Your Directors take immense pleasure in presenting the Forty-third Annual Report of your Company alongwith the Audited Financial Statements for the financial year ended 31^st March 2025.

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

2. Dividend

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

However, the Company has paid interim dividend of ^ 992.00 Lakhs to Integra Holding AG, its sole preference share holder, upon redemption of 4% Cumulative Redeemable Preference Shares, as per the terms of issue approved by the shareholders in the Extra-ordinary General Meeting (EGM) held on 30^th August 2004.

3. Reserves

The Company is not required to transfer any amount to its reserves. Hence, no amount of profit is transferred to the General Reserve.

However, in accordance with the applicable provisions of the

Companies Act, 2013 (the 'Act'), due to redemption of 4% cumulative redeemable preference shares entirely out of the profits of the Company, an amount equal to nominal value of such shares i.e., ^ 1,240 Lakhs has been transferred to the Capital Redemption Reserve (CRR).

Further, in view of exercise of options and consequent allotment of 30,000 equity shares of ^ 1/- each at an exercise price of ^ 36/- per share, ^ 5.72 Lakhs out of ESOP reserve has been transferred to general reserve.

4. Report of frauds

There have been no instances of fraud reported by the Auditors under Section 143(12) of 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 financial year under review.

6. Material changes and commitments affecting the financial position 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 were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31^st March 2025 and the date of signing of this report.

7. Details of significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and Company's operations in future

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

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

The Company has appointed internal auditor in accordance with Section 138 of the Act, for ensuring adequacy of internal financial controls and your Board has taken adequate care for financial control during the financial year under review.

9. Performance and financial position 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 financial year.

However, the Company has one associate Company (Joint venture-Company) i.e. “Integra Systems Private Limited" (ISPL), which has been admitted for liquidation by Honorable National Company Law Tribunal (NCLT), Ahmedabad Bench, vide their order dated 9^th August 2024. Form AOC-1 in this regard is attached 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, during the financial year under review.

11. Change in Share Capital, if any

During the financial year 2024-25, Mr. Bhavin Kariya, CEO (KMP), exercised 30,000 stock options granted to him under the Integra Engineering Employee Stock Option Plan 2015 (ESOP 2015). In the course of this exercise, 30,000 equity shares were allotted to him, resulting in an increase in the paid-up equity share capital of the Company from 3,43,65,196 to 3,43,95,196 equity shares of ^ 1/- each aggregating to ^ 3,43,95,196.

12. Disclosure regarding issue of Equity Shares with differential rights

The Company has not issued any Equity Shares with differential rights as to dividend or vote during the financial 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 Option

The Company has one Employee Stock Option Plan viz., Integra Engineering Employees' Stock Option Plan 2015 (ESOP 2015), which was approved by the Members of the Company by a special resolution at their Thirty-third AGM held on 12^th August 2015.

Under the aforesaid plan, the Nomination and Remuneration Committee of the Company, at its meeting held on 22^nd August 2017, granted 1,80,000 (One Lakh Eighty Thousand) Stock Options representing an equal number of equity shares of face value of ^ 1/- each, at an exercise price of ^ 36/- to eligible employees.

During the financial year 2024-25, the Scheme was in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ['SEBI (SBEB&ES) Regulations'] and no material changes were made by the Company in the Employees' Stock Option Plan. Other relevant details in accordance with Part F of Schedule I of SEBI (SBEB&ES) Regulations are available on the website of the Company www.integraengineering.in.

On 31^st January 2025, the Board of Directors of the Company allotted 30,000 Equity Shares of ^ 1/- each at an exercise price of ^ 36/-, in exercise of option by Mr. Bhavin Kariya, CEO of the Company.

14. Annual Return on website

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

15. Disclosure regarding issue of Sweat Equity shares

The Company has not issued any sweat equity shares during the financial year. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not reported yet.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith as Annexure-A.

17. Corporate Social Responsibility (CSR)

During the financial year 2024-25, your Company continued to implement CSR initiatives that align with our core values and contribute to the well-being of the communities in which we operate. The CSR Policy of your Company is aligned with the activities specified in Schedule VII of the Act.

The amount required to be spent by the Company on CSR activities for the financial year 2024-25 was ^ 35.27 Lakhs. However, the Company utilized a set-off of ^ 3.21 Lakhs, being the excess amount spent in the previous financial year, in line

with Rule 7(3) of the Companies (CSR Policy) Rules, 2014. Accordingly, the net amount required to be spent during the year was ^ 32.06 Lakhs, against which the Company has spent

^ 32.59 Lakhs.

