డైరెక్టర్ల నివేదిక Integra Capital Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 35^th 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, 2025.

1. FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs)
Particulars	FY 2024-25	FY 2023-24
Total Revenue	28.67	125.36
Total Expenses	25.55	28.00
Profit/Loss Before Tax	33.98	97.40
Less: Tax Expense	10.55	1.51
Profit & Loss after Tax	23.43	95.89
Earning Per Shares (Basic)	0.50	2.04
Earning Per Shares (Diluted)	0.50	2.04

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended 31^st March, 2025, the Company has recorded total revenue of INR 28.67 Lakhs as against INR 125.36 Lakhs in Financial Year 2023-24 and the Company has earned Net Profit of INR 23.43 Lakh in the Financial Year 2024-25 as against INR 95.89 Lakhs in the Financial Year 2023-24.

3. SHARE CAPITAL:(i) Changes in the Capital Structure:

Authorized Share Capital:

The Authorised shares capital of the Company stood INR 15,00,00,000 (Indian Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs 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.

4. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the reporting period there was no changes in the nature of the business of the Company.

9. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board.

DIN / PAN	Name Of Director/KMP	Designation	Date of Appointment	Date of cessation
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

Following changes took place in the Board of Directors and Key Managerial Persons before the date of this report.

• Resignation of Neeraj Kumar Goel from the post of Independent Director w.e.f. 01/05/2024.

• Resignation of Rajgopal Swami from the post of Non-Executive Independent Director w.e.f. 09/05/2024.

• Appointment of Rajesh Kumar as Additional Director designated as Independent Director w.e.f. 20-05-2024 and Regularization of Mr. Rajesh Kumar from additional director to Director designated as Independent Director w.e.f. 24/09/2024.

• Resignation of Megha Wadhwa from the post of CS & CO w.e.f. 18th July.

• Ms. Shikha Garg Appointed as the Company Secretary and Compliance Officer of the Company in the Board Meeting held on July 23, 2024 and Resigned w.e.f. 17.09.2024.

• Ms. Jyoti Arora Appointed as the Company Secretary and Compliance Officer of the Company in the Board Meeting held on September 25, 2024 and Resigned w.e.f.

16.12.2024.

• Ms. Shruti Garg Appointed as the Company Secretary and Compliance Officer of the Company in the Board Meeting held on January 24, 2025 and Resigned w.e.f.

05.05.2025.

• Ms. Shikha Gupta Appointed as the Company Secretary and Compliance Officer of the Company in the Board Meeting held on June 19, 2025.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, total 12 (Twelve) meetings of the Board of Directors were held. Following are the dates on which the said meetings were held:

• April 05, 2024

• May 09, 2024

• May 20, 2024

• July 23, 2024

• August 14, 2024

• September 02, 2024

• September 25, 2024

• November 14, 2024

• December 16,2024

• January 24, 2025

• February 12, 2025

• March 26, 2025

Retirement by Rotation:

As per the provisions of the Companies Act, 2013, Ms. Anjali Vohra (DIN: 08551458), Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers herself for re-appointment at the 35^thAnnual 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 nonindependent 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 September 27^th, 2024 for the Financial Year 2024-25 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: Audit Committee, Nomination & Remuneration Committee and 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 04 (Four) meeting of the Audit Committee were held. Following are the dates on which the said meetings were held:

• May 09, 2024

• August 14, 2024

• November 14, 2024

• February 12, 2025

During the period under review, Mr. Rajgopal Swami resigned from the Board with effect from May 9, 2024. Subsequently, Mr. Rajesh Kumar was appointed as an Additional Director, designated as an Independent Director, with effect from May 20, 2024. Accordingly, the Committees of the Board of Directors were reconstituted effective May 20, 2024.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee 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 05 (Five) meeting of the Nomination and Remuneration Committee were held. Following are the dates on which the said meetings were held:

• May 20, 2024

• July 23,2024

• September 24,2024

• September 25,2024

• January 24, 2025

During the period under review, Mr. Rajgopal Swami resigned from the Board with effect from May 9, 2024. Subsequently, Mr. Rajesh Kumar was appointed as an Additional Director, designated as an Independent Director, with effect from May 20, 2024. Accordingly, the Committees of the Board of Directors were reconstituted effective May 20, 2024.

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 meeting of Stakeholders Relationship Committee were held 23^rd September, 2024

During the period under review, Mr. Rajgopal Swami resigned from the Board with effect from May 9, 2024. Subsequently, Mr. Rajesh Kumar was appointed as an Additional Director, designated as an Independent Director, with effect from May 20, 2024. Accordingly, the Committees of the Board of Directors were reconstituted effective May 20, 2024

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There is no material changes and commitment affecting 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;

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

14. 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.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

15. 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.

16. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-I”.

18. 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.

19. 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:

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-II” 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.

20. 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/.

21. 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.

22. 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 - III” with this report.

23. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, 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.

24. 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.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

26. 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.

