Integra Switchgear Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 33rd Annual Report on the business and operations of the Company for the
Financial Year ended March 31, 2025

1. Financial Summary/Highlights (In lacs)

PARTICULARS	YEAR ENDED	YEAR ENDED
	31.03.2025	31.03.2024
Sales and Other Income	12.89	5.19
Profit/(Loss) before Depreciation	1.51	(14.92)
Less: Depreciation	0.00	0.00
Profit/(Loss) of the Year	1.51	(14.92)
Provision for Tax	0.00	6.65
Provision for Deferred Tax	0.00	0.00
Profit/(Loss) After Taxation	1.51	(21.57)

2. Dividend

The Board does not recommend any dividend for the financial year 2024-25

3. Reserves

No reserves are proposed to be carried forward for the financial year 2024-25.

4. Company''s Working/State of Affairs

With the new Management''s good corporate governance, Integra Switchgear Limited has managed strong strategic liquidity,
debt-free balance sheet and profitability restoration. The Company has reported a net profit of 51.51 lakhs as compared to a
net loss of 521.57 lakhs in the previous financial year.

Integra Switchgear Limited which specializes in manufacturing located in the heart of India - the 4th world largest economy
with relevant investment factors: strong economic growth, huge consumer market, demographic advantage, policy and reform
push Make in India - incentives for manufacturing and domestic value added, strategic location, digital transformation and
sustainable infrastructure expansion. Moreover, India where Integra is located is the 2nd world largest manufacturing hub -
gateway to South Asia and proximity to the Middle East, Africa and ASEAN markets and with strong presence in the global
supply chains. The Integra Company is leveraging this strategic location in India, technology and innovation with sustain¬
ability matters. The Management is establishing strong strategic sustainable business model with core value of trusted
reliability, precise manufacturing, and built to last - it is geared towards long-term value creation delivering strong positive
impact: profitability and empowering sustainable future - creates jobs and drive positive change.

Our Vision

Our vision is to build lasting partnerships by delivering value to our clients and stakeholders. Through innovation and
sustainability, we aim to create products that drive progress and make a meaningful impact

Our Mission

We strive to create meaningful solutions that make a difference which is built on quality, trust, and care for the future

Made in Integra India with Quality and Reliability in every Connection bringing strong stakeholder engagements: positive
financial performance and sustainable impact.

5. Changes in the Nature of Business

There is no change in the nature of business during the financial year 2024-25.

6. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company. However, pursuant to
the completion of the open offer process, there has been a significant change in the management and control of the
Company. The entire promoter and promoter group shareholding held by the Vora Family has been transferred to Northvale
Capital Partners Limited, a Singapore-based entity, which now holds 68.60% of the equity share capital of the Company. As a
result, the management and control of the Company have been effectively transferred to Northvale Capital Partners Limited.
During the period under review, the Company has agreed to acquire 100% equity shares of Entity styled Bimal Switchgear
Private Limited on 16th January, 2025 and the same is under process due to contractual obligations.

7. Significant and Material Orders

No significant or material orders were passed by regulators, courts, or tribunals affecting the going concern status or future
operations of the Company during or after the financial year.

8. Adequacy of Internal Financial Controls

The Company has appointed internal auditor to assess the adequacy of internal financial controls, and the Board has ensured
adequate financial control measures.

9. Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and Financial Position of Subsidiaries, Associates, and Joint
Ventures

The Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

The Company has not accepted any deposits during the year, nor were there any deposits at the beginning of the year.
Therefore, the details related to deposits under Chapter V of the Act are not applicable

12. Statutory Auditors

M/s. D. C. Parikh & Co., Chartered Accountants, Vadodara, were appointed as the Statutory Auditors of the Company at the
Annual General Meeting held on September 30, 2024, for a term of five years, in accordance with the provisions of Section 139
of the Companies Act, 2013. They are eligible to continue as the Statutory Auditors of the Company for the current financial
year

13. Auditors'' Report

The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of
Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors'' report
for the financial year 2024-25.

14. Internal Auditors

The Company has appointed M/s. Dhrunal Mehta & Associates, Chartered Accountants as Internal Auditors of the Company
for conducting internal audit for the financial year 2024-25.

M/s. C Mukherjee & Co, Chartered Accountants are appointed as Internal Auditors of the Company for the year 2025-26 at
the meeting of the Board of the Directors held on 22nd May, 2025.

15. Share Capital

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

16. Web link for Annual return

The copy of annual return as required under section 92 of the Companies Act, 2013 read with the rule 12 of the Companies
(Management and Administration) Rules, 2014 will be available on the Company''s website having weblink https://integrain-
dia.com/files/agm/2025/Annual-report-2025.pdf after filing annual return, on completion of ensuing annual general
meeting, with the Registrar of Companies within the time stipulated in said section 92 of Act.

17. Conservation of energy, technology absorption and foreign exchange earn¬
ings and outgo

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

18. Corporate Social Responsibility (CSR)

Section 135 of the Companies Act, 2013 is not applicable as the Company''s net worth, turnover, and profit are below the
prescribed thresholds, therefore no CSR expenditure was made in FY 2024-25.

