Year End :2024-03

Your Directors have pleasure in presenting you the 34th Annual Report together with the audited statement of
Accounts of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

(All amounts in Lakh of INR)

P A R T I C U L A R S	2023-24	2022-23
Revenue from operation	125.36	10.16
Other income	0.04	0.01
Total Revenue	125.41	10.17
Net Loss on Fair Value Changes	-	27.03
Impairment on Financial Instruments	(0.10)	0.09
Employee benefits expenses	8.30	1.00
Finance Cost	-	-
Other Expenses	19.80	12.64
Total Expenses	28.00	40.76
Profit before tax	97.40	(30.59)
Less: Tax Expenses	1.51	-
Profit after tax	95.89	(30.59)
Other Comprehensive Income	-	-
Total Comprehensive Income/(Loss) for the Year	-	-
Earning per Shares (Basic)	2.04	(0.65)
Earning per Shares (Diluted)	2.04	(0.65)

2. RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS:

• The revenue generated from operations amounted to INR 125.36/- Lakh in F.Y. 2023-24 as compared to F.Y. 2022¬
23, in which revenue generated was amounted to INR 10.16/- Lakh.

• Net profit (Loss) after tax is INR 95.89/- Lakh in F.Y. 2023-24 in Comparison to loss of INR (30.59)/- Lakhs in F.Y.
2022-23.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no Changes in the nature of business of the Company during the current financial year.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 15,00,00,000/- (Rupees Fifteen Crore). During the year under
review, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On March 31, 2024,
the paid-up capital stood at INR 4,70,28,000/- (Rupees Four Crore Seventy Lakh Twenty-Eight Thousand) divided into
47,02,800(Forty-Seven Lakh Two Thousand Eight Hundred) Equity Shares of INR 10/- (Rupee Ten Only) each.

5. OPERATION

The Company is categorized as B group NBFC “Non-Public Deposit Accepting Company” by the Reserve Bank of India.
During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company
continued to engage in its wealth/assets management business; and investments in shares & stocks, mutual funds, fixed
deposits etc., and consultancy & advisory services. The Company is, however, constantly looking for suitable business
opportunities to engage in and enhance its revenues. The overall running of the Company’s affairs/operations has remained
satisfactory.

6. DIVIDEND:

The company has gained the net profit of INR 95.89 (In Lakh), however company has decided to utilize such profits for
the growth of the company, the Board of Directors of the company has not recommended any dividend for the financial
year ended on 31st March, 2024.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no outstanding unclaimed/unpaid
dividend as on 31^st March 2023.

8. TRANSFER TO RESERVES:

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to
transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend.
Accordingly, Integra Capital Management Ltd. (‘the Company’ or ‘ICML’) has till date transferred a sum of Rs. 8,225.66
(in Thousand) to its reserve fund.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, 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.

10. DEPOSITS:

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of
the year 31.03.2024.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES
ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements,
which also form part of this report.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section
135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable on the Company.

13. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is not a manufacturing Company. Therefore, conservation of Energy & Technology Absorption is not
applicable. The Company has neither earned nor spent on foreign exchange.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of
the date of the report, your company has the following Directors on its Board:

S. No	Name	Designation	DIN/PAN	Date of Appointment
1	Pankaj Vohra	Chief Financial Officer	00030499	09/04/2019
2	Pankaj Vohra	Executive Director	00030499	30/09/2002
3	Tarun Vohra	Managing Director	00030470	02/05/1990
4	Anjali Vohra	Non-Executive Director	08551458	30/09/2019
5	Ajay Pratapray Shanghavi	Non-Executive Independent Director	00084653	05/04/2022
6	Rajesh Kumar	Non-Executive Independent Director	00042850	20/05/2024
7	Shikha Garg	Company Secretary	DRDPG1627J	23/07/2024

During the year under review following changes took place in the Board of Directors and Key Managerial Persons:

1. Mr. Rajesh Kumar (DIN: 00042850) appointed as an additional director on the Board of the Company with effect
from May 20, 2024 has been regularized as a Non-Executive Independent Director at AGM held dated September 09,
2022.

2. Mr. Tiruvayangudy Sundararaghavan Sridharan has resigned as an Independent Director from the Board of the
company with effect from May 15, 2023.