27. 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:

(a) That in the preparation of the annual accounts for the financial year ended, 31^st March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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;

(c) 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;

(d) That the directors had prepared the annual accounts for the financial year ended 31^st March, 2025 on a going concern basis;

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

(f) 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.

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, 2025, 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 March 26, 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 2024-25.

The Secretarial Audit Report for the financial year ended 31st March, 2025 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-IV”).

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 26^th, 2025, appointed Mr. Naveen Kumar as the Internal Auditor for the Financial Year 202425 to Financial Year 2026-2027.

29. 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.

30. 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.

31. 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.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure - V”.

33. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

34. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

35. 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:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

36. 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.

37. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

38. LISTING OF SECURITIES:

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the Stock Exchange.

39. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual Report for the top 100 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.

40. 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. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;

41. 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.

42. 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.

43. ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. 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.

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Mar 31, 2024

Your Directors have pleasure in presenting you the 34th Annual Report together with the audited statement of
Accounts of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

(All amounts in Lakh of INR)

P A R T I C U L A R S	2023-24	2022-23
Revenue from operation	125.36	10.16
Other income	0.04	0.01
Total Revenue	125.41	10.17
Net Loss on Fair Value Changes	-	27.03
Impairment on Financial Instruments	(0.10)	0.09
Employee benefits expenses	8.30	1.00
Finance Cost	-	-
Other Expenses	19.80	12.64
Total Expenses	28.00	40.76
Profit before tax	97.40	(30.59)
Less: Tax Expenses	1.51	-
Profit after tax	95.89	(30.59)
Other Comprehensive Income	-	-
Total Comprehensive Income/(Loss) for the Year	-	-
Earning per Shares (Basic)	2.04	(0.65)
Earning per Shares (Diluted)	2.04	(0.65)

2. RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS:

• The revenue generated from operations amounted to INR 125.36/- Lakh in F.Y. 2023-24 as compared to F.Y. 2022¬
23, in which revenue generated was amounted to INR 10.16/- Lakh.

• Net profit (Loss) after tax is INR 95.89/- Lakh in F.Y. 2023-24 in Comparison to loss of INR (30.59)/- Lakhs in F.Y.
2022-23.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no Changes in the nature of business of the Company during the current financial year.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 15,00,00,000/- (Rupees Fifteen Crore). During the year under
review, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On March 31, 2024,
the paid-up capital stood at INR 4,70,28,000/- (Rupees Four Crore Seventy Lakh Twenty-Eight Thousand) divided into
47,02,800(Forty-Seven Lakh Two Thousand Eight Hundred) Equity Shares of INR 10/- (Rupee Ten Only) each.

5. OPERATION

The Company is categorized as B group NBFC “Non-Public Deposit Accepting Company” by the Reserve Bank of India.
During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company
continued to engage in its wealth/assets management business; and investments in shares & stocks, mutual funds, fixed
deposits etc., and consultancy & advisory services. The Company is, however, constantly looking for suitable business
opportunities to engage in and enhance its revenues. The overall running of the Company’s affairs/operations has remained
satisfactory.

6. DIVIDEND:

The company has gained the net profit of INR 95.89 (In Lakh), however company has decided to utilize such profits for
the growth of the company, the Board of Directors of the company has not recommended any dividend for the financial
year ended on 31st March, 2024.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no outstanding unclaimed/unpaid
dividend as on 31^st March 2023.

8. TRANSFER TO RESERVES:

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to
transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend.
Accordingly, Integra Capital Management Ltd. (‘the Company’ or ‘ICML’) has till date transferred a sum of Rs. 8,225.66
(in Thousand) to its reserve fund.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no 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 Report.

10. DEPOSITS:

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of
the year 31.03.2024.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES
ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements,
which also form part of this report.

12. CORPORATE SOCIAL RESPONSIBILITY:

The 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 are not
applicable on the Company.

13. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is not a manufacturing Company. Therefore, conservation of Energy & Technology Absorption is not
applicable. The Company has neither earned nor spent on foreign exchange.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of
the date of the report, your company has the following Directors on its Board:

S. No	Name	Designation	DIN/PAN	Date of Appointment
1	Pankaj Vohra	Chief Financial Officer	00030499	09/04/2019
2	Pankaj Vohra	Executive Director	00030499	30/09/2002
3	Tarun Vohra	Managing Director	00030470	02/05/1990
4	Anjali Vohra	Non-Executive Director	08551458	30/09/2019
5	Ajay Pratapray Shanghavi	Non-Executive Independent Director	00084653	05/04/2022
6	Rajesh Kumar	Non-Executive Independent Director	00042850	20/05/2024
7	Shikha Garg	Company Secretary	DRDPG1627J	23/07/2024

During the year under review following changes took place in the Board of Directors and Key Managerial Persons:

1. Mr. Rajesh Kumar (DIN: 00042850) appointed as an additional director on the Board of the Company with effect
from May 20, 2024 has been regularized as a Non-Executive Independent Director at AGM held dated September 09,
2022.