19. Directors & Key Managerial Personnel

A) Changes in 2024-25:

NAME OFTHE DIRECTOR	EVENT DATE	DESIGNATION	TERM	REMARKS
Ms. Upveen Harpal (DIN:06800217)	31st December, 2024	Whole-Time Director & CFO	3 Years	Appointed at Extra¬ Ordinary General meeting held on 31st December, 2024
Mr. Baljit Singh (DIN:00711152)	31st December, 2024	Non-Executive Director	Liable to retire by rotation	Appointed at Extra¬ Ordinary General meeting held on 31st December, 2024
Ms. Honey Singh Singh (DIN:02589597)	31st December, 2024	Non-Executive Director	Liable to retire by rotation	Appointed at Extra¬ Ordinary General meeting held on 31st December, 2024

NAME OFTHE DIRECTOR	EVENT DATE	DESIGNATION	TERM	REMARKS
Mr. Michael Joseph Commiskey (DIN:10823134)	31st December, 2024	Non-Executive Independent Director	31st December, 2024, for a term of five consecutive years up to 30th December, 2029	Appointed at Extra¬ Ordinary General meeting held on 31st December, 2024
Mr. Pankaj Vora (DIN:00259241)	31st December, 2024	Whole-time Director	Ceased	Ceased with effect from 31st December, 2024 i.e closing date of Share Purchase Agreement
Ms Mayuri Vora (DIN:07163533)	31st December, 2024	Non-Executive Director	Ceased	Ceased with effect from 31st December, 2024 i.e closing date of Share Purchase Agreement
Mr Jagesh Doshi (DIN:00259347)	31st December, 2024	Non-Executive Independent Director	Ceased	Ceased with effect from 31st December, 2024 i.e closing date of Share Purchase Agreement

• Ms. Upveen Harpal (DIN: 06800217) was appointed as the Chairperson of the Company at the Board Meeting held on 16th
January, 2025.

B) Declaration by an Independent Director(s) and re-appointment, if any

• Declarations

A declaration by Mr Michael Joseph Commiskey and Ms. Prerana S Bokil, Independent Directors that they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been received.

The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014.

• Re-appointments:

Mr. Baljit Singh, Director retires by rotation at the ensuing annual general meeting and being eligible offered himself for
re-appointment as Director.

The Company has received consent and declaration under form DIR-8 pursuant to Section 164 (2) read with Rule 14 (1) of
Companies (Appointment and Qualification of Directors) Rules, 2014 from Mr. Singh. Details of Mr. Singh, Director seeking
re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Require¬
ments) Regulation, 2015 with the Bombay stock exchange is already annexed to the notice of the AGM.

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual
Directors which includes criteria for performance evaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:

i. General understanding of the Company''s business;

ii. Educational back ground and experience:

iii. Personal and professional ethics, integrity and values;

iv. Willingness to devote

20. Number of meetings of the Board of Directors

During the year from 1st April, 2024 to 31st March, 2025 the Board of Directors met seven times on the following dates:

SR. NO	DATE	BOARD STRENGTH	NO. OF DIRECTORS PRESENT
01	29-05-2024	04	04
02	29-07-2024	04	04
03	26-08-2024	04	04
04	08-10-2024	04	04
05	05-12-2024	04	04
06	16-01-2025	05	05
07	07-02-2025	05	05

21. Audit Committee

The members of the Audit Committee of the Company till 31-12-2024 are here
as under:

SR.	NAME OF DIRECTOR	DESIGNATION
NO
01	Ms. Prerana S Bokil	Non-Executive Independent Director
02	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Independent Director
03	Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer

There was no occasion regarding non-acceptance of any recommendation of the Audit Committee during the year.

The Committee was reconstituted on 16th January, 2025 at the meeting of the
Board of Directors of the Company and is mentioned as under:

SR.	NAME OF DIRECTOR	DESIGNATION
NO
01	Ms. Prerana S Bokil	Non-Executive Independent Director
02	Mr. Michael Joseph Commiskey	Non-Executive Independent Director
03	Ms Upveen Harpal	Whole Time Director cum Chief Financial Officer

Audit Committee meetings were held on 29.05.2024, 29.07.2024, 08.10.2024 & 07.02.2025.

