Integrity Infrabuild Developers Ltd Directors Report

To

The Members,

Integrity Infrabuild Developers Limited

Your directors have pleasure in presenting the 01^st Annual Report on business and operations of Integrity Infrabuild Developers Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31,2025 and the report of the Auditors thereon.

1. COMPANY SPECIFIC INFORMATION:

The Company was originally incorporated as a partnership firm. Subsequently, Partnership Firm was converted to public Limited company under the Companies Act, 2013 with the name and style of —Integrity Infrabuild Developers Limited and received a Certificate of Incorporation from the Registrar of Companies as on June 01,2024.

The Company is engaged into the business of providing construction and maintenance of motorways, streets, roads, other vehicular and pedestrian ways, highways, bridges, tunnels, and subways.

2. FINANCIAL RESULTS:

The Financial performance of the Company the financial year ended 31st March, 2025 is summarized below:

(Amount In Lakhs)

Particulars	As on 31/03/2025	As on 31/03/2024
Revenue from operations	10870.38	6,447.02
Other income	20.88	13.80
Total income	10891.26	6,460.82
Total expenses	10512.65	6,287.69
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax	378.61	173.12
Exceptional and Extra Ordinary Items	-	-
Profit/ Loss before tax	378.61	173.12
Tax Expense: Current Tax	124.56	61.32
Deferred Tax	(23.38)	-
Profit / Loss for the Period / After Tax	277.44	111.80
Earnings Per Share (EPS)
Basic	8.95	-
Diluted	8.95	-

3. INITIAL PUBLIC OFFER:

During the year, pursuant to the Initial Public Offering ("IPO") of the Integrity Infrabuild Developers Limited ("Company"), which opened for subscription on May 13,2025 and closed on May 15,2025,12,00,000 Equity Shares of face value, of Rs. 10/ - each (*Equity Shares"), were allotted at a price of Rs. 100/ - per Equity Share (including a share premium of Rs. 90/ - per Equity Share), to the respective applicants in the various categories as approved in consultation with the authorized representative of the Designated Stock Exchange viz. National Stock Exchange of India Limited.

4. OPERATIONAL PERFORMANCE / STATE OF COMPANYS AFFAIRS:

The Company was originally incorporated as a partnership firm. Subsequently, Partnership Firm was converted to public Limited company under the Companies Act, 2013 with the name and style of —Integrity Infrabuild Developers Limited and received a Certificate of Incorporation from the Registrar of Companies as on June 01,2024.

During the financial year ended under review, the total income of your Company stood at Rs. 10891.26 lakhs as compared to previous year of Rs. Rs. 6,46082 lakhs. The Company earned a profit after tax of Rs. 277.44 lakhs as compared to previous year of Rs. 111.80 lakhs.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the financial year ended 31^st March, 2025.

6. TRANSFER TO RESERVES:

Your directors do not propose to transfer any amount to reserves for the year under review.

7. SHARE CAPITAL:

(a) Authorized Capital:

The Authorized share capital of the Company as on March 31, 2025 stood at Rs. 450 lakhs comprising of 45,00,000 Equity shares of Rs. 10/- each.

(b) Issued Capital:

The issued capital of the Company as on March 31, 2025 stood at Rs. 310 lakhs comprising of 31.00. 000 shares of Rs. 10/ - each.

However, the Company has allotted 12,00,000 Equity Shares of face value, of Rs. 10/- each (*Equity Shares"), at a price of Rs. 100/- per Equity Share (including a share premium of Rs. 90/- per Equity Share), to the respective applicants pursuant to the Initial Public Offering ("IPO") as on May 16, 2025.

Hence, as on date, the issued capital of the Company stands at Rs.430 lakhs, comprising 43.00. 000 equity shares of Rs.10 each.

(c) Paid-up Capital:

The paid-up share capital of the Company as on March 31, 2025 stood at Rs. 310 lakhs comprising of 31,00,000 shares of Rs. 10/- each.

However, the Company has allotted 12,00,000 Equity Shares of face value, of Rs. 10/- each (^Equity Shares"), at a price of Rs. 100/- per Equity Share (including a share premium of Rs. 90/- per Equity Share), to the respective applicants pursuant to the Initial Public Offering ("IPO") as on May 16, 2025.

Hence, as on date, the paid up capital of the Company stands at Rs.430 lakhs, comprising 43,00,000 equity shares of Rs.10 each.

8. EMPLOYEE STOCK APPRECIATION RIGHTS PLAN:

During the year, there was not employee stock option plan.