2. Mr. Tiruvayangudy Sundararaghavan Sridharan has resigned as an Independent Director from the Board of the
company with effect from May 15, 2023.

3. Ms. Saroj Bhandari has resigned as an Independent Director from the Board of the company with effect from May
23, 2023.

4. Ms. Shivani Jindal has been appointed as a Company Secretary and Compliance Officer to the company with effect
from April 18, 2023 & resigned on 29^th July, 2023.

5. Mr. Rajgopal Swami (DIN: 01445467) has resigned as an Independent Director from the Board of the company with
effect from 9^th May, 2024.

6. Mr. Neeraj Kumar Goel has been completed his tenure as an Independent Director from the Board of the company
with effect from May 1, 2024.

7. Ms. Brinda Mahajan has resigned as a Company Secretary and Compliance Officer from the company with effect
from April 17, 2023.

8. Ms Megha Wadhwa has been appointed as the Company Secretary and Compliance Officer as on 25 ^th August, 2023
and has resigned as a Company Secretary and Compliance Officer with effect from July 18, 2024.

9. Ms. Shikha Garg has been appointed as the Company Secretary and Compliance Officer with effect from 23^rd July,
2024.

Independent Director:

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Ajay Pratapray Shanghavi and Mr. Rajesh Kumar
(DIN: 00042850) are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they
meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder,
Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as
applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence. The Company has received confirmation from all the Independent Directors
of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in
terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of
high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are
independent of the management.

Key Managerial Personnel:

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2023-24 are:

• Ms. Brinda Mahajan was the Company Secretary and Compliance Officer till 17/04/2023.

• Ms. Shivani Jindal appointed as the Company Secretary and Compliance Officer w.e.f. 18/04/2023 has resigned on
29^th July, 2023.

• Ms Megha Wadhwa appointed as the Company Secretary and Compliance Officer w.e.f. 25^th August, 2023 and has
resigned on July 18, 2024.

• Ms. Shikha Garg has been appointed as the Company Secretary and Compliance Officer as on 23 ^rd July, 2024.

• Mr. Pankaj Vohra is the Chief Financial Officer of the company

• Mr. Tarun Vohra is the Managing Director of the company

15. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board met 9 (Nine) times to deliberate on various matters on 18/04/2023, 18/05/2023, 26/052023,
11/08/2023, 25/08/2023, 09/11/2023, 12/12/2023, 14/02/2024, and 11/032024.

The intervening gap between any two meetings did not exceed 120 days.

Name of the Director	Category	Number of Board meetings entitled to attend	Board Meetings Attended
Mr. Tarun Vohra	Managing Director	9	9
Mr. Pankaj Vohra	Director	9	9
Mr. Neeraj Kumar Goel	Independent Director	9	9
Mr. Anjali Vohra	Director	9	9
Mr. Saroj Bhandari	Independent Director	2	2
Mr. Tiruvayangudy Sundararaghavan Sridharan	Independent Director	1	1
Mr.Rajgopal Swami	Independent Director	9	9
Mr. Ajay Pratapray Shanghavi	Independent Director	9	9

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS.

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Monday, 25^th March, 2023
at the registered office of the Company at 32, Regal Building, Sansad Marg, Delhi-110001 to evaluate their performance.

17. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated
authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee.

Further, during the year under review, all recommendations made by the various committees have been accepted by the
Board.

18. AUDIT COMMITTEE

The Company has duly constituted an Audit Committee of directors in compliance with Section 177 of the Companies
Act, 2013 consisting of Three (3) members out of whom Two (2) are Independent and One (1) is Executive Director
(Mr. Ajay Pratapray Shanghavi & Mr. Rajesh Kumar are Independent Directors and Mr. Pankaj Vohra is Executive
Director).

The Committee comprises of:

• Ajay Pratapray Shanghavi (Chairman & Independent Director),

• Mr. Rajesh Kumar (Member, Independent Director),

• Mr. Pankaj Vohras (Member, Executive Director)

At the begging of the year composition of Audit Committee is as follows:

S.no	Name of Director	Designation
1.	Saroj Bhandari	Independent Director (Chairperson)

2.	Tiruvayangudy Sundararaghavan Sridharan	Independent Director (Membe r)
3.	Pankaj Vohra	Director (Member)

*During the period under review, Ms. Saroj Bhandari resigned w.e.f. 23^rd May, 2023 & Mr. Tiruvayangudy
Sundararaghavan Sridharan resigned w.e.f. 15 ^th May, 2023.

*Board has reconstituted the Audit Committee as follows:

S.no	Name of Director	Designation
1.	Ajay Pratapray Shanghavi	Independent Director (Chairperson)
2.	Rajgopal Swami	Independent Director (Member)
3.	Pankaj Vohra	Executive Director (Member)

*After the reporting period 31^st March, 2024 till the date of signing of report Rajesh Kumar is appointed as the
Independent Director w.e.f. 20^th May, 2024 and reconstitution of Audit Committee has taken place.

