Your Directors have pleasure in presenting the 36th Directors' Report on the business and operations of Integra Capital Limited (“the Company”) together with the Standalone Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.
This report provides a comprehensive overview of the Company’s strategic initiatives, financial performance, operational achievements and key challenges faced during the fiscal year, along with insights into the Company’s future growth trajectory.
1. FINANCIAL HIGHLIGHTS:
|
Particulars
|
FY 2025-26
|
FY 2024-25
|
|
Total Revenue
|
80.01
|
28.67
|
|
Total Expenses
|
30.79
|
25.55
|
|
Profit/Loss Before Tax
|
49.25
|
33.98
|
|
Less: Tax Expense
|
6.29
|
10.55
|
|
Profit & Loss after Tax
|
42.96
|
23.43
|
|
Earning Per Shares (Basic)
|
0.91
|
0.50
|
|
Earning Per Shares (Diluted)
|
0.91
|
0.50
|
2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:
During the Financial Year ended 31st March, 2026, the Company has recorded total revenue of INR 80.01 Lakhs as against INR 28.67 Lakhs in Financial Year 2024-2025 and the Company has earned Net Profit of INR 42.96 Lakhs in the Financial Year 2025-2026 as against INR 23.43 Lakhs in the Financial Year 2024-2025.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company is engaged in undertaking integrated management and development projects across various sectors, carrying on financing activities, including lending and borrowing, and acquiring, financing, and dealing in industrial, commercial, real estate, and other movable and immovable assets in India and abroad, in compliance with applicable laws.
During the reporting period there was no changes in the nature of the business of the Company.
4. SHARE CAPITAL:(i) Changes in the Capital Structure:Authorized Share Capital:
The Authorised share capital of the Company stood at INR 15,00,00,000/- (Indian Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of INR 10/- (Rupees Ten only) each.
Issued, Subscribed and Paid-Up Share Capital:
The Issued, subscribed and paid-up share capital of the Company stood at INR 4,70,28,000/- (Indian Rupees Four Crore Seventy Lakh Twenty-Eight Thousand only) divided into 47,02,800 Equity Shares (Forty-Seven lakh Two Thousand Eight Hundred) of INR 10/- (Indian Rupees Ten Only) each.
5. DIVIDEND:
The Board of Directors did not recommend any dividend for the year.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.
The provisions of above section are not applicable to the Company since no dividend was lying in unpaid dividend account.
7. TRANSFER TO RESERVE FUND:
Pursuant to Section 45-IC(1) of the Reserve Bank of India Act, 1934, every Non-Banking Financial Company (NBFC) is required to transfer a sum not less than 20% of its net profit each year to a Statutory Reserve before declaring any dividend. However, under Section 45-IC(2), the Central Government may, on the recommendation of the Reserve Bank of India (RBI), exempt an NBFC from this requirement, having regard to the adequacy of its paid-up capital and reserves in relation to its deposit liabilities.
During the financial year 2024-25, the balance standing in the Statutory Reserve maintained under Section 45-IC of the Reserve Bank of India Act, 1934 was transferred to Retained Earnings in accordance with RBI Notification No. DOR.GEN.REC.95/CGM(JPS)-2022 dated 14th March, 2022, as the Company:
• is not engaged in providing microfinance loans;
• does not accept public deposits as defined under the Non-Banking Financial Companies (Acceptance of Public Deposits) Directions, 2016; and
• has total assets of less than ?100 crore.
8. INTERNAL CAPITAL ADEQUACY ASSESSMENT POLICY (‘ICAAP’):
The provisions relating to the Internal Capital Adequacy Assessment Policy (ICAAP) are not applicable to the Company, as it is classified as a Non-Banking Financial Company-Base Layer (NBFC-BL) under the Reserve Bank of India's Scale Based Regulatory Framework.
9. RBI GUIDELINES:
The provisions relating to the Asset Liability Management (ALM) System prescribed by the Reserve Bank of India are not applicable to the Company, as it is classified as a Non-Banking Financial Company - Base Layer (NBFC-BL) with an asset size of less than ?100 crore.
10. DEPOSITS:
The Company being an NBFC, the provisions relating to chapter V of the Act, i.e., acceptance of deposit, are not applicable. Hence, information pursuant to rule 8 of the Companies (Accounts) Rule, 2014 is not applicable.
Further, the Company has not accepted any deposits from public during the period under review.