The annual report on CSR activities pursuant to Rule 8 of the Companies (CSR Policy) Rules, 2014 is attached as Annexure -

b.

18. Directors and Key Managerial Personnel:

A) Details of appointment/resignation/retirement of

Directors and Key Managerial Personnel during the year under review and up to the date of this report:

Mr. Adrian Oehler (DIN: 00360332) was re-appointed as a retiring Director by the members at their forty-second AGM held on 17^,h July 2024.

Mr. Shalin Divatia (DIN: 00749517) and Mr. Rahul Divan (DIN: 00001178) completed their 2^nd term of 5 (five) consecutive years as the Independent Director(s) of the Company w.e.f., the close of business hours on 29^th March 2025. The Board placed on record its immense appreciation for their valuable contribution during their respective tenures.

The approval of the members was accorded to the appointment of Mrs. Komal Solomon (DIN: 02779923) and Mr. Jayesh Mehta (DIN:10529297) as the Non-executive, Independent Directors w.e.f., 30^th May 2024 in the forty-second AGM of the Company held on 17^th July 2024.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 14^th May 2025, approved the appointment of Mr. Dilipsinh Jadeja (DIN: 03589440), as an Additional Director of the Company up to the upcoming AGM and as a Non-executive, Independent Director for the period of 5 (five) consecutive years w.e.f., 14^th May 2025, subject to approval of the members at the forty-third AGM.

B) Statement on declaration given by Independent Directors under Section 149(6) of the Act

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

C) Statement with regards to integrity, expertise and experience of Independent

Directors

The Board of Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

D) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of the Board, its committees and individual Directors which include criteria for performance evaluation of the Non-executive Directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

A statement indicating the manner in which a formal annual evaluation 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. Meetings

During the financial year 2024-25, five Board and five Audit Committee meetings were held, the details of which are given in the Corporate Governance Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations').

20. Details of establishment of vigil mechanism for directors and employees

The Company has framed a vigil mechanism in accordance with the relevant provisions of the Act read with Regulation 22 of the Listing Regulations 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 Committee when he / she becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company's interest.

21. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, guarantees and investments are within the limit of the provisions of Section 186 of the Act as appearing in Note no. 7 and Note no. 15 of the financial statements.

22. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties in Form AOC-2 is annexed as Annexure-C.

23. Managerial Remuneration

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

24. Auditors

• Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants, (Firm

Registration No.: 101961W/W-100036) were appointed by the members of the Company in its thirty-eighth AGM held on 12^th August 2020, to hold office up to the conclusion of forty-third AGM. In accordance with Section 139 of the Act and rules framed thereunder, M/s. CNK & Associates LLP, Chartered Accountants, can be reappointed as statutory auditors of the Company for the second term of five consecutive years.

M/s. CNK & Associates, LLP, Chartered Accountants, have furnished a certificate of their eligibility and consent under the relevant provisions of the Act and rules mentioned thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). Therefore, based on the recommendation of the Audit Committee, the Board of Directors has proposed the appointment of M/s. CNK & Associates, LLP, Chartered Accountants, as the Statutory Auditor of the Company for a second term of five consecutive years, to hold office from the conclusion of the forty-third AGM until the conclusion of the forty-eighth AGM, subject to the approval of the members at the ensuing AGM.

• Internal Auditors

M/s. Shah and Shah Associates, Chartered Accountants, (FRN 109458W), have been appointed as the Internal Auditor of the Company for the financial year 2025-26, by the Board of Directors, based on recommendation of the Audit Committee, in accordance with Section 138 of the Act and rules framed thereunder.

• Secretarial Auditors

M/s. Devesh Pathak & Associates, Practising Company Secretaries, (Firm Registration No.: 2018GJ621500), were appointed as Secretarial Auditor of the Company for the financial year 2024-25, by the Board of Directors, upon recommendation of the Audit Committee.

Pursuant to Regulations 24A of the Listing Regulations, w.e.f., 1^st April 2025, the appointment of the Secretarial Auditor shall be recommended by the Board of Directors and approved by the members at an AGM, for a term of five consecutive years, if Secretarial Auditor is an individual or two terms of five consecutive years for a Secretarial Audit firm. Hence, M/s. Devesh Pathak & Associates, Practising Company Secretaries, being a sole proprietary firm, can be appointed as Secretarial Auditor of the Company for a term of five consecutive years.