During the year under review total 6 (Six) Meetings of the Committee were held on 18^th May, 2023, 26^th May, 2023,
11^th August, 2023, 09^th November, 2023, 14^th February, 2024 and 11^th March, 2024. The maximum interval
between any two meetings did not exceed 120 days.

The Company Secretary of the Company acts as the Secretary to the Audit Committee. The primary objective of the
Audit Committee is to monitor and provide an effective supervision of the management’s financial reporting process, to
ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Audit Committee overseas the work carried out in the financial reporting process by the management, the
internal Auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. All
possible measures must be taken by the Audit Committee to ensure the objectivity and independence of the independent
auditors.

The Board has accepted all recommendations of Audit Committee.

19. NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the
Companies Act, 2013. The Committee’s scope of work includes nominate the directors as per their qualifications,
experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors
and laying guidelines for remuneration package or compensation etc.

The Committee comprises of:

• Rajesh Kumar (Chairperson and Independent Director)

• Ajay Pratapray Shanghavi (Member, Independent Director)

• Anjali Vohra (Member, Non-executive Director)

The composition of Nomination and Remuneration Committee consist of three non-executive directors with the
following members.

At the begging of the year composition of Nomination and Remuneration Committee is as follows:

S.no	Name of Director	Designation
1.	Saroj Bhandari	Independent Director (Chairperson)
2.	Tiruvayangudy Sundararaghavan Sridharan	Independent Director (Membe r)
3.	Anjali Vohra	Non-Executive Director (Member)

*During the period under review, Mr. Tiruvayangudy Sundararaghavan Sridharan resigned w.e.f. 15^th May, 2023 and
Ms. Saroj Bhandari resigned as on 23th May, 2023.

* Board has reconstituted the Nomination and Remuneration Committee as follows:

S.no	Name of Director	Designation
1.	Rajgopal Swami	Independent Director (Chairperson)
2.	Ajay Pratapray Shanghavi	Independent Director (Member)
3.	Anjali Vohra	Non-Executive Director (Member)

*After the reporting period 31^st March, 2024 till the date of signing of report Rajesh Kumar is appointed as the
Independent Director w.e.f. 20^th May, 2024 and reconstitution of Nomination and Remuneration Committee has taken
place.

During the year under review Two (2) meetings of the Nomination and Remuneration Committee were held on 18^th
April, 2023 and 25^th August, 2023.

20. 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.

At the beeeine of the year composition of Stakeholders Relationship Committee is as follows:

S.no	Name of Director	Designation
1.	Saroj Bhandari	Independent Director (Chairperson)
2.	Tiruvayangudy Sundararaghavan Sridharan	Independent Director (Membe r)
3.	Anjali Vohra	Non-Executive Director (Member)

*During the period under review, Mr. Tiruvayangudy Sundararaghavan Sridharan resigned w.e.f. 15^th May, 2023 and
Ms. Saroj Bhandari resigned as on 23th May, 2023.

Board has reconstituted the Stakeholders Relationship Committee as follows

S.no	Name of Director	Designation
1.	Rajgopal Swami	Independent Director (Chairperson)
2.	Ajay Pratapray Shanghavi	Independent Director (Member)
3.	Anjali Vohra	Non-Executive Director (Member)

*After the reporting period 31^st March, 2024 till the date of signing of report Rajesh Kumar is appointed as the

Independent Director w.e.f. 20^th May, 2024 and reconstitution of Stakeholders Relationship Committee has taken place.

S.no	Name of Director	Designation
1.	Rajesh Kumar	Independent Director (Chairperson)
2.	Ajay Pratapray Shanghavi	Independent Director (Member)
3.	Anjali Vohra	Non-Executive Director (Member)

During the year under review One (1) meetings of the Stakeholders Relationship Committee were held on 11^th
August, 2023 and attendance of the members of the meeting held during the Financial Year 2023-24 were as follow:

21. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s Policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the
Act has been briefly disclosed on the website of company.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the
Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies,
environment, operations, financial condition and compliance requirements.

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has
formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features
of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and
gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to
demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are
also expected to abide by the respective Code of Conduct as applicable to them

The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the
Remuneration Policy of the Company.

The said Policy is also available on the website of the Company i.e. http://www.integraprofit.com/

22. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in
accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of 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 criteria such
as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of 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 a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was
evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and
Non-executive Directors in the aforesaid meeting. The Board also assessed 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. The above evaluations were then discussed in the Board meeting and performance
evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing Regulations, kindly refer to the
Company’s website http://www.integraprofit.com/ for details of the familiarization program for IDs on their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company
and related matters.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure
I.

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

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the
management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct
or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the
Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson
of the Audit Committee.