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

The Board has appointed the following persons as members of vigil committee:

SR.	NAME OF DIRECTOR	DESIGNATION
NO
01	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Independent Director
02	Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer
03	Mrs. Mayuri Pankaj Vora	Non-Executive Director

The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the
Company''s website

The said Committee was reconstituted on 16th January, 2025 at the meeting
of the Board of Directors of the Company and is mentioned as under:

SR.	NAME OF DIRECTOR	DESIGNATION
NO
01	Mr. Michael Joseph Commiskey	Non-Executive Independent Director
02	Ms. Upveen Harpal	Whole Time Director cum Chief Financial Officer
03	Ms. Prerana S Bokil	Non-Executive Independent Director

23. Nomination and Remuneration Committee

The members of the Nomination and Remuneration committee of the
Company till 31-12-2024 are here as under:

SR.	NAME OF DIRECTOR	DESIGNATION
NO
01	Ms. Prerana S Bokil,	Non-Executive Independent Director
02	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Independent Director
03	Mrs. Mayuri Pankaj Vora	Non-Executive Director

The Committee was reconstituted on 16th January, 2025 at the meeting of the Board of Directors of the Company and is
mentioned as under:

SR.	NAME OF DIRECTOR	DESIGNATION
NO
01	Ms. Prerana S Bokil	Non-Executive Independent Director
02	Mr. Michael Joseph Commiskey	Non-Executive Independent Director
03	Mr. Baljit Sinah	Non-Executive Director

The policy formulated by nomination and remuneration committee:

The Company follows a market linked remuneration policy, which is aimed at enabling the Company to attract and retain the
best talent. The Company does not have an Employees Stock Option Policy.

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management
Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid
down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial
position and review the performance of the Board of Directors and Senior Management personnel including Key managerial
personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the
remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration
commensurate with the performance of individual and group and also maintains a balance between both short and long term
objectives of the company.

During the financial year, meetings of the Nomination and Remuneration Committee were held on July 29, 2024 and December
5, 2024, wherein matters relating to the appointment, remuneration, and other terms of employment of Directors and Key
Managerial Personnel were considered and approved, as applicable.

24. Stakeholders Committee

The members of Stakeholders Committee of the Company till 31.12.2024:

SR.	NAME OF DIRECTOR	DESIGNATION
NO
01	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Independent Director
02	Mrs. Mayuri Pankaj Vora	Non-Executive Director
03	Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer

The said Committee was reconstituted on 7th February, 2025 at the meeting
of the Board of Directors of the Company and is mentioned as under:

SR.	NAME OF DIRECTOR	DESIGNATION
NO
01	Mr. Michael Joseph Commiskey	Non-Executive Independent Director
02	Ms. Honey Singh	Non-Executive Director
03	Ms. Prerana S Bokil	Non-Executive Director

During the financial year, a meeting of the Stakeholders Relationship Committee was held on February 7, 2024. The Committee
reviewed and resolved matters related to the redressal of shareholder grievances, including complaints regarding share
transfers, non-receipt of annual reports, and other investor-related concerns.

25. Particulars of loans, guarantees or investments under section 186

The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate during
the period under review.

26. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related party referred to in subsection (1) of section 188
of the Companies Act, 2013.

27. Managerial Remuneration:

Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-B).

28. Secretarial Audit Report:

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by DRP & Associates, Practicing
Company Secretaries firm enclosed herewith (Annexure-C).

29. Corporate Governance Certificate:

As stipulated in the Regulation 72 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company does not require to comply with Regulation 17 to Regulation 27 of the said regulation as
Paid-up Capital does not exceed Rs. 10 Crores or net worth does not exceed Rs. 25 Crores which is specified in Regulation 15
and hence did not need to obtain Corporate Governance Certificate.

30. Disclosures required under Schedule V regarding Annual Report pursuant
to Regulation 34 (3) of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulation, 2015:

Disclosures mentioned in Para A of Schedule V:

Disclosure regarding compliance with the Accounting Standard on ''Related Party Disclosures'' has been given in the notes to
the accounts.

Disclosures mentioned in Para B of Schedule V:

The Management Discussion and Analysis Report have been attached along with the Directors'' Report as Annexure - D.
Disclosures mentioned in Para C, D & E of Schedule V:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015, Para C, D and E of Schedule V does not apply to the Company.

Disclosures mentioned in Para F of Schedule V:

There are no shares in demat suspense account or unclaimed suspense account

31. Code of Conduct:

The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board
members and senior management personnel have agreed to follow compliance of code of conduct.

32. Risk management policy:

In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is
to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your
Company''s risk management is embedded in the business processes.

Your company has identified the following risks:

KEY RISK	IMPACT TO INTEGRA SWITCHGEAR LTD	MITIGATION PLANS
Commodity Price Risk	Risk of price fluctuation on basic raw materials used in the process of manufacturing	The Company commands business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and ompensated both ways.
Uncertain global economic environment - slow growth in global economy	Impact on demand	The Company is in domestic market only.
Interest Rate Risk	Any increase in interest rate can affect the finance cost	The Company has not borrowed money except unsecured loan taken from Directors of the Company.

KEY RISK	IMPACT TO INTEGRA SWITCHGEAR LTD	MITIGATION PLANS
Human Resources Risk	Your Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company	By continuously benchmarking of the best HR practices and carrying out necessary improve¬ ments to attract and retain the best talent. We do not anticipate any major issue for the coming years.
Competition Risk	Every company is always exposed to competition risk.	By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service.
Compliance Risk - Increasing regulatory Requirements.	Any default can attract penal provisions	By regularly monitoring and review of changes in regulatory framework.
Industrial Safety, Employee Health and Safety Risk	The electrical engineering industry is exposed to accidents and injury risk due to human negligence.	Development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

33. Directors'' Responsibility Statement:

The Directors confirm that:

a) in the preparation of the annual accounts, 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;

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.