11. REVISION OF FINANCIAL STATEMENT, IF ANY:
The Company has not revised its financial statements during the financial year under review.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL(KMP):
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on 31st March, 2026, your Company had the following Directors/KMPs on its Board.
|
DIN / PAN
|
Name of Director/ KMP
|
Designation
|
Date of Appointment
|
|
00030499
|
Pankaj Vohra
|
Executive Director
|
30/09/2002
|
|
00030470
|
Tarun Vohra
|
Managing Director
|
02/05/1990
|
|
08551458
|
Anjali Vohra
|
Non-Executive Director
|
30/09/2019
|
|
00084653
|
Ajay Pratapray Shanghavi
|
Independent Director
|
05/04/2022
|
|
00042850
|
Rajesh Kumar
|
Independent Director
|
20/05/2024
|
|
ABMPV2254J
|
Pankaj Vohra
|
Chief Financial Officer
|
09/04/2019
|
|
BZOPG2788M
|
Shikha Gupta
|
Company Secretary and Compliance Officer
|
19/06/2025
|
During the year under review, following changes took place in the composition of KMP:
• Resignation of Ms. Shruti Garg, from the post of Company Secretary & Compliance Officer w.e.f. 05th May, 2025.
• Appointment of Ms. Shikha Gupta as Company Secretary & Compliance Officer w.e.f. 19th June, 2025.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2025-26, total 9 (Nine) meetings of the Board of Directors were held. Following are the dates on which the said meetings were held:
1. April 19, 2025
2. May 05, 2025
3. June 19, 2025
4. August 01, 2025
5. August 08, 2025
6. October 27, 2025
7. October 30, 2025
8. November 12,2025
9. February 14, 2026
The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
|
S. No.
|
Name Of Director
|
Designation
|
No. of Board Meeting eligible to attend
|
No. of
Meetings
attended
|
No.
Meeting in which absent
|
|
1.
|
Mr. Tarun Vohra
|
Managing
Director
|
9
|
9
|
0
|
|
2.
|
Mr. Pankaj Vohra
|
Director
|
9
|
9
|
0
|
|
3.
|
Ms. Anjali Vohra
|
Director
|
9
|
9
|
0
|
|
4.
|
Mr. Ajay Pratapray Shanghavi
|
Independent
Director
|
9
|
9
|
0
|
|
5.
|
Mr. Rajesh Kumar
|
Independent
Director
|
9
|
9
|
0
|
Retirement by Rotation:
As per the provisions of the Companies Act, 2013, Mr. Pankaj Vohra (DIN: 00030499), Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers himself for re-appointment at the 36th Annual General Meeting of the Company.
Declaration by Independent Directors:
Pursuant to Section 149 (7) of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ‘criteria of Independence’ as prescribed under Section 149(6) of the Act and have submitted their respective declarations as required under Section 149(7) of the Act and the Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.
Separate Meeting of Independent Director:
The Company ’ s Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of non-independent Directors and the Board as a whole, to review the performance of the Chairperson of the company, taking into account the views of executive Directors and non-executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
During the year under review, one Meeting of the Independent Directors was held on March 30, 2026 for the Financial Year 2025-2026 at the Registered Office of the Company situated at 32 Regal Building Sansad Marg, New Delhi-110001.
Board Committees:
Currently, the Board has following committees:
1. Audit Committee;
2. Nomination & Remuneration Committee;
3. Stakeholder Relationship Committee
Audit Committees:
The Audit Committee of the Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee is constituted to monitor and provide effective supervision of the management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.
During the Financial Year under review 05 (Five) meeting of the Audit Committee were held.
Following are the dates on which the said meetings were held:
1. April 19, 2025
2. August 01, 2025
3. August 08, 2025
4. November 12, 2025
5. February 14, 2026
Following members constitute part of the Audit Committee:
|
S.
No
|
Name of the Members
|
Designation
|
No. of Audit Committee Meetings attended during the year
|
|
1.
|
Ajay Pratapray Shanghavi
|
Independent Director (Chairperson)
|
5
|
|
2.
|
Rajesh Kumar
|
Independent Director (Member)
|
5
|
|
3.
|
Pankaj Vohra
|
Executive Director (Member)
|
5
|
During the year, all recommendations of the audit committee were approved by the Board of Directors. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee (NRC) of the Board was constituted as per the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and KMPs and their remuneration.
The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.
During the Financial Year under review 03 (Three) meeting of the Nomination and Remuneration Committee were held. Following are the dates on which the said meetings were held:
1. May 05, 2025
2. June, 19, 2025
3. August 01, 2025
Following members constitute part of the Nomination and Remuneration Committee:
|
S.