27. DECLARATION OF INDEPENDENCE OF DIRECTORS

All Independent Directors of the Company have given declaration to the Company under Section 149(7) of the
Companies Act, 2013, they meet the criteria of independence as provided in the Sub-section 6 of Section 149 of
the Act and also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the
Board, The Independent Directors of the Company possess necessary expertise, integrity and experience.

28. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule
5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure II.

29. DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

30. AUDITORS & AUDITORS’ REPORT:

Statutory Auditors

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s. GSA & Associates LLP,
Chartered Accountants, New Delhi, were appointed as statutory auditors of the Company for a period of five years at the
Thirty Fourth Annual General Meeting as may be mutually agreed upon between the Board of Directors of the Company
and the Auditors.

Internal Auditor

Pursuant to Section 138 of the Act and Rules made there under rules, Mr. Naveen Kumar were appointed as Internal
Auditors for the financial year 2023-24.

Secretarial Auditor

Pursuant to Section 204 of the Act and Rules made there under, the Board of Directors of the Company had appointed
M/s Vikas Verma & Associates (Registration No. P2012DE081400) Practicing Company Secretary having its Registered
Office at B-502, Statesman House, 148, Barakhamba Road, New Delhi -110001, to conduct Secretarial Audit of the
Company for the financial year 2023-24. The Report of the Secretarial Audit is annexed herewith as Annexure -III.

Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act
are not applicable for the business activities carried out by the Company.

31. INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:

According to Section 134(5) (e) of the Companies Act, 2013, the Internal Financial Control (IFC) means the policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of 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 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 top management to executive.

Based on the results of such assessments carried out by management, no reportable material weakness or significant
deficiencies in the design or operation of internal financial controls was observed.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy on prevention, prohibitions and redressal of sexual harassment at workplace in line with
the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
has set up Committee for implementation of said policy. During the year Company has not received any complaint of
harassment.

33. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior
Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct
of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline.
The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms
part of the Code of Conduct. All Board members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.

34. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at Annexure -IV.

35. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return for FY 2023-24 is available on Company’s website at http://www.integraprofit.com/.

36. SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standards on Board and General Meetings
issued by Institute of Company Secretaries of India.

37. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the
Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of
regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not
exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The
Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, therefore Company is not required to comply with the said provisions.

38. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these items during the year under review:

• There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going
concern status of the Company and its future operation

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

• There has been no one time settlement and the valuation done while taking loan from the Banks or Financial
Institutions.

39. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the
employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance
and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges,
customers, vendors, members during the year under review.

For & on behalf of
Integra Capital Limited
(Formally Known as Integra Capital Management Limited)

Sd/- Sd/-

Pankaj Vohra Tarun Vohra

Date: 02.09.2024 Director Managing Director

Place: New Delhi DIN: 00030499 DIN: 00030470

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report and the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rupees in Lacs)

2014 - 2015 2013 - 2014

Total Income 97.54 34.86

Expenditure (72.69) (33.96)

24.85 0.90

Non - Cash Charges 1.28 1.35

Profit/(Loss) Before Tax 23.57 (0.45)

Tax Expense 0.87 -

Profit /(Loss) After Tax 22.70 (0.45)

No amount has been transferred to 'Reserves'; and no material change or commitment has occurred after he close of the Financial Year 2014-15 till the date of this Report, which affects the financial position of the Company.

OPERATIONS

The Company is categorized as B group NBFC "Non-Public Deposit Accepting Company by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company continued to engage in its wealth/assets management business; and investments in shares & stocks, mutual funds, fixed deposits etc., and consultancy & advisory services. The Company is, however, constantly looking for suitable business opportunities to engage in and enhance its revenues.

The overall running of the Company's affairs/operations has been highly satisfactory (as evidenced by the financial results), resulting in higher revenues and profitability.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year 31.03.2015, stood at Rupees Nil.

AUDITORS REPORT

The obervations of the Auditors are self-explanatory; and therefore donot call for any further comment/s. Auditors have neither made any adverse remarks nor have reported any fraud under Section 143(12) of the Companies Act, 2013.

DIVIDEND

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31st March, 2015.

DIRECTORS

Mr. Tarun Vohra retires by rotation at the ensuing Twenty Fifth Annual General Meeting and, being eligible, offers himself for reappointment. The Directors recommend his re-appointment, which would enable the Company to obtain his continued valuable guidance in the conduct of the Company's affairs.

Mr. Sushil Kumar Vohra retires by rotation at the ensuing twenty Fifth Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his re-appointment, which would enable the Company to obtain his continued valuable guidance in the conduct of the Company's affairs.

INDEPENDENT DIRECTORS

In accordance with the applicable provisions of the Companies Act, 2013, and the rules framed thereunder, a woman Director--Mrs. Saroj Bhandari--had been appointed by the Board of Directors of the Company as independent director on 28th March, 2015. She is to be appointed as an independent director for a period of five consecutive years at the ensuing Annual General Meeting. The Directors recommend her appointment.

