pracces of good Corporate Governance and has ensured compliance of the requirements under LODR.

A detailed report on Corporate Governance as required under Regulaon 34 read with Part C OF Schedule V to LODR is appended along with the Corporate Governance Cer c ate, issued by M/s. Devesh Pathak & Associates, Praccing Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of condions on Corporate Governance forming part of the Board's Report as per Annexure-G.

26. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulaon 34(2) of LODR forms part of this Report. It deals with the Business Operaons and Financial Performance, Research & Development Expansion & Diversi caon, Risk Management, Markeng Strategy, Safety & Environment, Human Resource Development, etc. enclosed as per Annexure-H.

27. Risk management

The Management has put in place adequate and e ecv e system and manpower for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

28. Directors' Responsibility Statement

In terms of Secon 134(3)(c) read with 134(5) of the Act, your

Directors would like to state:

a) that in the preparaon of the annual accounts, the applicable accounng standards had been followed along with proper explanaon r elang t o material departures;

b) that the directors had selected such accounng policies and applied them consistently and made judgments and esma tes that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevenng and detecng fr aud and other irregularies;

d) that the directors had prepared the annual accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operang e ecv ely and

f) that the directors had devised proper systems to ensure/ compliance with the provisions of all applicable laws and that such systems were adequate and operang e ecv ely.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevenon, Pr ohibion and R edressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013 and rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Commi ee has also been set up to redress complaints received on sexual harassment.

During the year under review, no complaint was reported to the Board and accordingly, the Company has no informaon to report on ling and disposal of the cases pursuant to Secon 22 of the said Act.

30. Directors Training & Familiarizaon

The Directors are regularly informed during the meengs of the Board and the Commi ees, of the acvies of the Company, its operaons and issues faced by the Engineering Industry. Considering the long associaon of the Directors with the Company and their seniority and experse in their respecv e areas of specializaon and knowledge of the engineering industry, their training and familiarizaon were conducted in the below menoned ar eas:

The Roles, Rights, Responsibilies and Dues of Independent Directors

Business Development Strategy and Plans

Changes in the Securies Exchange Board of India (Prohibion of Insider T rading) Regulaons, 2015

Changes in the Securies Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015

31. Audit Commi ee

The Audit Commi ee of the Board consists of Four Independent and One Non-Execuv e Non-Independent Director.

The composion, role, terms of reference as well as power of the Audit Commi ee are in accordance with the provisions of Regulaon 18 of LODR and Secon 177 of The Act and Rules framed thereunder.

The details of all related party transacons are placed periodically before the Audit Commi ee. All the recommendaons made by the Audit Commi ee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Company's website.

The details relang to the same are given in the report on Corporate Governance forming part of this Report.

32. Nominaon and R emuneraon P olicy

Your Board has adopted a Nominaon and Remuneraon Policy as required by Secon 178 of The Act. The Policy provides for the appointment and removal of Directors, Key Managerial Personnel and Senior Management employees and their remuneraon. The terms of reference of the Nominaon and Remuneraon Commi ee are given in the Report on Corporate Governance under the secon "Nominaon and Remuneraon Commi ee".

33. Nominaon and R emuneraon Commi ee

In compliance with Secon 178 of The Act, Your Company has in place a "Nominaon and R emuneraon Commi ee".

The powers, role and terms of reference of the Nominaon and Remuneraon Commi ee cover the areas as contemplated under Regulaon 19 of LODR and Secon 178 of The Act, and Rules and Regulaons, framed thereunder, besides other terms as may be referred by the Board of Directors. The terms of reference of the Nominaon and Remuneraon Commi ee, number and dates of meeng held, a endance of the Directors and remuneraon paid to them are given separately in the a ached Corporate Governance Report under the secon "Commi ees of the Board".

34. Maintenance of Cost Records

The Company had appointed the Cost Auditor in the Financial Year 2023-24 as the Company was required to get the cost records audited pursuant to Secon 148(1) of the Act and the Company.

35. Secretarial Standards

In terms of clause no. 9 of revised SS-I (Revised Secretarial Standards on Meeng of Board of Directors e ecv e from 01.10.2017), your directors state that the Company has been compliant of applicable Secretarial Standards during the year under review.

36. No applicaon/ pr oceeding under IBC

Neither any applicaon is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no informaon t o offer in this regard.

37. No one me se lemen t

The Company has not undergone any one-me selemen t and accordingly the Company has no informaon to offer in respect of the difference between the amount of the valuaon at the me of one-me selemen t and the valuaon date while taking loan, if any.

38. Acknowledgements

The Directors express their gratude to Integra Holding AG, Switzerland, the Holding Company, for its connuous support and thank the Company's employees, customers, vendors, and other shareholders.

A special thank goes to the commendable performance by the Government of India, Government of various states in India, Government of various countries and concerned departments.