No
|
Name of the Members
|
Designation
|
No. of NRC Meetings attended during the year
|
|
1.
|
Mr. Rajesh Kumar
|
Chairperson, Independent Director
|
3
|
|
2.
|
Mr. Ajay Pratapray Shanghavi
|
Member, Independent Director
|
3
|
|
3.
|
Ms. Anjali Vohra
|
Member, Non - Executive Director
|
3
|
Stakeholders Relationship Committee:
The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.
During the Financial Year under review, 01 (One) meeting of Stakeholders Relationship Committee was held on 30.10.2025.
Following members constitute part of the Stakeholders Relationship Committee:
|
S.
No
|
Name of the Members
|
Designation
|
No. of Stakeholders Relationship Committee Meetings attended during the year
|
|
1.
|
Rajesh Kumar
|
Chairperson, Independent Director
|
1
|
|
2.
|
Ajay Pratapray Shanghavi
|
Member, Independent Director
|
1
|
|
3.
|
Anjali Vohra
|
Member, Non - Executive Director
|
1
|
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitment affecting the financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:
Details of loans, guarantees or investments made by the Company covered under Section 186 of the Companies Act, 2013 during financial year 2025-2026 are detailed in Notes to Accounts of the Financial Statements.
16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.
A report of the Statutory Auditor on the Internal Financial Controls with reference to financial statements as required under clause (i) of sub-section (3) of Section 143 of the Companies Act, 2013 is provided as “Annexure B” to the independent auditors’ report for standalone financial statement for the year ended March 31, 2026.
17. CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.
18. CORPORATE GOVERNANCE:
The Company has upheld high standards of corporate governance and demonstrates an unwavering commitment to transparency, integrity, and ethical conduct in all its business dealings. As the provisions of Paragraphs C, D, and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, the Corporate Governance Report is not annexed to this Report.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
S Conservation of Energy: Considering the nature of the business of the Company, the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Conservation of Energy do not apply to your company for the period under review. However, being a good corporate citizen, the Company is committed to adopt adequate steps for conservation of energy in its business operations.
S Technology Absorption: The Provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Technology Absorption do not apply to your company for the period under review. No disclosure is being made/required as the company does not carry any Research and Development activities during the financial year under discussion.
S Foreign Exchange Earnings and Outgo:
|
Particulars
|
As at March 31, 2026
|
As at March 31, 2025
|
|
Earning
|
NIL
|
NIL
|
|
Outgo
|
NIL
|
NIL
|
20. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Company's vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise , whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.
21. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure-I” to this Report.
The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
22. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors’ Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at http://www.integraprofit.com/.
23. RISK MANAGEMENT:
The Company is taking every care for minimizing the risk involved in the manufacturing process of the unit, business of dealers and agents and Investment Business. Our Company believes that managing helps in maximizing returns. Responsible staff is employed to take every care to minimize the risk factor in the factory.
Our company does not have any separate Risk Management Policy as the unit run by it is small in size and the elements of risk threatening the company’s existence is almost negligible.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties’ transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.
The Form AOC- 2 is attached as “Annexure-II” with this report.
25. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:
The company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has implemented Whistle Blower Policy and has established a robust vigil mechanism in accordance with the relevant provisions of the Act and SEBI LODR Regulations. The Company’s vigil mechanism / whistleblower policy aims to provide a secure and a protected platform for whistle blowers to report instances of any actual or suspected incidents of unethical conduct or practices, violation of applicable laws and regulations including the integrity code, code of conduct for prevention of insider trading, code of fair practices and disclosure.
All employees and directors are granted direct access to the chairperson of the Audit Committee.
This mechanism ensures adequate safeguards against victimization of employees who avail of the mechanism. The guidelines are meant for all members of the organization from the commencement of their tenure and are designed to facilitate the reporting of any concerns related to ethical practices or compliance, without fear of discrimination or retribution. The policy is available on the website of the Company at https://www.integraprofit.com/.
27. 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:
During the reporting period, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
28. AUDITOR & AUDITOR’S REPORT:Statutory Auditor:
M/s GSA & Associates LLP, Chartered Accountants (FRN 000257N), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on September 24, 2024 at a remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.
The Auditor’s Report for financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remarks. 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 and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this Auditor’s Report.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on August 01st, 2025 appointed M/s Amit Saxena & Associates, a Peer Reviewed Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2025-2026.
The Secretarial Audit Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (“Annexure-III”).
Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013 maintenance of cost accounts and requirement of cost audit is not applicable.
