To,
The Members,
Integra Engineering India Limited
Your Directors take immense pleasure in presenting the Forty-fourth Annual Report of
your Company along with the Audited Financial Statements for the financial year ended 31st
March 2026.
1. The state of the Company's affairs including financial summary/ highlights
(Rs. in lakhs)
Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from Operations |
16,870.91 |
16,585.68 |
16,870.91 |
16,585.68 |
| Other Income |
102.56 |
95.10 |
102.56 |
95.10 |
| Total Income |
16,973.46 |
16,680.78 |
16,973.46 |
16,680.78 |
| Profit before Finance Cost, Depreciation and Taxes |
2,956.48 |
3,243.27 |
2,956.48 |
3,243.27 |
| (Less): Finance Cost |
(285.47) |
(239.92) |
(285.47) |
(239.92) |
| (Less): Depreciation & Amortization |
(484.84) |
(363.84) |
(484.84) |
(363.84) |
| Profit before Taxes |
2,186.17 |
2,639.51 |
2,186.17 |
2,639.51 |
| (Less): Tax Expenses |
(644.01) |
(790.74) |
(644.01) |
(790.74) |
| Profit for the year |
1,542.16 |
1,848.77 |
1,542.16 |
1,848.77 |
| Other Comprehensive Income |
21.91 |
(5.21) |
21.91 |
(5.21) |
| Total Comprehensive Income |
1,564.07 |
1,843.56 |
1,564.07 |
1,843.56 |
Note: All material accounting policies and material transactions have been disclosed in
notes on accounts to the financial statement as on 31st March 2026.
2. Dividend
In view of the need to conserve the resources of the Company, Directors of your Company
do not recommend dividend on equity shares for the year.
3. Reserves
The Company is not required to transfer any amount to its reserves. Hence, no amount of
profit is transferred to the general reserve.
However, in view of exercise of options and consequent allotment of 30,000 equity
shares of Re. 1/- each at an exercise price of Rs. 36/- per share, Rs. 5.72 Lakhs has been
transferred out of ESOP reserve to general reserve.
4. Report of frauds
There has been no instance of fraud reported by the Auditors under Section 143(12) of
the Act and rules framed there under either to the Company or to the Central Government.
5. Change in the nature of business
There was no change in the nature of business during the financial year under review.
6. Material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the
financial statements relate and the date of report
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year ended 31st March 2026 and the date of
signing of this report.
7. Details of significant and material orders passed by the Regulators or courts or
tribunals impacting the going concern status and Company's operations in future
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future during the financial
year under review.
8. Details in respect of the adequacy of internal financial controls with reference to
the financial statements
The Company has appointed internal auditor in accordance with Section 138 of the Act,
for ensuring adequacy of internal financial controls and your Board has taken adequate
care for financial control during the financial year under review.
9. Performance and financial position of each of the subsidiaries, associates, and
joint venture Companies
No Company has become or ceased to be Subsidiary/Joint venture/Associate Company of the
Company during the financial year.
However, the Company has one associate Company (Joint venture-Company) i.e.
"Integra Systems Private Limited" (ISPL), which has been admitted for
liquidation by Honorable National Company Law Tribunal (NCLT), Ahmedabad Bench, vide their
order dated 9th August 2024. Form AOC-1 in this regard is attached at the end of financial
statements.
10. Deposits
The Company has neither accepted nor renewed any deposit within the meaning of the
Companies (Acceptance of Deposits) Rules, 2014, during the financial year under review.
11. Change in Share Capital, if any
During the financial year 2025-26, Mr. Bhavin Kariya, CEO (KMP), exercised 30,000 stock
options granted to him under the Integra Engineering Employee Stock Option Plan 2015 (ESOP
2015). In the course of this exercise, 30,000 equity shares were allotted to him,
resulting in an increase in the paid-up equity share capital of the Company from
3,43,95,196 to 3,44,25,196 equity shares of Re. 1/- each aggregating to Rs. 3,44,25,196.
12. Disclosure regarding issue of Equity Shares with differential rights
The Company has not issued any Equity Shares with differential rights as to dividend or
vote during the financial year. Hence, details as per Rule 4(4) of Companies (Share
Capital and Debentures) Rules, 2014 are not required to be reported.