9. CHANGE OF NAME OF THE COMPANY CONSEQUENT TO CONVERSION OF PARTNERSHIP FIRM INTO PUBLIC LIMITED COMPANY:

The Company was originally incorporated as a partnership firm. Subsequently, Partnership Firm was converted to public Limited company under the Companies Act, 2013 with the name and style of —Integrity Infrabuild Developers Limited and received a Certificate of Incorporation from the Registrar of Companies June 01, 2024. Thereafter, the Companys equity shares were listed on SME Platform National Stock Exchange of India Limited ("NSE EMERGE") on May 20, 2025.".

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE PERIOD TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

Initial Public Offer ("The IPO")

A major highlight for the year under review was that the Company successfully came out with an Initial Public Offer of equity shares of the Company aggregating to Rs. 1200 Lakhs divided into 12,00,000 Equity Shares of Rs. 10/- each. The issue was entirely Fresh Issue of equity shares.

The company allotted 12,00,000 equity shares of Rs. 10/ - each on May 16, 2025, these shares were issued pursuant to the Initial Public Offering ("IPO") of Integrity Infrabuid Limited (" the Company") which was open for subscription from May 13, 2025 to May 15, 2025. These equity shares have been admitted to dealings and are listed on the NSE EMERGE SME Platform with effect from May 20, 2025.

The allotment was made to all applicants for the 12,00,000 equity shares in dematerialized form. The shares were issued at a price of Rs.100/ - per equity share, which includes a share premium of Rs. 90/ - per share.

We are gratified and humbled by the faith shown in the Company by the market participants. We are also grateful to our customers for their trust shown in our capabilities to consistently deliver high-quality services.

11. FINANCIAL STATEMENT:

As per provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME Platform of BSE Limited as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 01st April, 2017.

The Audited financial statements for the year ended on March 31, 2025 have been prepared in accordance with the Accounting Standards Schedule III provisions of the Companies Act, 2013 (hereinafter referred to as "The Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2025. The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report. The Audited financial statements together with Auditors Report form part of the Annual Report.

12. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statements.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company as per "Annexure-I".

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.integrityinfrabuild.com

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governaitri and management.

The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on the Companys website www.integritvinfrabuild.com We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy

16. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND TOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

17. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

18. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

19. CORPORATE SOCIAL RESPONSIBILITY fCSRl:

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company because your company incorporated on 01^st June, 2024 and not completed 3 years from incorporation. As the Company does not fall under the criteria limits mentioned in the said section 135 of the Companies Act, 2013, the same is not applicable to your company. Further, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS:

As on March 31,2025, the Board comprise five (5) Directors comprising of two (2) Independent Directors, one (1) Non-Executive, Non-Independent Director and two (2) Executive Directors as summarized below:

Sr. No. Name	Designation	Category
1 Keyurkumar Sheth (DIN: 02678042)	Chairman & Managing Director	Key Managerial Personnel
2 Nikhil Malpani (DIN: 09816032)	Director	Non-Executive Independent Director
3 Shivam Dhananjay Dave (DIN: 10687611)	Director	Non-Executive Independent Director
4 Rajendrakumar Natvarlal Sheth (DIN: 09063220)	Director	Non-Executive Director
5 Disha Keyurkumar Sheth (DIN:09063221)	Whole-time director	Executive Director

The position of the Chairman of the Board and the Managing Director are held by the same individual, Mr. Keyurkumar Sheth (DIN: 02678042), Executive director is the Chairman of the Board.

During the year under review, following Directors position were changed.

1. Mr. Nikhil Malpani is appointed as Non-Executive Independent Director in the Extra- Ordinary General Meeting held on 26th June, 2024 for a tenure of five years, w.e.f. 26^th June, 2024, till June 25, 2029.

2. Mr. Shivam Dhananjay Dave is appointed as Non-Executive Independent Director in the Extra-Ordinary General Meeting held on 28th June, 2024 for a tenure of five years, w.e.f June 28, 2024 and till June 27, 2029.

3. Mr. Rajendrakumar Natvarlal Sheth is appointed as Non-Executive Director in the Extra-Ordinary General Meeting held on 26th June, 2024 for a tenure of five years, w.e.f. 26^th June, 2024, till June 25, 2029.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the year and till the date of Boards Report.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as at 31.03.2025:

Sr. No. Name	Designation	Category
1 Keyurkumar Sheth (DIN: 02678042)	Managing Director	Key Managerial Personnel
2 Disha Keyurkumar Sheth (DIN:09063221)	Whole-time director	Executive Director
3 Disha Keyurkumar Sheth	CFO	Key Managerial Personnel
4 Krupa Jaedish Dholakia	Companv Secretary	Kev Managerial Personnel

1. Mr. Keyurkumar Sheth has been redesignated from Director to Managing Director of the Company, with effect from June 26, 2024, for a tenure of five years, commencing on June 26, 2024 and concluding on June 25, 2029.