Internal Auditor:
The Company has duly complied with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act. In line with these requirements, the Board of Directors, at its meeting held on March 26th, 2025, appointed Mr. Naveen Kumar as the Internal Auditor for the Financial Year 2024-25 to Financial Year 2026-2027.
29. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2025-2026, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
30. HUMAN RESOURCES DEVELOPMENT:
The Company considers its employees to be one of its most valuable assets and remains committed to building a work environment that supports growth, learning, and professional development. The Company's human resource policies and practices are aligned with its business objectives and are
aimed at attracting, retaining, and developing talented individuals. During the year, the Company continued to strengthen its workforce by providing opportunities for skill enhancement, training, and career development.
The Company believes in maintaining cordial and healthy relationships with its employees and fostering a culture of teamwork, accountability, and continuous improvement. The dedication and commitment of its employees have been instrumental in the Company's progress. Industrial relations remained cordial throughout the year, and no significant employee-related issues were reported. The Board of Directors places on record its sincere appreciation for the valuable contribution and continued support of all employees. The Company's closing headcount as on 31st March, 2026 was 4(Four).
31. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs during the period under review.
32. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.integraprofit.com.
33. FAMILIARISATION PROGRAMMES
The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization Programme. The Company also conducts orientation Programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.
The familiarization Programme for Independent Directors is disclosed on the Company’s website www.integraprofit.com.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report as Annexure-IV.
The shareholders may refer to the Management Discussion and Analysis section of this Annual Report for comprehensive insight into the Company’s operating environment, including industry dynamics, business performance, risk factors, strategic outlook and the efficacy of internal control mechanisms
35. CODE OF CONDUCT:
The Company is committed to maintaining high standards of ethical and professional conduct across all levels of the organization. The Code of Conduct applicable to the Directors, Senior Management Personnel, and employees provides the guiding principles for ethical behaviour, integrity, transparency, and compliance with applicable laws and regulations. It also incorporates the duties of Directors, including those of Independent Directors, as prescribed under the Companies Act, 2013. All Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year under review.
36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at its workplace and the Company is committed to providing a conducive work environment to all its employees and associates. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, the Company has constituted Internal Complaints Committees (ICC) with one of its members being an external independent person who has legal experience / background relevant for the purpose of maintaining highest governance norms.
The Company’s POSH Policy states for prevention, prohibition and redressal of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
To build awareness in this area, the Company has been conducting induction/refresher programmes in the Organization on a continuous basis.
The details as to complain received, resolved, and pending as on March 31st, 2026 are as under:
• Number of complaints of sexual harassment received during the year: Nil
• Number of complaints of sexual harassment disposed off during the year: NA
• Number of complaints of sexual harassment pending for more than ninety days: NA
37. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application is made, or any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2026.
38. 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 ALONG WITH REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial year.
39. MATERNITY BENEFIT:
During the review period, the Company has fully adhered to the provisions of the Maternity Benefit Act, 1961.
The Company is dedicated to ensuring a safe, inclusive workspace and supporting the rights and well¬ being of its female employees by offering all statutory maternity benefits, including paid leave, job security and other entitlements as required by the Act. The Company is committed to ensuring a fair and inclusive recruitment process, with no discrimination on the grounds of maternity. Robust systems and procedures are in place to uphold both the spirit and the provisions of applicable
maternity-related legislation.
40. LISTING OF SECURITIES:
The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the Stock Exchange.
41. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)
The Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual Report for the top 1,000 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.
42. STATEMENT ON OTHER COMPLIANCES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:
a. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;
b. Issue of shares (including sweat equity shares) to employees of the Company.
c. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;
43. WEBSITE OF THE COMPANY:
Your Company maintains a website www.integraprofit.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
44. PREVENTION OF INSIDER TRADING:
The Company has 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 preclearance 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.
45. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:
(b) That in the preparation of the annual accounts for the financial year ended, 31st March, 2026 the applicable accounting standards had been followed along with proper explanation relating to material departures;
(c) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year review;
(d) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(e) That the directors had prepared the annual accounts for the financial year ended 31st March, 2026 on a going concern basis;
(f) 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 operating effectively and
(g) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
46.ACKNOWLEDGEMENT:
The Directors wish to convey their appreciation to all of the Company’s employees for their contribution towards the Company’s performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.
For & on behalf of Integra Capital Limited
Sd/- Sd/
Pankaj V ohra T arun V ohra
Date: 28.07.2026 Director Managing Director
Place: New Delhi DIN: 00030499 DIN: 00030470
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