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.

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

The Company has been employing about 1 woman employee including one woman Whole-time Director in various cadres. The
Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Work¬
place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints
received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees
(permanent, contractual, temporary, trainees) are covered under the policy.

During the year, the number of complaints received and disposed is men¬
tioned below:

Sr. No. Grievance Details

(a) number of complaints of sexual harassment received in the year; 0

(b) number of complaints disposed off during the year; 0

(c) number of cases pending for more than ninety day 0

35. Compliance with Secretarial Standards and SEBI (Listing Obligation and
Disclosure Requirement) Regulations 2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI
(Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time.

36. Fraud Reporting by Auditors under Section 143(12):

No fraud was reported by auditors under section 143(12), other than those reportable to the Central Government.

37. Maintenance of Cost Records:

The company is not required to maintain cost records as per section 148 of the Companies Act, 2013

38. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year
under review.

39. Compliance with Maternity Benefit Act, 1961

The Company is in compliance with Maternity Benefit Act, 1961. Current Leave policy of the company is in line with provisions of
Maternity Benefit Act, 1961 and other applicable labour laws and rules made thereunder. All employees are covered under the
said policy.

40. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India and all
other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and
confidence shown in the Company.

By Order of the Board of Directors

Upveen Harpal Baljit Singh

Whole Time Director cum CFO Director Director

DIN: 06800217 DIN: 00711152

Date: 06-08-2025
Place: Vadodara

Registered Office: 3rd Floor, Fortune Tower, Sayajigunj, Vadodara, Gujarat,

India, 390020

---

Mar 31, 2024

Your Directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. Financial summary or highlights/Performance of the Company

The financial results for the year are as under: [Rupees in Lacs]

PARTICULARS	YEAR ENDED 31.03.2024	YEAR ENDED 31.03.2023
Sales and other Income	5.19	0.77
Profit / (Loss) before depreciation	(21.57)	162.38
Less: Depreciation	0.00	0.00
Profit/(Loss) of the year	(21.57)	162.38
Less: Provision for tax	0.00	17.38
Provision for deferred tax	0.00	0.00
Profit/(Loss) after taxation	(21.57)	145.00

2. Dividend

Your Board does not recommend any dividend for the financial year 2023-24.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2023-24.

4. Brief description of the Company''s working during the year/State of Company''s affair

As the Company has closed its entire business operations, no business activities were conducted during the financial year 2023-24 & 2022-23 and therefore there was no turnover during the financial year 2023-24 & 2022-23. There was net loss of Rs. 21.57 lacs due to loss on sale of assets during the year 2023-24 against net profit of Rs. 145.00 lacs in previous year 2022-23.

During the period under review, Open Offer has been made to acquire upto 7,49,216 equity shares of Rs. 10/- each at a price of Rs. 12/- per fully paid-up Equity Share of Integra Switchgear Limited (''Target Company'') representing 26.00% of the fully paid up and voting share capital by Northvale Capital Partners Private Limited (hereinafter referred to & as the Acquirer”) and following events are captured as mentioned below:

No	Particulars	Date of event	Remarks
1	Open Offer	12-02-2024	Navigant Corporate Advisors Ltd ("Manager to the Offer") has submitted to BSE a copy of Public Announcement under Regulation 3(1), Regulation 4 read with Regulation 15(1), Regulation 13 and Regulation 14 of SEBI (Substantial Acquistion of Shares and Takeovers) Regulations, 2011 for the attention of the Equity Shareholders of Integra Switchgear Ltd ("T arget Company").
2	Detailed public statement	20-02-2024	Navigant Corporate Advisors Ltd ("Manager to the Offer") has submitted to BSE a copy of Detailed Public Statement for the attention of the Public Shareholders of Integra Switchgear Ltd ("T arget Company")
3	Draft & Updated Letter of Offer	27-02-2024	Navigant Corporate Advisors Ltd ("Manager to the Offer") has submitted to BSE a copy of Draft Letter

of Offer for the attention of the Public Shareholders of Integra Switchgear Ltd ("Target Company").

5. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2023-24.

6. Material changes and commitments, if any, 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 the report

No material changes in business occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. However, following material event has been occurred after the end of the financial year of the company:

The merchant Bankers of Acquirer ''Navigant Corporate Advisors'' has submitted to BSE on 12th July, 2024, a copy of advertisement for Recommendations of the Committee of Independent Directors (IDC) on the Open Offer to the Shareholders of the Company.

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 passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

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

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

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.

Your Company has accepted unsecured loans from directors of the Company and the opening balance was Rs. 2.00 lacs and the closing balance of unsecured loans was NIL as on 31^st March, 2024 as Company has refunded unsecured loan of Rs. 2.00 lacs availed from the Directors of the Company during the year.

