Quintegra Solutions Ltd Directors Report

Your Directors have pleasure in presenting the Thirtyfirst Annual Report together with the Audited Financial Statements for the year ended 31st March 2025.

FINANCIAL HIGHLIGHTS

($ in 000)

Particulars	For the year ended 31.03.2025	For the year ended 31.03.2024
Income	-	-
Other Income	-	-
Expenditure	810	513
Interest	-	513
Depreciation & Exceptional Items	-
Profit/(Loss) before Tax	(810)	(513)
Tax Expenses	-
Profit/Loss after Tax	(810)	(513)
Balance brought forward from previous year	(1780403)	(1779889)
Balance carried over	(1781213)	(1780403)

REVIEW OF OPERATIONS AND OUTLOOK

Constant efforts to revive business were put in but without any break through. All cost cutting measures were being implemented more effectively. Revival Attempts will continue.

CAPITAL REDUCTION

The Company proposed to go for reduction of paid-up share capital security premium, capital reserve and general reserve to set off the losses. Hence based on the recommendation of the Audit Committee, and subject to necessary approvals from various statutory authorities, the Board of Directors felt that it would be prudent to go in for reduction of share capital. Further, the process requires an enabling provision in the articles of association, since the present articles of association has no enabling provisions. The board of directors thought it fit to amend the same by insertion of new regulations 4B & 4C in the Articles of Association to enable the company to carryout reduction of share capital, share premium or General reserves.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year.

TRANSFER TO RESERVES

In view of the losses, transfer to General Reserves is not applicable.

DIVIDEND

In view of the loss incurred the Board does not recommend any dividend for the financial year ended 31st March 2025.

DIRECTORS

Mr Meleveettil Padmanabhan (DIN: 00101997), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-election.

Brief resume of the Directors, nature of expertise and names of Companies in which they hold directorship and membership/ chairmanship in Board/Committees as stipulated under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Annexure to the Notice convening the Annual General Meeting.

BOARD MEETINGS

The details of Board Meetings held during the year are given in the Corporate Governance Report.

STATUTORY AUDITORS

M/s. SVSR & Associates (Firm Registration No.014139S) Chartered Accountants, Chennai were appointed as the Statutory Auditors of the Company at the last AGM held on 27.7.2022 for a period of five years from the conclusion of the 28th AGM till the conclusion of the 33rd AGM. subject to ratification by the members at every AGM. However, the Companies (Amendment) Act, 2017 has dispensed with the requirements of annual ratification of the Statutory Auditors appointment. Accordingly the appointment of Statutory Auditors will not be placed for the ratification of the members at the ensuing AGM. The Auditors Report on the financial statements of the Company for the year under review does not contain any qualification, reservation or adverse remark

HUMAN RESOURCES

Nothing to report since there are no operations and employees except Wholetime Director and Company Secretary.

AUDIT COMMITTEE

Audit Committee consists of majority of Independent Directors as its members. During the year, Audit Committee met five times, the details of which are given in the Corporate Governance Report.

OTHER COMMITTEES

The details of Nomination and Remuneration Committee, and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all Independent Directors confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 26 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

The Company has a Nomination and Remuneration policy in place. Any Remuneration payable to Directors / Key Managerial Personnel are based on the approval of Nomination and Remuneration Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan (secured or unsecured) and has not given any guarantee or provided any security to any person.

RISK MANAGEMENT

The company has a Risk Management Policy. However, as per SEBI regulations, Risk Management Committee is not mandatory to the Company.

RELATED PARTY TRANSACTIONS

During the year no specific contract/arrangement were entered into by the company with related parties pursuant to Section 188 of the Companies Act, 2013.

FORMAL ANNUAL EVALUATION

In terms of the provisions of the Companies Act, 2013 and the Listing regulations, the Board reviewed and evaluated its own performance and of various Committees. The performance evaluation of the Independent Directors were carried out by the entire Board. The performance evaluation of the Chairman and Non Independent Directors were carried out by the Independent Directors.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has in place a Whistle Blower Policy for Directors / Employees.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial control procedure in place. The internal financial controls are verified and certified by an independent Audit Firm.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Policy is not applicable to the Company.

INTERNAL AUDIT

Internal Audit for the financial year ended 31st March 2025 was conducted by an independent firm viz. M/s DURV and Associates LLP, Chartered Accountants to evaluate effectiveness and adequacy of internal controls. DURV and Associates are appointed as Internal Auditors for the financial year 2025-26.