AUDITORS

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s H.K. Dua & Co., Chartered Accountants, New Delhi, were appointed as statutory auditors of the Company for a period of five years at Twenty Fourth Annual General Meeting and their re-appointment to be ratified every year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The Company is not being a manufacturing Company therefore conservation of energy & technology absorption is not applicable. The Company has neither earned nor expended any foreign exchange.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and theListing Agreement.

AUDIT COMMITTEE

An Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel - Chairman

2. Shri T.S. Sridharan

3. Shri Tarun Vohra

SECRETARIAL AUDIT REPORT

Secretarial Audit Report for the financial yer ended 31st March, 2015, pursuant to Section 204(1) of the Companies Act, 2013 and the rules framed thereunder and obtained from the practising company secretary is annexed with this report. It does not call for any comments.

PAYMENT OF LISTING FEE

The annual listing fee for the year under review has been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2015-16.

DEMAT OF COMPANY'S EQUITY SHARES

In compliance with the Sebi's requirements and guidelines, the Company has appointed M/s Alankit Assignements Limited., 2-E/ 21, Jhandewalan Extension, New Delhi-110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demat of the equity shares of the Company and connectivity with them has been established.

SHARE CAPITAL

During the year under report, there has been no change in the authorised, subscribed and paid-up share capital of the Company.

BOARD MEETING

There were seven (7) meettings of the Board of Directors held during the year.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form No. MGt-9 is attached as Annexure 'A'.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls consistent with the nature of business and size of operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on regular basis by the management as well as by the internal auditors appointed by the Company.

CORPORATE GOVERNANCE

The compliance of clause 49 of the Listing Agreement isnot mandatory/applicable; and therefore, the information required there under has not been incorporated in the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions in regard to Corporate Social Responsibility (CSR) are not applicable to the Company.

VIGIL MECHANISM FOR DIRECTORS/EMPLOYEES

This clause is not applicable to the Company.

POLICY AND REMUNERATION COMMITTEE-MANAGERIAL REMUNERATION

None of the Directors of the Company are being paid any remuneration; and therefore, no committee has been constituted for this purpose, nor any policy for remunerating the directors has been framed.

ANNUAL EVALUATION -- BOARD AND ITS COMMITTEE/S

The performance of the Board and of each committee has been evaluated by its members and found to be satisfactory.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186......................... None

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Form No. AOC-2 is attached as Annexure 'B'

RISK MANAGEMENT

The Company has appropriate risk management policy commensurate with the size of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

The Company has no female employee nor does it have any public dealing; and therefore, there is no requirement to have in place anymehanism for prevention of sexual harassment.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, 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 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 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 irreggularities;

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

e) being a listed company, 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.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/ or the associates.

By Order of the Board of Directors,

Place : New Delhi Dated : 11th August, 2015 Chairman

Registered Office :

32, Regal Building, Sansad Marg, New Delhi - 110 001

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rupees in Lacs) 2013-2014 2012-2013

Total Income 34.86 41.25

Expenditure (33.96) (66.45)

0.90 (25.20)

Non - Cash Charges 1.35 2.79

Profit/(Loss) Before Tax (0.45) (27.99)

Assets Discarded/Written Off - 27.80

Profit/(Loss) After Tax (0.45) (55.79)

OPERATIONS

The Company is catagorized as B group NBFC "Non-Public Deposit Accepting Company" by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company continued to engage in its wealth/assets management business; and investments in shares & stocks, mutual funds, fixed deposits etc., and consultancy & advisory services. Market conditions, however, continued to be adverse, thereby affecting the Company''s results and the valuations.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year stood at Rupees Nil.

AUDITORS REPORT

The observations of the Auditors are self - explanatory; and therefore do not call for any further comments/s.

DIVIDEND

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31 st March, 2014.

DIRECTOR

Shri Pankaj Vohra and retires by rotation at the ensuing Twenty Fourth Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his re- appointment, which would enable the Company to obtain his continued valuable guidance in the conduct of the Company''s affairs.

INDEPENDENT DIRECTORS

In accordance with the Companies Act, 2013, Shri T.S. Sridharan and Shri Neeraj Kumar Goel are to be appointed as independent directors for a period of five consecutive years at the ensuing Annual General Meeting. The Directors recommend their appointment, which would enable the Company to obtain their continued valuable guidance in the conduct of the Company''s affairs.

AUDITORS

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s H.K. Dua & Co., Chartered Accountants, New Delhi, are to be appointed as statutory auditors of the Company for a period of five years at the conclusion of the ensuing Annual General Meeting and their re-appointment to be ratified later, every year.

ADDITIONAL / STATUTORY INFORMATION

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form - A and Technology Absorption in Form - B prescribed by the Rules. The Company, not being a manufacturing Company, is advised that the requirements of Forms - A & B are not applicable to the Company.

AUDIT COMMITTEE

Pursuant to the changes made in the Companies (Amendment) Act, 2000, an Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel - Chairman

2. Shri T.S. Sridharan

3. Shri Tarun Vohra

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed as annexure to this report. Auditor''s Certificate on Compliance of Corporate Governance is also annexed with this report.