12. Statutory Auditors

M/s. C. Mukherjee & Co., Chartered Accountants, Vadodara was appointed as Statutory auditors of the Company at the Annual General Meeting held on 26-09-2022 for a period of five years pursuant to the provisions of section 139 of the Companies Act, 2013 and is eligible to act as statutory auditor of the Company for the current year.

However, the existing statutory auditors have tendered the resignation as statutory auditor with effect from 12^th August, 2024.

Pursuant to suggestions of the Audit Committee, the Board recommended to appoint M/s. D. C. Parikh & Co., Chartered Accountants, having [FRN: 107537W] as Statutory Auditor of the Company pursuant to the provisions of Section 139 (8) of the Companies Act, 2013 from FY 2024-25. The Company has received consent and eligibility certificate from the auditors with regards to the appointment.

13. Auditors'' Report

The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors'' report for the financial year 2023-24.

14. Internal Auditors

The Company has appointed M/s. Dhrunal Mehta & Associates, Chartered Accountants as Internal Auditors of the Company for the year 2023-24 at the meeting of the Board of the Directors held on 14^th February, 2023 for conducting internal audit during the financial year 2023-24.

M/s. Dhrunal Mehta & Associates, Chartered Accountants appointed as Internal Auditors of the Company for the year 2024-25 at the meeting of the Board of the Directors held on 13^th February, 2024.

15. Share Capital

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

16. Web link for Annual return

The copy of annual return as required under section 92 of the Companies Act, 2013 read with the rule 12 of the Companies (Management and Administration) Rules, 2014 will be available on the Company''s website i.e. www.integraindia.com after filing annual return, on completion of ensuing annual general meeting, with the Registrar of Companies within the time stipulated in said section 92 of Act.

17. 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 (Annexure-A).

18. Corporate Social Responsibility (CSR)

As net worth of the Company is below rupees five hundred crore or turnover is below rupees one thousand crore or a net profit is below rupees five crore during the preceding financial year ended on 31^st March, 2023, Section 135 of the Companies Act, 2013 is not applicable and therefore the Company has not spent any sum towards Corporate Social Responsibility during the financial year 2023-24.

19. Directors & Key Managerial Personnel

A) Following changes incorporated during the financial year 2023-24:

• Mr. Pankaj Jamnadas Vora, Whole Time Director cum CFO, who was retiring by rotation, reappointed as Whole Time Director cum CFO at the annual general meeting held on 26^th September, 2023.

• CS Prerana Bokil appointed as an Independent Director of the Company at the annual general meeting held on 26^th September, 2023 with effect from 1^st October, 2023 for a period of five consecutive year''s upto 30^th September, 2028 and shall not be liable to retire by rotation.

• Ms. Mansi Ashok Shah, Independent Director of the Company resigned with effect from 1^st October, 2023.

B) Declaration by an Independent Director(s) and re-appointment, if any Declarations:

A declaration by Mr. Jagesh Mahendrabhai Doshi and Ms. Prerana S Bokil, Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been received.

The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

Re-appointments:

• Mrs. Mayuri Pankaj Vora, Director retires by rotation at the ensuing annual general meeting and being eligible offered herself for re-appointment as Director.

The Company has received consent and declaration under form DIR-8 pursuant to Section 164 (2) read with Rule 14 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014 from Mrs. Mayuri Pankaj Vora.

Details of Mrs. Mayuri Pankaj Vora, Director seeking re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange is already annexed to the notice of the annual general meeting.

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:

i. General understanding of the Company''s business;

ii. Educational back ground and experience:

iii. Personal and professional ethics, integrity and values;

iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

20. Number of meetings of the Board of Directors

During the year from 1^st April, 2023 to 31^st March, 2024 the Board of Directors met seven times on the following dates:

Sr. No.	Date	Board Strength	No. of Directors Present
1	18-05-2023	4	4
2	10-08-2023	4	4
3	22-08-2023	4	4
4	01-10-2023	4	4
5	08-11-2023	4	4
6	12-02-2024	4	4
7	13-02-2024	4	4

21. Audit Committee

The members of the Audit Committee of the Company till 30-09-2023 are here as under:

No.	Name of Director	Designation
1	Ms. Mansi Ashok Shah	Non-Executive Director	Independent
2	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Director	Independent
3	Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer

There was no occasion regarding non-acceptance of any recommendation of the Audit Committee during the year.

The Committee was reconstituted on 01-10-2023 at the meeting of the Board of Directors of the Company and is mentioned as under:

No.	Name of Director	Designation
1	Ms. Prerana S Bokil	Non-Executive Independent Director
2	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Independent Director
3	Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer

Audit Committee meetings were held on 18-05-2023, 10-08-2023, 08-11-2023 and 13-02-2024.

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

The Board has appointed the following persons as members of vigil committee:

No.	Name of Director	Designation
1	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Independent Director
2	Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer
3	Mrs. Mayuri Pankaj Vora	Non-Executive Director

The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Company''s website.