13. Disclosure regarding issue of Employee Stock Option
The Company has one Employee Stock Option Plan viz., Integra Engineering Employees'
Stock Option Plan 2015 (ESOP 2015), which was approved by the Members of the Company by a
special resolution at their Thirty-third Annual General Meeting ('AGM') held on 12th
August 2015.
Under the aforesaid plan, the Nomination and Remuneration Committee of the Company, at
its meeting held on 22nd August 2017, granted 1,80,000 (One Lakh Eighty Thousand) Stock
Options representing an equal number of equity shares of face value of Re. 1/- each, at an
exercise price of Rs. 36/- to eligible employees.
During the financial year 2025-26, the Scheme was in compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI (SBEB&ES)
Regulations') and no material changes were made by the Company in the Employees' Stock
Option Plan. Other relevant details in accordance with Part F of Schedule I of SEBI
(SBEB&ES) Regulations are available on the website of the Company
https://integraengineering.in/investor_relationship/category/c ompliance.
On 17th July 2025, the Board of Directors of the Company allotted 30,000 Equity Shares
of Re. 1/- each at an exercise price of Rs. 36/-, in exercise of option by Mr. Bhavin
Kariya (CEO) of the Company.
14. Annual Return on website
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual
Return is placed on the website of the Company and is available on weblink:
https://integraengineeringin/investor_relationship/category/c ompliance/annual-returns
15. Disclosure regarding issue of Sweat Equity shares
The Company has not issued any sweat equity shares during the financial year. Hence,
details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are
not reported yet.
16. 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 as Annexure-A.
17. Corporate Social Responsibility (CSR)
During the financial year 2025-26, your Company continued to implement CSR initiatives
that align with our core values and contribute to the well-being of the communities in
which we operate. The CSR Policy of your Company is aligned with the activities specified
in Schedule VII of the Act.
The amount required to be spent by the Company on CSR activities for the financial year
2025-26 was Rs. 44.02 Lakhs. However, the Company utilized a set-off of Rs. 0.53 Lakhs,
being the excess amount spent in the previous financial year, in line with Rule 7(3) of
the Companies (CSR Policy) Rules, 2014. Accordingly, the net amount required to be spent
during the year was Rs. 43.49 Lakhs, against which the Company has spent Rs. 43.86 Lakhs.
The annual report on CSR activities pursuant to Rule 8 of the Companies (CSR Policy)
Rules, 2014 is attached as Annexure - B.
18. Directors and Key Managerial Personnel:
A) Details of appointment/resignatton/retirement of Directors and Key Managerial
Personnel during the year under review and up to the date of this report:
Ms. Corinne Ruckstuhl (DIN: 03531399) was re-appointed as a retiring Director by the
members at their forty-third AGM held on17th July 2025.
Mr. Mahendra Sanghvi (DIN: 00084162) completed his 2nd term of 5 (five) consecutive
years as an Independent Director of the Company w.e.f., the close of business hours on
10th June 2025 and accordingly ceased to be Director of the Company. The Board placed on
record its immense appreciation for his valuable contribution during his tenure.
The approval of the members was accorded to the appointment of Mr. Dilipsinh Jadeja
(DIN: 03589440) w.e.f., 14th May 2025 in the forty-third AGM of the Company held on 17th
July 2025.
Mr. Kunal Thakrar, Chief Financial Officer and Key Managerial Officer, has resigned
from his position on 23rd April 2026, w.e.f., close of business hours on 29th May 2026,
due to personal reasons. The Board placed on record its immense appreciation for his
valuable contribution during his tenure.
B) Statement on declaration given by Independent Directors under Section 149(6) of the
Act
The Board of Directors hereby declares that all the Independent Directors duly
appointed by the Company have given the declaration and they meet the criteria of
independence as provided under Section 149(6) of the Act.
C) Statement with regards to integrity, expertise and experience of Independent
Directors
The Board of Directors are of the opinion that the Independent Directors of the Company
are of high integrity and suitable expertise as well as experience (including
proficiency).
D) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of the Board, its
committees and individual Directors which include criteria for performance evaluation of
the Non-executive Directors. The Board has carried out an annual performance evaluation of
its own performance, the Directors individually as well as the evaluation of the working
of its committees. The Board of Directors has expressed their satisfaction with the
evaluation process.
A statement indicating the manner in which a formal annual evaluation has been made by
the Board of its own performance and that of its committees and individual directors has
been given in the Report of Corporate Governance.