M/s. Devesh Pathak & Associates, Practising Company Secretaries, have furnished a certificate of their eligibility and consent under the relevant provisions of the Act, the Listing Regulations and relevant circulars issued by SEBI in this regard. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India (ICSI).Therefore, based on the recommendation of the Audit Committee, the Board of Directors have proposed the appointment of

M/s. Devesh Pathak & Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company, for a term of five consecutive years, form the financial year 2025-26 to 2029-30, subject to approval of the members at the ensuing AGM.

The Secretarial Audit Report and Annual Secretarial Compliance Report issued by M/s. Devesh Pathak & Associates, for the financial year 2024-25 have been annexed to this Report as Annexure-E & F respectively.

• Cost Auditor

Mr. Divyesh Vagadia, Practicing Cost Accountant, has been appointed as the Cost Auditor for the financial year 202526, by the Board of Directors, upon recommendation of the Audit Committee, in terms of Section 148 of the Act and rules framed thereunder. Mr. Divyesh Vagadia has furnished his consent and eligibility to be appointed as a Cost Auditor in terms of the relevant provisions of the Act and rules mentioned thereunder.

The ratification of remuneration payable to Mr. Divyesh Vagadia, for the financial year 2025-26, will be subject to approval of the members at the ensuing AGM.

• Explanation or comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor's Report

Neither the Statutory Auditor nor the Secretarial Auditor of the Company, in their respective draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/comments thereon are required to be furnished by the Board.

25. Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance with the requirements under the Listing Regulations.

A detailed report on Corporate Governance as required under Regulation 34 read with Part C of Schedule V to the Listing Regulations is appended along with the certificate confirming the compliance of conditions on Corporate Governance, issued by M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara. The Corporate Governance Report is forming part of the Board's Report as per Annexure-G.

26. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required in terms of Regulation 34(2) of the Listing Regulations forms part of this Report as Annexure-H.

27. Risk management

The Management has put in place adequate and effective 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 Section 134(3)(c) read with 134(5) of the Act, your Directors would like to state that:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, 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 for the financial year ended 31^st March 2025, 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;

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

f) 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.

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

The Company maintains a zero tolerance towards sexual harassment at the workplace. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('the POSH Act') and rules framed thereunder, a comprehensive policy has been implemented by the Company. This policy applies to all employees, including permanent, contractual, temporary, and trainees. An Internal Committee has also been constituted in accordance with the POSH Act to redress complaints received on sexual harassment.

During the year under review, no complaint was reported to the Internal Committee and accordingly, the Company has no information to report on filing and disposal of the cases pursuant to Section 22 of the POSH Act.

30. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the engineering industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were

conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

• Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

31. Audit Committee

The Audit Committee of the Board consists of four Independent and one Non-executive, Non-Independent Director.

The details such as composition, role, terms of reference, power, number of meetings held and attended by the members of the Audit Committee in accordance with the provisions of Regulation 18 of the Listing Regulations read with Section 177 of the Act & rules framed thereunder, forms part of the Corporate Governance Report under the section “Committees of the Board".

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board.

32. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board consists of two Independent and one Non-executive, NonIndependent Director.

The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report under the section “Committees of the Board".

Your Board has also adopted a Nomination and Remuneration Policy in accordance with Section 178 of the Act. The policy provides for the appointment and removal of Directors, Key Managerial Personnel and Senior Management employees and their remuneration.

33. Maintenance of Cost Records

The Company maintains its cost records in accordance with the provisions of Section 148 of the Act and rules framed thereunder.

34. Secretarial Standards

In terms of clause no. 9 of revised SS-I (Revised Secretarial Standards on Meeting of Board of Directors effective from 1^st April 2024), your Directors state that the Company has been compliant of applicable Secretarial Standards during the year

under review.

35. No application/ proceeding under IBC

Neither any application 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 information to offer in this regard.

36. No one time settlement

The Company has not undergone any one-time settlement and accordingly the Company has no information to offer in respect of the difference between the amount of the valuation at the time of one-time settlement and the valuation date while taking loan, if any.

37. Acknowledgements

Your Directors express their gratitude to Integra Holding AG, Switzerland, the Holding Company, for its continuous 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.