23. Nomination and Remuneration Committee

The members of the Nomination and Remuneration committee of the Company till 30-09-2023 are here as under:

No.	Name of Director	Designation
1	Ms. Mansi Ashok Shah	Non-Executive Director	Independent
2	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Director	Independent
3	Mrs. Mayuri Pankaj Vora	Non-Executive Director

The Committee was reconstituted on 01-10-2023 at the meeting of the Board of Directors of the Company and is mentioned as under:

No.	Name of Director	Designation
1	Ms. Prerana S Bokil	Non-Executive Independent Director
2	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Independent Director
3	Mrs. Mayuri Pankaj Vora	Non-Executive Director

The policy formulated by nomination and remuneration committee:

The Company follows a market linked remuneration policy, which is aimed at enabling the Company to attract and retain the best talent. The Company does not have an Employees Stock Option Policy.

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company.

Remuneration committee meeting was held on 22-08-2023 during the year ended 31^st March 2024.

24. Stakeholders Committee

The members of Stakeholders Committee of the Company are as under:

No.	Name of Director	Designation
1	Mr. Jagesh Mahendrabhai Doshi	Non-Executive Independent Director
2	Mrs. Mayuri Pankaj Vora	Non-Executive Director
3	Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer

Stakeholders Committee meeting was held on 13-02-2024 during the year.

25. Particulars of loans, guarantees or investments under section 186

The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate except loan to employees of the Company as per Company''s policy for employees.

26. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related party referred to in subsection (1) of section 188 of the Companies Act, 2013.

27. Managerial Remuneration:

Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-B).

28. Secretarial Audit Report:

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by DRP & Associates, Practicing Company Secretaries firm enclosed herewith (Annexure-C).

29. Corporate Governance Certificate

As stipulated in the Regulation 72 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company does not require to comply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital does not exceed Rs. 10 Crores or net worth does not exceed Rs. 25 Crores which is specified in Regulation 15 and hence did not need to obtain Corporate Governance Certificate.

30. Disclosures required under Schedule V regarding Annual Report pursuant to Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015:

Disclosures mentioned in Para A of Schedule V:

Disclosure regarding compliance with the Accounting Standard on ''Related Party Disclosures'' has been given in the notes to the accounts.

Disclosures mentioned in Para B of Schedule V:

The Management Discussion and Analysis Report have been attached along with the Directors'' Report as Annexure - D.

Disclosures mentioned in Para C, D & E of Schedule V:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, Para C, D and E of Schedule V does not apply to the Company.

Disclosures mentioned in Para F of Schedule V:

There are no shares in demat suspense account or unclaimed suspense account.

31. Code of Conduct

The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have agreed to follow compliance of code of conduct.

32. Risk management policy

In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes. Your company has identified the following risks:

Key Risk	Impact to Integra Switchgear Ltd	Mitigation Plans
Commodity Price Risk	Risk of price fluctuation on basic raw materials used in the process of manufacturing	The Company commands business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Uncertain global economic environment - slow growth in global economy	Impact on demand	The Company is in domestic market only.
Interest Rate Risk	Any increase in interest rate can affect the finance cost	The Company has not borrowed money except unsecured loan taken from Directors of the Company.
Human Resources Risk	Your Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company	By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. We do not anticipate any major issue for the coming years.
Competition Risk	Every company is always exposed to competition risk.	By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service.
Compliance Risk - Increasing regulatory Requirements.	Any default can attract penal provisions	By regularly monitoring and review of changes in regulatory framework.
Industrial Safety, Employee Health and Safety Risk	The electrical engineering industry is exposed to accidents and injury risk due to human negligence.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

33. Directors'' Responsibility Statement

Your Directors state that—

a) in the preparation of the annual accounts, 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;

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.

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.

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

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

35. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations.2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 from time to time except 100% shareholding of Promoters and promoters group of the company are not in Dematerialized form.

36. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

37. Disclosure regarding maintenance of cost records:

Your Company is not required to maintain cost records as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013.

38. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

39. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

By Order of the Board of Directors

Pankaj Jamnadas Vora Jagesh Mahendrabhai Doshi

Whole Time Director cum CFO Director

DIN: 00259241 DIN:00259347

Date : 26-08-2024 Place : Regd. Office 102, Gharonda Appts, Indira Marg,

Navapura, Vadodara - 390010, Gujarat.

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Mar 31, 2014

Dear Members,

The Directors hereby present the 22nd Annual Report together with the audited statement of account for the year ended on 31st March,2014.

(1) FINANCIAL RESULTS:

The financial Results for the year ended are as under:

Particulars Year ended Year ended On 31/03/2014 On 31/03/2013 (Rs. In lakhs) (Rs. In lakhs)

Sales and other income 1.43 1.24

Profit (Loss) before interest, depreciation and tax. -8.65 -7.22

Interest NIL NIL

Depreciation NIL NIL

Profit (Loss) before tax -8.65 -7.22

Tax NIL NIL

Profit (Loss) after tax carried to balance sheet. -8.65 -7.22

(2) DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31-03-2014.