2. Mrs. Disha Keyurkumar Sheth has been redesignated from Director to Whole Time Director with effect from 26^th June, 2024 for a tenure of five years, commencing June 26, 2024 and concluding on June 25,2029.

3. Mrs. Disha Keyurkumar Sheth is appointed as Chief Financial Officer w.e.f. 28^th June, 2024.

4. Mrs. Krupa Jagdish Dholakia is appointed as Company Secretary and Compliance Officer w.e.f. 11^th July, 2024.

21. MEETINGS OF THE BOARD OF DIRECTORS AND MEMBERS:

A. BOARD MEETING

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

(i) During the year under the review, the Board of Directors met 17(Seventeen) times as mentioned below.

Sr. No. Date of Meeting	Board Strength	No. of Directors Present
1 10/06/2024	3	3
2 24/06/2024	3	3
3 26/06/2024	3	3
4 28/06/2024	4	4
5 03/07/2024	5	5
6 11/07/2024	5	5
7 22/07/2024	5	5
8 06/08/2024	5	5
9 07/08/2024	5	5
10 10/08/2024	5	5
11 20/09/2024	5	5
12 26/12/2024	5	5
13 15/01/2025	5	5
14 01/02/2025	5	5
15 06/03/2025	5	5
16 25/03/2025	5	5
17 31/03/2025	5	5

(ii) Attendance of each Director at the Board Meetings during the year under review.

Sr. No. Name of the Director	Designation	No. of Meetings which were entitled to attend	No. of Meetings attended
1 Keyurkumar Sheth	Managing Director	17	17
2 Disha Keyurkumar Sheth	Whole-Time Director	17	17
3 Rajendrakumar Natvarlal Sheth	Director	17	17
4 Shivam Dhananjay Dave	Director	13	13
5 Nikhil Malpani	Director	14	14

B. GENERAL MEETING

Type of meeting	Date of meeting	Total Number of Members entitled to attend meeting	No. of Members Attended 4
Extra Ordinary General Meeting	26/06/2024	7	7
Extra Ordinary General Meeting	28/06/2024	7	7
Extra Ordinary General Meeting	03/07/2024	7	7
Extra Ordinary General Meeting	08/08/2024	7	7

22. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

A. Composition of Audit Committee:

The Board of Directors has constituted Audit Committee in accordance with Regulation 18 of the SEBI Listing Regulations and under Section 177 of the Companies Act, 2013.

Name of the Directors	Nature of Directorship	Designation in Committee
Shivam Dhananjay Dave	Non-Executive -Independent Director	Chairperson
Keyurkumar Sheth	Managing Director	Member
Nikhil Malpani	Non-Executive -Independent Director	Member

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

During the year under review, 1 (One) Audit Committee meetings was held as on 25^th March, 2025 . All the members were present in the committee meeting.

Company Secretary shall act as the secretary to the Audit Committee.

B. Composition of Stakeholder Relationship Committee:

The Board has constituted Stakeholder Relationship Committee in accordance with Regulation 20 of the SEBI Listing Regulations and under the provisions of section 178 of the Companies Act, 2013.

Name of the Directors	Nature of Directorship	Designation in Committee
Nikhil Malpani	Non-Executive -Independent Director	Chairperson
Disha Keyurkumar Sheth	Whole Time Director	Member
Keyurkumar Sheth	Managing Director	Member

Meeting of Stakeholder Relationship Committee and Relevant Quorum:

The quorum necessary for a meeting of the Stakeholder Relationship Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, 1 (one) Stakeholder Relationship Committee meeting was held as on 25^th March, 2025. All the members were present in the committee meeting.

Company Secretary shall act as the secretary to the Stakeholder Relationship Committee.

C. Composition of Nomination and Remuneration Committee:

The Board has constituted the Nomination and Remuneration Committee in accordance with Regulation 19 of the SEBI Listing Regulations and with section 178 of the Companies Act, 2013.

Name of the Directors	Nature of Directorship	Designation in Committee
Shivam Dhananjay Dave	Non-Executive -Independent Director	Chairperson
Nikhil Malpani	Non-Executive -Independent Director	Member
Rajendrakumar Natvarlal Sheth	Non - Executive Director	Member

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The Nomination and Remuneration Committee shall meet once in a year. The quorum for a meeting of the Stakeholders Relationship Committee shall be two members present.

