Integra Switchgear Ltd Directors Report

To,
The Members,

Your Directors are pleased to present the 34th Annual Report on the business and operations of the Company for the Financial Year ended March 31, 2026

1. Financial Summary/Highlights

Financial Summary/Highlights

Standalone

Particulars	Year Ended 31.03.2026 (? in Lacs)	Year Ended 31.03.2025 (? in Lacs)
Sales and Other Income	2.49	12.89
Profit/(Loss) before Depreciation	(28.54)	1.51
Less: Depreciation	0.16	0.00
Profit/(Loss) of the Year	(28.70)	1.51
Less: Tax Expenditure	0.20	0.00
Provision for Deferred Tax	0.00	0.00
Profit/(Loss) After Taxation	(28.90)	1.51

Consolidated

Particulars	Year Ended 31.03.2026 (? in Lacs)	Year Ended 31.03.2025 (? in Lacs)
Sales and Other Income	2.49	12.89
Profit/(Loss) before Depreciation	(28.71)	1.51
Less: Depreciation	0.16	0.00
Profit/(Loss) of the Year	(28.87)	1.51
Less: Tax Expenditure	0.20	0.00
Provision for Deferred Tax	0.00	0.00
Profit/(Loss) After Taxation	(29.07)	1.51

2. Dividend
The Board does not recommend any dividend for the financial year 2025-26.

3. Reserves
No reserves are proposed to be carried forward for the financial year 2025-26.

4. Companys Working/State of Affairs
The Company presently owns a substantial land asset and does not have any active business operations. The Board and the new management view this land holding as a strategic asset with significant long-term value creation potential.

As part of its future growth strategy, the Company has acquired 100% equity stake in Bimal Switchgear Private Limited, which owns approximately 4,856 square metres of land adjoining the Companys existing land parcel of approximately 16,997 square metres. The combined contiguous land parcel of approximately 21,853 square metres provides the Company with considerable flexibility for evaluating and pursuing future development opportunities.

The land is situated at Lamdapura in Savli Taluka, Vadodara District, Gujarat, a rapidly developing industrial and agricultural region. Owing to its strategic location in proximity to the Manjusar GIDC industrial belt and the Halol-Savli growth corridor, the area has emerged as an attractive destination for engineering, pharmaceutical, warehousing, logistics and allied industries. The region is also witnessing increasing infrastructure development and investment activity, creating opportunities for long-term value appreciation.

The management continues to evaluate various opportunities to unlock the value of these assets and create sustainable value for all stakeholders. The Companys focus remains on identifying suitable business opportunities and leveraging its strategic land bank to establish a viable and sustainable business model in the future.

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 2025-26. The Company has not undertaken any commercial activity during the year under review.

6. Material Changes and Commitments
There have been no material changes and commitments affecting the financial position of the Company, except as stated below:

During the year under review, the Company completed the acquisition of 100% equity shares of Bimal Switchgear Private Limited in December 2025. The said acquisition was duly intimated to BSE Limited in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. Significant and Material Orders
No significant or material orders were passed by any regulator, court, or tribunal impacting the going concern status or future operations of the Company during or after the financial year under review.

However, the Company has received a Show Cause Notice ("SCN") from Securities and Exchange Board of India ("SEBI") dated October 15, 2025 in relation to alleged violation of Regulation 31A and other LODR Regulations. The matter is presently under adjudication and the hearing in the said matter was deferred, the date for which shall be communicated in due course by SEBI.

The erstwhile Promoters and Promoter Group of the Company have received a Show Cause Notice ("SCN") from SEBI dated January 7, 2026, in respect of alleged violation of Regulation 29 of LODR Regulations pertaining to the period prior to the change in control of the Company. Bimal Switchgear Private Limited, a subsidiary of the Company and formerly part of the erstwhile Promoter Group, has also been included in the proceedings.

Accordingly, the management believes that the above said both SCN are not expected to have any material adverse impact on the financial position or operations of the Company or its subsidiary. Since as per the Share Purchase Agreement dated February 12, 2024, any liability arising from such pre-acquisition matters is to be borne by the erstwhile Promoters (Vora family).

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
During the year under review, the Company acquired 100% equity shares of Bimal Switchgear Private Limited and accordingly, it became a wholly-owned subsidiary of the Company. The Company does not have any Joint Venture or Associate Company within the meaning of the Companies Act, 2013.

10. Performance and Financial Position of Subsidiaries, Associates and Joint Ventures
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (Act), the Company has prepared consolidated financial statements of the Company and its subsidiary, which form part of this Annual Report.

Financial performance of the subsidiary company, Bimal Switchgear Private Limited, for the year ended on 31st March, 2026 are as under:

Particulars	Year Ended 31.03.2026 (? in Lacs)	Year Ended 31.03.2025 (? in Lacs)
Sales and Other Income	0.00	8.32
Profit/(Loss) before Depreciation	(1.33)	7.19
Less: Depreciation	0.00	0.00
Profit/(Loss) of the Year	(1.33)	7.19
Provision for Tax	0.00	0.68
Provision for Deferred Tax	0.00	0.00
Profit/(Loss) After Taxation	(1.33)	6.51

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 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 2025-26.

14. Internal Auditors
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 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 Companys website having weblink https://integraindia.com/investor-relations 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)
Section 135 of the Companies Act, 2013 is not applicable as the Companys net worth, turnover, and profit are below the prescribed thresholds, therefore no CSR expenditure was made in FY 2025-26.