(3) PUBLIC DEPOSIT:

The company has not accepted any deposit U/S 58 A of the Companies Act, 1956 during the year under report.

(4) DIRECTORS:

Mr. Mayur Vora and Mr. Pankaj Vora Directors shall retire by rotation at the ensuing annual general meeting and being eligible offer themselves for reappointment. Mr.Haresh D. Shah and Mr. Jagesh M. Doshi are proposed to be appointed as independent Directors.

(5) AUDITORS:

M/s. D.C.Parikh & Co., Chartered Accountants, Auditors of the company retire at the ensuing annual general meeting and eligible for reappointment.

(6) AUDITOR''S REPORT:

The observations of the auditors are explained whenever necessary, by way of appropriate notes to the account.

Qualification of auditors and reply thereof:

1. Non- provision of depreciation of Rs. 6.41 lacks on fixed asset of the company:

Reply: Due to inadequacy of profit, depreciation on fixed assets has not been provided.

(7) DIRECTOR''S RESPONSIBILITY STATEMENT: Your Board States that;

(i) In the preparation of the annual accounts for the year ended on 31st March 2014, the applicable accounting standards had been followed except AS-14 for depreciation not provided due to loss, there had been no other material departures from the said standards.

(ii) 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 as at 31st March, 2014 and of the profit of the company for the year ended on that day.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting statement in accordance with the provisions of the companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts for the year ended on 31st March 2014 on a going concern basis.

(8) CORPORATE GOVERNANCE REPORT:

Corporate Governance Report as required under clause 49 of the listing agreement is attached herewith.

(9) COMPLIANCE CERTIFICATE:

Compliance certificate U/S 383(1A) of the Companies Act, 1956 obtained from practicing Company Secretary is attached herewith.

(10) PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

(11) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INCOME AND OUTGO:

Information in accordance with the provisions of section 217 (1E) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of the board of directors) Rules 1988 is nil.

(12) ACKNOWLEDGEMENT:

Your Directors convey their deep sense of gratitude to the employees of the company and the company''s Banker The State Bank of India for their co-operation.

PLACE: Por-Ramangamdi On behalf of the board DATED: 12/08/2014 Sd/-

J. H. Vora Chairman

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Mar 31, 2013

Dear Members,

The Directors hereby present the 21th Annual Report together with the audited statement of account for the year ended on 31st March,2013.

(1) FINANCIAL RESULTS:

The financial Results for the year ended are as under:

Particulars Year ended Year ended On 31/03/2013 On 31/03/2012 (Rs. In lakhs)(Rs. In lakhs)

Sales and other income 1.24 3.64

Profit (Loss) before interest, depreciation and tax. -7.22 -6.99

Interest NIL NIL

Depreciation NIL NIL

Profit (Loss) before tax -7.22 -6.99

Tax NIL NIL

Profit (Loss) after tax carried to balance sheet. -7.22 -6.99



(2) DIVIDEND :

Your Directors have not recommended any dividend for the year ended 31-03-2013.

(3) PUBLIC DEPOSIT :

The company has not accepted any deposit U/S 58 A of the Companies Act, 1956 during the year under report.

(4) DIRECTORS:

Mr. Jagesh Doshi and Mr. J. H. Vora Directors shall retire by rotation at the ensuing annual general meeting and being eligible offer themselves for reappointment.

(5) AUDITORS:

M/s. D.C.Parikh & Co., Chartered Accountants, Auditors of the company retire at the ensuing annual general meeting and eligible for reappointment.

(6) AUDITOR''S REPORT:

The observations of the auditors are explained whenever necessary, by way of appropriate notes to the account. Qualification of auditors and reply thereof:

1. Non- Provision of Interest of advance for rupees 12.83 lacks :

Since company has not received any interest, the same is not taken as income.

2. Non- provision of depreciation of Rs. 6.41 lacks on fixed asset of the company : Due to inadequacy of profit, depreciation on fixed assets has not been provided.

(7) DIRECTOR''S RESPONSIBILITY STATEMENT: Your Board States that;

(i) In the preparation of the annual accounts for the year ended on 31st March 2013, the applicable accounting standards had been followed except interest income on loan given has not been added to other income as it is doubtful to recover and there had been no other material departures from the said standards.

(ii) 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 as at 31st March, 2013 and of theprofit of the company for the year ended on that day.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting statement in accordance with the provisions of the companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts for the year ended on 31st March 2013 on a going concern basis.

(8) CORPORATE GOVERNANCE REPORT:

Corporate Governance Report as required under clause 49 of the listing agreement is attached herewith.

(9) COMPLIANCE CERTIFICATE:

Compliance certificate U/S 383(1A) of the Companies Act, 1956 obtained from practicing Company Secretary is attached herewith.

(10) PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

(11) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INCOME AND OUTGO:

Information in accordance with the provisions of section 217 (1E) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of the board of directors) Rules 1988 is nil.

(12) ACKNOWLEDGEMENT:

Your Directors convey their deep sense of gratitude to the employees of the company and the company''s Banker The State Bank of India for their co-operation.