During the year under review, Three (3) Nomination and Remuneration Committee meeting was held as on 26^th June, 2024,28^th June,2024 and 11^th July, 2024. All the members were present in the committee meeting.

Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.

23. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its "own performance", its "Board committees" and of "individual directors" in accordance with the provisions of the Companies Act, 2013.

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 ("NRC") 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 a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, the same was discussed in the Board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

24. AUDITORS:

a) Statutory Auditor:

M/ s. O. P. Rathi & Co., Chartered Accountants, (Firm Registration No. 108718W), Vadodara, were appointed as the Statutory Auditors of the Company on from the Board Meeting held on July 03, 2024 to conduct the audit from the period commencing from the date of incorporation of the company till the conclusion of ensuing Annual General Meeting.

The Board and audit Committee further recommends to appoint M/s. Jaymin Shah & Associates, Chartered Accountants as the statutory auditor of the company to hold office for the term of 5 years i.e. 2025-2026 to 2029-2030 to conduct the statutory audit of the company, subject to the approval of members in the ensuing general meeting.

The Auditors report for the year ended 31st March, 2025 has been issued with an unmodified opinion, by the Statutory Auditor.

b) Secretarial Auditor:

In terms of provisions of Section 204 of the Act and relevant rules thereunder, every listed company is required to annex with its Boards Report, a secretarial audit report, issued by a Practicing Company Secretary.

Your Company got Listed on the SME Platform of NSE Limited w.e.f. 20th May, 2025, the requirement for Appointment of Secretarial Auditor and also the Secretarial Audit Report is not applicable on the Company for the Financial Year 2024-25.

However, The Board of Directors of the Company had voluntarily appointed M/s JNG & Co. LLP, Company Secretaries, Practicing Company Secretary to undertake Secretarial Audit of the Company for the financial year i.e. 2024-25 in line with the good corporate governance commitment.

Further, the Board of Directors of the Company has appointed M/s. JNG & Co. LLP , Company Secretaries, Practicing Company Secretary to undertake Secretarial Audit of the Company for the financial year 2025-26 and 2026-27 vide board meeting dated May 30, 2025.

The Secretarial Audit Report for the year ended March, 2025 is annexed herewith as Annexure -II in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

c) Internal Auditor:

According to section 138 of Companies Act, 2013 and Companies (Accounts) Rules, 2014 and as per recommendations of Audit Committee of the Company M/s. SVJK & Associates, Chartered Accountants, (Firm Registration No. 135182W)), were appointed as the Internal Auditor of the Company for Financial Year 2025-26 and Financial Year 2026-27.

d) Cost Audit:

Maintenance of cost records and requirements 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.

25. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors Report:

The statutory auditor M/s. O. P. Rathi & Co., Chartered Accountants, (Firm Registration No. 108718W), were appointed as the Statutory Auditors of the Company on from the Board Meeting held on July 03,2024 to conduct the audit from the period commencing from the date of incorporation of the company till the conclusion of ensuing Annual General Meeting.

The auditors report includes an Emphasis of Matter section for certain matters, which are self- explanatory in nature.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in audit report for the financial year ended 31st March, 2025

ii. Secretarial Auditors Report:

The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134 [3] of the Act.

26. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc.

For details of the Familiarisation programme conducted, kindly refer Corporate Governance Report which forms part of this Annual Report.

27. BOARD EVALUATION:

In terms of the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The board carried out an annual performance evaluation of its own performance, individual directors as well as the working of the committees of the board. The performance evaluation of board and committees was carried out by the board after seeking all inputs from all the directors on the basis of criteria such as composition, structure, effectiveness and functioning of the Board and its respective committees.

The performance evaluation of the individual directors was carried out by the entire board excluding the director being evaluated.

In the separate meeting of independent directors, performance evaluation of the Chairperson and the Non-Independent Directors and board as a whole was carried out taking into account views of Executive and Non-Executive Directors. The overall performance of chairperson, Executive directors, Non-Executive Directors, Board and Committees of the Board was found satisfactory.

28. CORPORATE GOVERNANCE:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Integrity Infrabuild Developers Limited it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

As the securities of your Company are listed at NSE-SME Platform, the Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company.

29. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in polices, if any, are approved in consultation with the Auditors.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

30. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

Female: 5 Male: 48

Transgender: Nil

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

A. CONSERVATION OF ENERGY:

In our endeavour to promote green living, your Company initiated several measures to prevent water and air pollution at all the departments of the Plant.