SECRETARIAL AUDITOR

Securities and Exchange Board of India vide its Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12th December 2024 published Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 wherein among other things Regulation 24A relating to appointment and reappointment of Secretarial Auditors was amended. Accordingly on the basis of recommendation of board of directors, a listed entity shall appoint or re-appoint: (i) an individual as Secretarial Auditor for not more than one term of five consecutive years; or (ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting.

Accordingly, the Board of Directors subject to the approval of members at the forthcoming AGM, appointed Mr B. Prabhakar, Practicing Company Secretary, Chennai holding CP No. 7870 and Peer Review No. 1554/2021 as the Secretarial Auditor for a period of five years with effect from the financial year 2025-26 to 2029-30. The Secretarial Audit Report for the financial year 2024-25 is annexed to and forms part of this report (Refer Annexure 1).

COST AUDIT

Cost Audit is not applicable to the Company.

PREVENTION OF SEXUAL HARASSMENT

Not applicable as there are no employees.

MATERIAL CHANGES

There were no material changes and commitments, during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2025, 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 / 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reporting on various aspects of MDA will not be appropriate at present as the Company has still not come out of financial and operational crunch. All possible efforts to revive/restructure the business are being explored. However for the benefit of members current situation relating to IT industry as reported by Nasscom is briefed in this section even though they may not be applicable to the company in the present scenario.

The theme of this years Nasscom Strategic Review report is "Beyond Disruption: Staying Future-Ready Today" which focuses on the Indian tech industrys strengthening position as a global technology and innovation hub.

Global Technology Trends 2024 showed signs of stability with most regions witnessing improved economic activity better aligned to their potential; the global tech spending registered significant growth of 10.8% primarily driven by strong hardware and software spending, while IT services growth remained flat at 4.7%.

Indian Technology Industry Overview - FY25 witnessed the industry strengthening its position as the global technology and innovation hub. This is reflected in the fact that despite uncertainties due to elections in several countries, the industry is expected to witness resilient growth in FY25 with revenue (including hardware) estimated to reach $283 Bn (5.1% y-o-y growth), an addition of nearly $14 Bn over last year. Exports are expected to cross the $200 Bn mark growing 4.6% y-o-y to $224 Bn. Domestic technology sector is trailing towards the $60 Bn mark, growing at 7.0% y-o-y to reach $58.2 Bn. With improving market conditions, the industrys net hiring this year increased to 126K employees, taking the total employee base to 5.80 Mn (2.2% y-o-y growth). USA and BFSI resurface as the key growth drivers with APAC, Telecom, Retail and Healthcare emerging as the other key growth markets for the industry.

As far as CY25-Technology Industry Outlook is concerned, Nasscom Annual Enterprise CXO Survey 2025 indicates stronger growth momentum for CY25 with higher technology spend, particularly AI-led digital spends. 82% of the CXOs expect to increase digital spend by 5%+ compared to CY24. For technology providers, FY26 is expected to see greater technology spending with 77% of the providers in the Nasscom Annual Tech Services CXO Survey 2025 expecting a higher business growth compared to last year, driven by growing foundational digital scope, emerging markets, and strategic AI-led demand. However, hiring growth expectations remain modest with 45% of the providers expecting increased hiring compared to FY25.The report also recommends a set of 4C strategic imperatives for the industry:

Co-create : With customers their personalized growth journeys

Collaborate: With future-ready partners for long-term symbiotic growth

Converge : Services and products onto scalable, customizable platforms

Catalyze : Tech R&D and skilled talent advantage to build next-gen solutions

CORPORATE GOVERNANCE REPORTS

The report on Corporate Governance as required Regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Compliance Certificate from the Statutory Auditors are annexed to and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

With regard to requirements relating to conservation of energy, technology absorption as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has nothing specific to report.

FOREIGN EXCHANGE EARNINGS & OUTGO

Nil

PARTICULARS OF EMPLOYEES

There are no employees who are covered under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

The details of remuneration during the year 2023-24 as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are attached and forms part of this report (Refer Annexure 2).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under Review, the Company has received a Notice from Income Tax Department - TDS Cell towards dues on account of Tax Deducted at Source remittances to the tune of $ 94.09 lacs. The Company is doing the needful to address the issue. The matter is appropriately disclosed in the Financial Statements and the receipt of notice had also been intimated to the Stock Exchanges.

ANNUAL RETURN

As required under Section 92(3) read with Section 134 (3)(a) of the Companies Act, 2013, the Annual Return for the year 2024-25 is put up on the Companys website and can be accessed at http://www.quintegrasolutions.com.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co-operation received from all its associates - the shareholders, customers, suppliers, banks, Government Departments and the employees.

	For and on behalf of the Board
Place : Chennai	Meleveettil Padmanabhan
Date : 26.08.2025	Chairman