PLACE : Por-Ramangamdi On behalf of the board

DATED: 30/05/2013 Sd/-

J. H. Vora

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Mar 31, 2010

Dear Members,

The Directors hereby present the 18th Annual Report together with the Audited statement of the year ended on 31st March, 2010.

(1) Financial Results:

The financial Results for the year ended are as under:

Year ended Year ended (Rs. in Lacs) on 31-3-10 on 31-3-09

Sales and other income 4.96 21.54

Profit (Loss) before interest, depreciation and tax. -4.29 11.55

Interest Nil Nil

Depreciation 0.02 0.03

Profit (Loss) before tax -4.31 11.52

Tax 0.01 0.03

Profit (Loss) aftertax carried to Balance Sheet -4.32 11.49

(2) Dividend:

Your Directors have not recommended any dividend for the year ended 31-3-2010.

(3) Public Deposit :

The company has not accepted any deposit U/S 58Aof the Companies Act, 1956 during the year under report.

(4) Directors :

Mr. Mr. Haresh D. Vora and Mr. Jagesh M. Doshi, Directors shall retire by rotation at the ensuing annual general meeting and being eligible offer themselves for reappointment.

(5) Auditors:

M/s. D.C. Parikh & Co., Chartered Accountants, Auditors of the company retire at the ensuing annual general meeting and are eligible for reappointment. •

(6) Auditors' Report:

The observation of the auditors are explained whenever necessary, by way of appropriate notes to the accounts.

(7) Directors' Responsibility Statement: Your Board States that

(i) in the preparation of the annual accounts for the year ended on 31st March 2010, the applicable accounting standards had been followed except interest income on loan given has not been added to other income as it is doubtful to recover and there had been no other material departures from the said standards.

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the Profit of the company for the year ended on that day.

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting statement in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts forthe year ended on 31st March, 2010 on a going concern basis.

(8) Corporate Governance Report:

Corporate Governance Report as required under clause 49 of the Listing Agreement is attached herewith.

(9) Compliance Certificate:

Compliance Certificate U/S 383(1A) of the Companies Act, 1956 obtained from practicing Company Secretary is attached hearewith.

(10) Particulars of Employees:

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

(11) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Income and Outgo:

Information in accordance with the provision of section 217 (1E) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is Nil.

(12) Acknowledgement:

Your Directors convey their deep sense of gratitude to the employees of the company and the company's Banker State Bank of India for their co- operation.

On behalf of the Board Sd/- J.H.Vora Chairman

Place: Por-Ramangamdi

Date : 10-08-2010

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Mar 31, 2009

The Directors hereby present the 17th Annual Report together with the Audited statement of the year ended on 31 st March, 2009.

(1) Financial Results:

The financial Results for the year ended are as under:

Year ended Year ended (Rs. in Lacs) on 31-3-09 on 31-3-08

Sales and other income 21.54 28.00

Profit (Loss) before interest, depreciation and tax. 11.55 7.09

Interest Nil Nil

Depreciation 0.03 Nil

Profit (Loss) before tax 11.52 7.09

Tax 0.03 0.03

Profit (Loss) aftertax carried to Balance Sheet 11.49 7.06

(2) Dividend:

Your Directors have not recommended any dividend for the year ended 31-3-2009.

(3) Public Deposit:

The company has not accepted any deposit U/S 58Aof the Companies Act, 1956 during the year under report.

(4) Directors:

Mr. D.J. Vora and Mr. Mayur Vora, Directors shall retire by rotation at the ensuing annual general meeting and being eligible offer themselves for reappointment.

(5) Auditors:

M/s. D.C. Parikh & Co., Chartered Accountants, Auditors of the company retire at the ensuing annual general meeting and are eligible for reappointment.

(6) Auditors Report:

The observation of the auditors are explained whenever necessary, byway of appropriate notes to the accounts.

(7) Directors" Responsibility Statement: Your Board States that

(i) in the preparation of the annual accounts for the year ended on 31st March 2009, the applicable accounting standards had been followed except interest income on loan given has not been added to other income as it is doubtful to recover and there had been no other material departures from the said standards.

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March, 2009 and of the Profit of the company for the year ended on that day.

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting statement in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts for the year ended on 31 st March, 2009 on a going concern basis.

(8) Corporate Governance Report:

Corporate Governance Report as required under clause 49 of the Listing Agreement is attached herewith.

(9) Compliance Certificate:

Compliance Certificate U/S 383(1 A) of the Companies Act, 1956 obtained from practicing Company Secretary is attached heare with.

(10) Particulars of Employees:

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is nil.

(11) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Income and Outgo :

Information in accordance with the provision of section 217 (1E) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is Nil.

(12) Acknowledgement:

Your Directors convey their deep sense of gratitude to the employees of the company and the companys Banker State Bank of India for their co-operation.

On behalf of the Board

Sd/-

Place : Por-Ramangamdi J.H. Vora

Date : 30-6-2009 Chairman