Simultaneously, your Company is also making continuous efforts to reduce wastage and optimise energy consumption by adopting innovative measures. ^

Following steps are in place/planned for energy conservation:

•A. Warm Mix Asphalt (WMA):

1. Produced and laid at lower temperatures than traditional hot mix asphalt.

2. Reduces fuel consumption and greenhouse gas emissions.

B. Roller-Compacted Concrete (RCC):

Combines the strength of concrete with the speed of asphalt paving. Ideal for industrial roads and heavy traffic areas.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Your Company focused its efforts on process improvement, which has helped in optimising productivity.

Efforts in brief, made towards technology absorption, adaptation and innovation:

During the year, the Company upgraded many of its processes using efficient/ automatic equipment imbibing advanced technology to optimise productivity and cost.

Followings technology upgradation has been done in various areas:

•Ashitech Batchmix Plant is used for High-Quality Mix Production which ensures precise proportioning of aggregates, bitumen, and filler.

• Unipave Ashpalt Paver ensures uniform mat thickness and smooth surface finish due to precise screed control and its advanced grade and slope control system ensures perfect level and alignment.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No. Foreign exchange earnings and outgo	01/04/2024 To 31/03/2025
1. Foreign exchange earnings	Nil
2. Foreign exchange outgo	Nil

32. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruptiSS practices by the employees of the Company.

33. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at www.integrityinfrabuild.com.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators/ courts that would impact the going concern status of the Company and its future operations.

35. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure-III which forms part of this Report.

36. DISCLOSURES BY DIRECTORS:

The Board of Directors has submitted necessary disclosures under Companies Act, 2013, and declarations as to compliance with the Code of Conduct of the Company.

Further, under Regulation 34(3) and Schedule V Para C clause (10) (i) of the listing regulation, a certificate of Non-Disqualification of Directors as received from JNG & Co. LLP, Practicing Company Secretary, forming part of the Annual Report as "Annexure IV"

Declaration By Independent Directors:

Mr. Nikhil Malpani and Mr. Shivam Dhananjay Dave, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 25 (8) and 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

37. PUBLIC DEPOSITS:

During the year under review, your company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read together with Companies (Acceptance of Deposits) Rules, 2014.

However, Company has accepted unsecured loans from its directors and other Related Parties and the balances outstanding as on 31.03.2025 as given in the notes to the Financial Statements in accordance with the Accounting Standards.

38. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same;

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 period and of the profit of the Company for the year ended on 31st March, 2025.

c. 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. 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 are operating effectively and

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.

39. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the year ended 31^st March 2025 were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act, Rules made thereunder and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee, the Board and the shareholders, if required for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted, are subsequently audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.

Particulars of contracts/ arrangements with related parties entered into under section 188 [1] are available in Form AOC-2 as "Annexure- V" to this report.

The Company has not given any loan to its Associate Company and hence disclosure under Part A of Schedule V read with regulation 34 [3] of Listing Regulations is not required.

As required under Regulation 23(1) of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website at www.integrityinfrabuild.com

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL1 ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Respect for Gender Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed thereunder.

The said policy is uploaded on the website of the Company at www.integrityinfrabuild.com

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

41. DISCLOSURES IN ACCORDANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

In accordance with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, the Company is committed to providing all benefits and protection as mandated under the Act to its eligible women employees.

The Company has adopted policies to ensure that all eligible women employees are granted maternity leave and other related benefits as per the statutory provisions. The Company also strives to provide a safe, supportive and inclusive work environment for women employees during and after their maternity period.

During the year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961. No complaints or concerns relating to maternity benefit non- compliance were reported during the financial year.

The Board of Directors remains committed to upholding the rights and welfare of its women employees in compliance with the applicable laws and best practices.

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the period under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" because company has not completed seven years from incorporation. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

43. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made against the company or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS: ³⁵

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

45. GREEN INITIATIVE:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Companys website at www.integrityinfrabuild.com

46. ACKNOWLEDGEMENT:

The Directors would like to extend their sincere gratitude to the Companys customers, vendors, and investors for their unwavering confidence and patronage. We are deeply appreciative of the continuous support received from financial institutions, business associates, regulatory and governmental authorities, whose cooperation, support, and guidance have been instrumental in our success.

The Directors express their utmost appreciation for the dedicated efforts and contributions of every employee including the workmen at our manufacturing plants, who have demonstrated unwavering support and resilience during these challenging times. It is through the collective efforts of our stakeholders and employees that we continue to thrive and achieve our goals.

For and on behalf of the Board	Sd/-
Integrity Infrahuild Developers Limited	Disha Keyurkumar Sheth
Sd/-	Whole Time Director
Keyurkumar Sheth	(DIN: 09063221)
Managing Director
(DIN: 02678042)
Place: Vadodara
Dated: 27th September,2025