Integra Switchgear Ltd Directors Report

To,

The Members,

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

1. Financial Summary/Highlights

(In lacs)

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

2. Dividend

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

3. Reserves

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

4. Companys Working/State of Affairs

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

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

Our Vision

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

Our Mission

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

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

5. Changes in the Nature of Business

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

6. Material Changes and Commitments

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

7. Significant and Material Orders

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

8. Adequacy of Internal Financial Controls

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

9. Subsidiary/Joint Ventures/Associate Companies

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

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

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

11. Deposits

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

12. Statutory Auditors

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

13. Auditors Report

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

14. Internal Auditors

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

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

15. Share Capital

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

16. Web link for Annual return

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

17. Conservation of energy, technology absorption and foreign exchange 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 2024-25.

19. Directors & Key Managerial Personnel

A) Changes in 2024-25:

NAME OFTHE DIRECTOR	EVENT DATE	DESIGNATION	TERM	REMARKS
Ms. Upveen Harpal (DIN:06800217)	31st December, 2024	Whole-Time Director & CFO	3 Years	Appointed at ExtraOrdinary General meeting held on 31st December, 2024
Mr. Baljit Singh (DIN:00711152)	31st December, 2024	Non-Executive Director	Liable to retire by rotation	Appointed at ExtraOrdinary General meeting held on 31st December, 2024
Ms. Honey Singh Singh (DIN:02589597)	31st December, 2024	Non-Executive Director	Liable to retire by rotation	Appointed at ExtraOrdinary General meeting held on 31st December, 2024
Mr. Michael Joseph Commiskey (DIN:10823134)	31st December, 2024	Non-Executive Independent Director	31st December, 2024, for a term of five consecutive years up to 30th December, 2029	Appointed at ExtraOrdinary General meeting held on 31st December, 2024
Mr. Pankaj Vora (DIN:00259241)	31st December, 2024	Whole-time Director	Ceased	Ceased with effect from 31st December, 2024 i.e closing date of Share Purchase Agreement
Ms Mayuri Vora (DIN:07163533)	31st December, 2024	Non-Executive Director	Ceased	Ceased with effect from 31st December, 2024 i.e closing date of Share Purchase Agreement
Mr Jagesh Doshi (DIN:00259347)	31st December, 2024	Non-Executive Independent Director	Ceased	Ceased with effect from 31st December, 2024 i.e closing date of Share Purchase Agreement

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

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

• Declarations

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

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

• Re-appointments:

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

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

C) Formal Annual Evaluation

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

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

i. General understanding of the Companys business;

ii. Educational back ground and experience:

iii. Personal and professional ethics, integrity and values;

iv. Willingness to devote

20. Number of meetings of the Board of Directors

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

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

21. Audit Committee

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

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

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

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

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

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

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

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

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

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

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

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

23. Nomination and Remuneration Committee

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

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

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

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

The policy formulated by nomination and remuneration committee:

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

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

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

24. Stakeholders Committee

The members of Stakeholders Committee of the Company till 31.12.2024:

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

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

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

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

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

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

26. Particulars of contracts or arrangements with related parties:

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

27. Managerial Remuneration:

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

28. Secretarial Audit Report:

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

29. Corporate Governance Certificate:

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

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

(Listing Obligations and Disclosure Requirements) Regulation, 2015:

Disclosures mentioned in Para A of Schedule V:

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

Disclosures mentioned in Para B of Schedule V:

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

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

Disclosures mentioned in Para F of Schedule V:

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

31. Code of Conduct:

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

32. Risk management policy:

In 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
Commodity Price Risk	Risk of price fluctuation on basic raw materials used in the process of manufacturing	The Company commands business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and ompensated both ways.
Uncertain global economic environment - slow growth in global economy	Impact on demand	The Company is in domestic market only.
Interest Rate Risk	Any increase in interest rate can affect the finance cost	The Company has not borrowed money except unsecured loan taken from Directors of the Company.
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.	By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service.
Compliance Risk - Increasing regulatory Requirements.	Any default can attract penal provisions	By regularly monitoring and review of changes in regulatory framework.
Industrial Safety, Employee Health and Safety Risk	The electrical engineering industry is exposed to accidents and injury risk due to human negligence.	Development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

33. Directors Responsibility Statement:

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

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

Sr. No. Grievance Details

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

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

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

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

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

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

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

37. Maintenance of Cost Records:

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

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

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

39. Compliance with Maternity Benefit Act, 1961

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

40. Acknowledgements

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

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

By Order of the Board of Directors

Upveen Harpal	Baljit Singh
Whole Time Director cum CFO Director	Director
DIN: 06800217	DIN: 00711152
Date: 06-08-2025
Place: Vadodara
Registered Office: 3rd Floor, Fortune Tower, Sayajigunj, Vadodara, Gujarat,
India, 390020