19. Meetings
During the financial year 2025-26, four Board and four Audit Committee meetings were
held, the details of which are given in the Corporate Governance Report.
The intervening gap between two consecutive meetings was within the period prescribed
under the Act and the Listing Regulations.
20. Details of establishment of vigil mechanism for directors and employees
The Company has framed a vigil mechanism in accordance with the relevant provisions of
the Act read with Regulation 22 of the Listing Regulations and the same may be accessed on
the
Company's website. Further, every employee of the Company can directly report to the
Chairman of the Audit Committee when he / she becomes aware of any actual or possible
violation of the Code or an event of misconduct, act of misdemeanor or act not in the
Company's interest.
21. Particulars of loans given, guarantees given, investments made and securities
provided
Details of loans, guarantees and investments are within the limit of the provisions of
Section 186 of the Act as appearing in Note no. 7 and Note no. 14 of the financial
statements.
22. Particulars of contracts or arrangements with related parties
Particulars of contracts or arrangements with related parties in Form AOC-2 is annexed
as Annexure-C.
23. Managerial Remuneration
Disclosures pursuant to Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
enclosed herewith as Annexure-D.
24. Auditors
• Statutory Auditors
M/s. CNK & Associates LLP, Chartered Accountants, (Firm Registration No.:
101961W/W-100036) have been appointed as Statutory Auditors of the Company, by the members
in its forty-third AGM held on 17th July 2025, to hold office up to the conclusion of
forty-eighth AGM to be held in 2030.
• Internal Auditors
M/s. Shah and Shah Associates, Chartered Accountants, (FRN 109458W), have been
appointed as the Internal Auditor of the Company for the financial year 2026-27, by the
Board of Directors, based on recommendation of the Audit Committee, in accordance with
Section 138 of the Act and rules framed thereunder.
• Secretarial Auditors
M/s. Devesh Pathak & Associates, Practising Company Secretaries, (Firm Registration
No.: 2018GJ621500), have been appointed as Secretarial Auditor of the Company, by the
members in its forty-third AGM held on 17th July 2025, to hold office up to financial year
2029-30, in accordance with Regulation 24A of the Listing Regulations.
The Secretarial Audit Report and Annual Secretarial Compliance Report issued by M/s.
Devesh Pathak & Associates, for the financial year 2025-26 have been annexed to this
Report as Annexure-E & F respectively.
• Cost Auditor
Mr. Divyesh Vagadia, Practicing Cost Accountant, has been appointed as the Cost Auditor
for the financial year 2026- 27, by the Board of Directors, upon recommendation of the
Audit Committee, in terms of Section 148 of the Act and rules framed thereunder. Mr.
Divyesh Vagadia has furnished his consent and eligibility to be appointed as a Cost
Auditor in terms of the relevant provisions of the Act and rules mentioned thereunder.
The ratification of remuneration payable to Mr. Divyesh Vagadia, for the financial year
2026-27, will be subject to approval of the members at the ensuing AGM.
• Explanation or comments on disqualifications, reservations, adverse remarks or
disclaimers in the Auditor's Report
Neither the Statutory Auditor nor the Secretarial Auditor of the Company, in their
respective draft reports, have made any qualifications, reservations, adverse remarks or
disclaimers. Accordingly, no explanations/comments thereon are required to be furnished by
the Board.
25. Corporate Governance Report
The Company has been following the principles and practices of good Corporate
Governance and has ensured compliance with the requirements under the Listing Regulations.
A detailed report on Corporate Governance as required under Regulation 34 read with
Part C of Schedule V to the Listing Regulations is appended along with the certificate
confirming the compliance of conditions on Corporate Governance, issued by M/s. Devesh
Pathak & Associates, Practising Company Secretaries, Vadodara. The Corporate
Governance Report is forming part of the Board's Report as per Annexure-G.
26. Management Discussion and Analysis Report
The Management Discussion and Analysis Report, as required in terms of Regulation 34(2)
of the Listing Regulations forms part of this Report as Annexure-H.
27. Risk management
The Management has put in place adequate and effective system and manpower for the
purposes of risk management. In the opinion of the Board, there are no risks which would
threaten the existence of the Company
28. Directors' Responsibility Statement
In terms of Section 134(3)(c) read with 134(5) of the Act, your Directors would like to
state that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2026, 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 for the financial year ended March 31,
2026, 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 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.