19. Directors & Key Managerial Personnel
During the period under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company. The Board of Directors and Key Managerial Personnel of the Company as on the date of this Report are as follows:

Name of the Director	Designation	Term	Remarks
Ms. Upveen Harpal (DIN: 06800217)	Whole-Time Director and CFO	3 Years	Chairperson for Board Meetings
Mr. Baljit Singh (DIN: 00711152)	Non-Executive Director	Liable to retire by rotation
Ms. Honey Baljit Singh (DIN: 02589597)	Non-Executive Director	Liable to retire by rotation
Mr. Michael J Commiskey Jr. (DIN: 10823134)	Non-Executive Independent Director	5 Years
CS Prerana S Bokil (DIN: 10272554)	Non-Executive Independent Director	5 Years

A. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

Declarations:
A declaration by Mr Michael J Commiskey Jr. 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:
Ms Honey Singh, 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 Ms. Singh. Details of Ms. Singh, 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 AGM.

B. 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 Companys business;
ii. Educational background 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, 2025 to 31st March, 2026 the Board of Directors met 4 times on the following dates:

Sr. No	Date	Board Strength	No. of Directors Presentd>
01	22-05-2025	05	05
02	06-08-2025	05	05
03	17-10-2025	05	05
04	13-02-2026	05	05

21. Audit Committee
The members of the Audit Committee of the Company are as under:

Sr. No.	Name of Director	Designation
01	Ms. Prerana S Bokil	Non-Executive Independent Director
02	Mr. Michael Joseph Commiskey Jr.	Non-Executive Independent Director
03	Ms Upveen Harpal	Whole-Time Director and Chief Financial Officer

Audit Committee meetings were held on 22.05.2025, 06.08.2025, 17.10.2025 & 13.02.2026.

22. Details of establishment of vigil mechanism for directors and employees
The said Committee Members are as under:

Sr. No.	Name of Director	Designation
01	Mr. Michael Joseph Commiskey Jr.	Non-Executive Independent Director
02	Ms. Upveen Harpal	Whole-Time Director and Chief Financial Officer
03	Ms. Prerana S Bokil	Non-Executive Independent Director

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

23. Nomination and Remuneration Committee
The members of the Nomination and Remuneration committee are as under:

Sr. No. Name of Director	Designation
01 Ms. Prerana S Bokil	Non-Executive Independent Director
02 Mr. Michael Joseph Commiskey Jr.	Non-Executive Independent Director
03 Mr. Baljit Singh	Non-Executive Director

Nomination and Remuneration Committee Meeting was held on 22-05-2025 during the year ended 31st March, 2026.

The policy formulated by nomination and remuneration committee:
The Company follows a 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.

During the financial year, meetings of the Nomination and Remuneration Committee were held on May 22, 2025, 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 are as below:

Sr. No.	Name of Director	Designation
01	Mr. Michael Joseph Commiskey Jr.	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 13, 2026. The Committee reviewed and resolved matters related to the redressal of shareholder grievances and other investor-related concerns.

25. Particulars of loans, guarantees or investments under section 186
Your Company has not given any loans or guarantees during the financial year 2025-26.

However, the Company has made investments under section 186 by investing into equity shares of subsidiary styled "BIMAL SWITCHGEAR PRIVATE LIMITED" with acquisition of 100% shareholding making it a wholly owned subsidiary.

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 Ruchita Patel & Associates, Practicing Company Secretaries firm enclosed herewith (Annexure-C). The Secretarial Auditor has reported that the Company has generally complied with the provisions of the aforesaid laws during the period under review, except for the observations stated hereunder:

i. During the period under review, the Company received a Show Cause Notice ("SCN") dated October 16, 2025, from the Securities and Exchange Board of India ("SEBI") in respect of alleged non-compliances with certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has submitted its response to the said SCN and the matter is presently pending before the Enquiries and Adjudication Department, SEBI, Mumbai.

ii. The erstwhile Promoters and Promoter Group have received a Show Cause Notice dated January 7, 2026, in relation to alleged noncompliance with Regulation 29 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 pertaining to the period prior to the change in control of the Company.

The management is of the view that the aforesaid SCN matters are not expected to have any material adverse impact on the financial position, results of operations or business of the Company or its subsidiary. Further, pursuant to the Share Purchase Agreement dated February 12, 2024, any liability arising out of matters relating to the period prior to the acquisition of control shall be the responsibility of the erstwhile Promoters (Vora family).

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 todays 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 Companys risk management is embedded in the business processes.

Your company has identified the following risks:

Key Risk	Impact to Integra Switchgear Ltd	Mitigation Plans
Uncertain global economic environment – slow growth in global economy	Impact on performance	Any delay or failure in executing such opportunities may adversely affect its growth prospects and financial performance.
Interest Rate Risk	Any increase in interest rate can affect the finance cost	The Company has not borrowed money.
Human Resources Risk	Your Companys 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.	Not Applicable
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	Not Applicable

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;

34. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place a Policy on Prevention of Sexual Harassment at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). As on 31st March, 2026, the Company had only two women personnel, comprising one Woman Whole-time Director and one Company Secretary, and no other employees. Accordingly, the Company complies with the applicable provisions of the POSH Act, as may be applicable from time to time. During the financial year under review, no complaint relating to sexual harassment was received.

During the year, the number of complaints received and disposed is mentioned below:

Sr No. Grievance Details	No of Cases
(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 Whole-Time Director and CFO DIN: 06800217 Place: New Delhi

Baljit Singh Director DIN: 00711152 Place: Abu Dhabi

Date: 31-08-2026

Registered Office: 3rd Floor, Fortune Tower, Sayajigunj, Vadodara, Gujarat, India, 390020

(Image caption: Artist Rendering of Future Land and Road)