COMPLIANCE CERTIFICATE

Compliance Certificate in terms of Section 383A of the Companies Act, 1956 obtained from the practising company secretary is annexed with this report. It does not call for any comments.

PAYMENT OF LISTING FEES

The annual listing fee for the year under review has been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2014-15.

DEMAT OF COMPANY''S EQUITY SHARES

In compliance with the Sebi''s requirements and guidelines, the Company has appointed M/s Alankit Assignements Limited., 2E/ 21, Jhandewalan Extension, New Delhi - 110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demat of the equity shares of the Company and connectivity with them has been established.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and have 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 at the end of the financial year and of the loss of the company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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.

4. That the Directors have prepared the annual accounts on a going-concern basis.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/or the associates.

By Order of the Board of Directors,

Place: New Delhi Dated :30th August, 2014 Director

Registered Office: 32, Regal Building, Sansad Marg, New Delhi-110 001

---

Mar 31, 2013

The Directors have pleasure in presenting the Twenty Third Annual Report and the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rupees in Lacs)

2012-2013 2011-2012

Total Income 41.25 (1.20)

Expenditure (66.45) (19.06)

(25.20) (20.26)

Non - Cash Charges 2.79 2.88

Profit/(Loss) Before Tax (27.99) (23.14)

Assets DiscardedAVritten Off 27.80 6.09

Profit/(Loss) After Tax (55.79) (29.23)



OPERATIONS

The Company is catagorized as B group NBFC "Non-Public Deposit Accepting Company" by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company continued to engage in its wealth/assets management business; and investments in shares & stocks, mutual funds, fixed deposits etc., and consultancy & advisory services. Market conditions, however continued to be adverse, thereby affecting the Company''s results and the valuations.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year stood at Rupees Nil.

AUDITORS REPORT

The observations of the Auditors are self - explanatory; and therefore do not call for any further comment/s.

DIVIDEND

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31st March, 2013.

DIRECTORS

Shri Tarun Vohra and Shri N.K. Goel retire by rotation at the ensuing Twenty Third Annual General Meeting and, being eligible, offer themselves for reappointment. The Directors recommend their reappointment, which would enable the Company to obtain their continued valuable guidance in the conduct of the Company''s affairs.

AUDITORS

The Company''s auditors, M/s H.K. Dua & Co., Chartered Accountants, retire at the conclusion of the ensuing Twenty Third Annual General Meeting and are eligible for reappointment.

ADDITIONAL / STATUTORY INFORMATION

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956 The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form - A and Technology Absorption in Form - B prescribed by the Rules. The Company, not being a manufacturing Company, is advised that the requirements of Forms - A & B are not applicable to the Company.

AUDIT COMMITTEE

Pursuant to the changes made in the Companies (Amendment) Act, 2000, an Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel-Chairman

2. Shri T.S. Sridharan

3. Shri Tarun Vohra

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed as annexure to this report. Auditor''s Certificate on Compliance of Corporate Governance is also annexed with this report.

COMPLIANCE CERTIFICATE

Compliance Certificate in terms of Section 383A of the Companies Act, 1956 obtained from the practising company secretary is annexed with this report. It does not call for any comments.

PAYMENT OF LISTING FEES

The annual listing fees for the year under review have been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2013-14.

DEMAT OF COMPANY''S EQUITY SHARES

In compliance with the Sebi''s requirements and guidelines, the Company has appointed M/s Alankit Assignments Limited., 2 E/21, Jhandewalan Extension, New Delhi - 110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demat of the equity shares of the Company and connectivity with them has been established.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm :

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and have 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 at the end of the financial year and of the loss of the company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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.

4. That the Directors have prepared the annual accounts on a going-concern basis.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/or the associates.



By Order of the Board of Directors,

Place: New Delhi

Dated :31st August, 2013 Director



Registered Office :

32, Regal Building,

Sansad Marg,

New Delhi-110 001

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Second Annual Report and the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rupees in Lacs)

2011-2012 2010-2011

Total Income 1.20 129.94

Expenditure (19.06) 111.12

(20.26) 18.82

Non - Cash Charges 2.88 2.88

Profit/(Loss) Before Tax (23.14) 15.94

Debtors/Tax/Mat of earlier years 6.09 15.00

Profit/(Loss) After Tax (29.23) .94



OPERATIONS

The Company is catagorised as B group NBFC "non-public deposit accepting company" by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company continued to engage in its wealth/assets management business, and investments in shares & stocks, mutual funds, fixed deposits etc., and consultancy & advisory services. Market conditions continued to be adverse, thereby affecting the Company's results and the valuations. The Company is continuously looking for opportunities in profitable avenues, though in difficult competitive market scenario.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year stood at Rupees Nil.

AUDITORS REPORT

The observations of the Auditors are self - explanatory, and therefore do not call for any further comment/s.