29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company maintains a zero tolerance towards sexual harassment at the workplace. In
alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ('the POSH Act') and rules framed thereunder, a comprehensive policy
has been implemented by the Company. This policy applies to all employees, including
permanent, contractual, temporary, and trainees. An Internal Committee has also been
constituted in accordance with the POSH Act to redress complaints received on sexual
harassment.
During the year under review, no complaint was reported to the Internal Committee and
accordingly, the Company has no information to report on filing and disposal of the cases
pursuant to Section 22 of the POSH Act.
30. Compliance with the provisions relating to the Maternity Benefit Act, 1961
During the year under review, your Company has complied with the applicable provisions
of the Maternity Benefit Act, 1961, including amendments thereto.
31. Directors Training & Familiarization
The Directors are regularly informed during the meetings of the Board and the
Committees, of the activities of the Company, its operations and issues faced by the
engineering industry. Considering the long association of the Directors with the Company
and their seniority and expertise in their respective areas of specialization and
knowledge of the engineering industry, their training and familiarization were conducted
in the below mentioned areas:
• The Roles, Rights, Responsibilities and Duties of Independent Directors
• Business Development Strategy and Plans
• Changes brought in by the introduction of the Securities Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
• Changes in the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
32. Audit Committee
The Audit Committee of the Board consists of four Independent and one Non-executive,
Non-Independent Director.
The details such as composition, role, terms of reference, power, number of meetings
held and attended by the members of the Audit Committee in accordance with the provisions
of Regulation 18 of the Listing Regulations read with Section 177 of the Act & rules
framed thereunder, forms part of the Corporate Governance Report under the section
"Committees of the Board".
The details of all related party transactions are placed periodically before the Audit
Committee. All the recommendations made by the Audit Committee were accepted by the Board.
33. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Board consists of two Independent and
one Non-executive, Non- Independent Director.
The terms of reference of the Nomination and Remuneration Committee, number and dates
of meeting held, attendance of the Directors and remuneration paid to them are given
separately in the attached Corporate Governance Report under the section "Committees
of the Board".
Your Board has also adopted a Nomination and Remuneration Policy in accordance with
Section 178 of the Act. The policy provides for the appointment and removal of Directors,
Key Managerial Personnel and Senior Management employees and their remuneration.
34. Maintenance of Cost Records
The Company maintains its cost records in accordance with the provisions of Section 148
of the Act and rules framed thereunder.
35. Secretarial Standards
In terms of clause no. 9 of revised SS-I (Revised Secretarial Standards on Meeting of
Board of Directors effective from 1st April 2024), your Directors state that the Company
has been compliant of applicable Secretarial Standards during the year under review.
36. No application/ proceeding under IBC
Neither any application is made, nor any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (IBC) during the year under review and accordingly, the Company has
no information to offer in this regard.
37. Receipt of Compounding order and Payment of Compounding amount
During the year under review, your Company has received the compounding order from
Reserve Bank of India (RBI), Mumbai dated September 23, 2025 in respect of delayed
reporting of borrowing foreign exchange for various quarters during period June, 2001 and
December, 2005, from RBI, Ahmedabad dated December 11, 2025 in respect of (i) delay in
filing the form FC GPR in respect of equity instruments (ii) delay in filing form FC GPR
(Part B) and (iii) delay in filing annual return on FLA. The Company has paid the
Compounding amount of Rs. 10,47,000/- to RBI, Mumbai and Rs. 21,40,000/- to RBI, Ahmedabad
in compliance with the aforesaid orders, on September 25, 2025, and December 18, 2025,
respectively.
38. No one time settlement
The Company has not undergone any one-time settlement and accordingly the Company has
no information to offer in respect of the difference between the amount of the valuation
at the time of one-time settlement and the valuation date while taking loan, if any.
39. Acknowledgements
Your Directors express their gratitude to Integra Holding AG, Switzerland, the Holding
Company, for its continuous support and thank the Company's employees, customers, vendors,
and other shareholders.
A special thank goes to the commendable performance by the Government of India,
Government of various states in India, Government of various countries and concerned
departments.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF
INTEGRA Engineering India Limited
Sd/-
Corinne Ruckstuhl
Chairperson & Non-executive Director
DIN:03531399
Date: 20th May 2026
Place: Halol
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