DIVIDEND

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31st March, 2012.

DIRECTORS

Shri Sushil Kumar Vohra and ShriT.S. Sridharan retire by rotation at the ensuing Twenty Second Annual General Meeting and, being eligible, offer themselves for reappointment. The Directors recommend their reappointment, which would enable the Company to obtain their continued valuable guidance in the conduct of the Company's affairs.

AUDITORS

The Company's auditors, M/s H.K. Dua & Co., Chartered Accountants, retire at the conclusion of the ensuing Twenty Second Annual General Meeting and are eligible for re- appointment.

ADDITIONAL / STATUTORY INFORMATION

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. The Company's (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form - A and Technology Absorption in Form - B prescribed by the Rules. The Company, not being a manufacturing Company, is advised that the requirements of Forms - A & B are not applicable to the Company.

AUDIT COMMITTEE

Pursuant to the changes made in the Companies (Amendment) Act, 2000, an Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel- Chairman

2. Shri T.S. Sridharan

3. Shri Tarun Vohra

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed as annexure to this report.. Auditor's certificate on compliance of corporate governance is also annexed with this report.

COMPLIANCE CERTIFICATE

Compliance certificate in terms of section 383A of the Companies Act, 1956 obtained from the practicing company secretary is annexed with this report. It does not call for any comments.

PAYMENT OF LISTING FEES

The annual listing fees for the year under review have been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2012 -13.

DEMAT OF COMPANY'S EQUITY SHARES

In compliance with the Sebi's requirements and guidelines, the Company has appointed M/s Alankit Assignments Limited., 2 E/21, Jhandewalan Extension, New Delhi - 110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demit of the equity shares of the Company and connectivity with them has been established.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm :

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2 That the Directors have selected such accounting policies and have 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 Loss. of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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.

4. That the Directors have prepared the annual accounts on a going-concern basis.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/or the associates.

By Order of the Board of Directors,

Place: New Delhi

Dated : 31st August, 2012 Director

Registered Office :

32, Regal Building,

Sansad Marg,

New Delhi-110 001

---

Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report and the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

2009 - 2010 2008 - 2009

Total Income 62.17 (24.09)

Expenditure 24.13 12.44

38.04 (36.53)

Non - Cash Charges 2.88 127.81

Profit Before Tax 35.16 (164.34)

Tax of Earlier Year - 9.74

Profit After Tax 35.16 (174.09)

OPERATIONS

The Company is catagorised as B group NBFC "non-public deposit accepting company" by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or lease business, and as of now, has no asset under lease and/or under hire purchase. During the year under review, the Company continued to earn fee-based income in its wealth management business viz. direct equity, mutual funds, real estate, risk management and other ancillary services and also pursued its activities in areas/fields of consultancy/advisory and investments & trading in shares, stocks, securities, mutual funds and other financial instruments.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year stood at Rupees Nil.

AUDITORS REPORT

The observations of the Auditors are self - explanatory, and therefore do not call for any further comments.

DIVIDEND

DEMAT OF COMPANYS EQUITY SHARES

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31st March, 2010.

DIRECTORS

Shri Sushil Kumar Vohra and Shri Pankaj Vohra retire by rotation at the ensuing Twentieth Annual General Meeting and, being eligible, offer themselves for reappointment. The Directors recommend their reappointment, which would enable the Company to obtain their continued valuable guidance in the conduct of the Companys affairs.

AUDITORS

The Companys auditors, M/s H.K. Dua & Co., Chartered Accountants, retire at the conclusion of the ensuing Twentieth Annual General Meeting and are eligible for reappointment.

ADDITIONAL / STATUTORY INFORMATION

During the year nr: employee, whether employed for the whole year or part of tin. year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. The Companys (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form - A and Technology Absorption in Form - B prescribed by the Rules. The Company, not being a manufacturing Company, is advised that the requirements of Forms - A & B are not applicable to the Company.

AUDIT COMMITTEE

Pursuant to the changes made in the Companies (Amendment) Act, 2000, an Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel - Chairman

3. Shri T.S. Sridharan

4. Shri Tarun Vohra

CORPORATE GOVERNANCE

As requ.ied under Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed as annexure to this report. Auditors certiticate on compliance of corporate governance is aiso annexed with this report.

PAYMENT OF LISTING FEES

The annual listing fees for the year under review have been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2010-1.1.

In compliance with the SEBIs requirements and guidelines, the Company has appointed M/s. Alankit Assignments Limited., 2 E/21, Jhandewalan Extension, New Delhi - 110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demat of the equity shares of the Company and connectivity with them has been established.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm :

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and have 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 at the end of the financial year and of the Profit of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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.

4. That the Directors have prepared the annual accounts on a going-concern basis.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/or the associates.

By Order of the Board of Directors,

Place : New Delhi Dated : 31 st August, 2010 Director

Registered Office : 32, Regal Building, Sansad Marg, New Delhi- 110 001