3. Ms. Saroj Bhandari has resigned as an Independent Director from the Board of the company with effect from May
23, 2023.

4. Ms. Shivani Jindal has been appointed as a Company Secretary and Compliance Officer to the company with effect
from April 18, 2023 & resigned on 29^th July, 2023.

5. Mr. Rajgopal Swami (DIN: 01445467) has resigned as an Independent Director from the Board of the company with
effect from 9^th May, 2024.

6. Mr. Neeraj Kumar Goel has been completed his tenure as an Independent Director from the Board of the company
with effect from May 1, 2024.

7. Ms. Brinda Mahajan has resigned as a Company Secretary and Compliance Officer from the company with effect
from April 17, 2023.

8. Ms Megha Wadhwa has been appointed as the Company Secretary and Compliance Officer as on 25 ^th August, 2023
and has resigned as a Company Secretary and Compliance Officer with effect from July 18, 2024.

9. Ms. Shikha Garg has been appointed as the Company Secretary and Compliance Officer with effect from 23^rd July,
2024.

Independent Director:

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Ajay Pratapray Shanghavi and Mr. Rajesh Kumar
(DIN: 00042850) are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they
meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder,
Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as
applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence. The Company has received confirmation from all the Independent Directors
of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in
terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of
high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are
independent of the management.

Key Managerial Personnel:

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2023-24 are:

• Ms. Brinda Mahajan was the Company Secretary and Compliance Officer till 17/04/2023.

• Ms. Shivani Jindal appointed as the Company Secretary and Compliance Officer w.e.f. 18/04/2023 has resigned on
29^th July, 2023.

• Ms Megha Wadhwa appointed as the Company Secretary and Compliance Officer w.e.f. 25^th August, 2023 and has
resigned on July 18, 2024.

• Ms. Shikha Garg has been appointed as the Company Secretary and Compliance Officer as on 23 ^rd July, 2024.

• Mr. Pankaj Vohra is the Chief Financial Officer of the company

• Mr. Tarun Vohra is the Managing Director of the company

15. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board met 9 (Nine) times to deliberate on various matters on 18/04/2023, 18/05/2023, 26/052023,
11/08/2023, 25/08/2023, 09/11/2023, 12/12/2023, 14/02/2024, and 11/032024.

The intervening gap between any two meetings did not exceed 120 days.

Name of the Director	Category	Number of Board meetings entitled to attend	Board Meetings Attended
Mr. Tarun Vohra	Managing Director	9	9
Mr. Pankaj Vohra	Director	9	9
Mr. Neeraj Kumar Goel	Independent Director	9	9
Mr. Anjali Vohra	Director	9	9
Mr. Saroj Bhandari	Independent Director	2	2
Mr. Tiruvayangudy Sundararaghavan Sridharan	Independent Director	1	1
Mr.Rajgopal Swami	Independent Director	9	9
Mr. Ajay Pratapray Shanghavi	Independent Director	9	9

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS.

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Monday, 25^th March, 2023
at the registered office of the Company at 32, Regal Building, Sansad Marg, Delhi-110001 to evaluate their performance.

17. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated
authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee.

Further, during the year under review, all recommendations made by the various committees have been accepted by the
Board.

18. AUDIT COMMITTEE

The Company has duly constituted an Audit Committee of directors in compliance with Section 177 of the Companies
Act, 2013 consisting of Three (3) members out of whom Two (2) are Independent and One (1) is Executive Director
(Mr. Ajay Pratapray Shanghavi & Mr. Rajesh Kumar are Independent Directors and Mr. Pankaj Vohra is Executive
Director).

The Committee comprises of:

• Ajay Pratapray Shanghavi (Chairman & Independent Director),

• Mr. Rajesh Kumar (Member, Independent Director),

• Mr. Pankaj Vohras (Member, Executive Director)

At the begging of the year composition of Audit Committee is as follows:

S.no	Name of Director	Designation
1.	Saroj Bhandari	Independent Director (Chairperson)

2.	Tiruvayangudy Sundararaghavan Sridharan	Independent Director (Membe r)
3.	Pankaj Vohra	Director (Member)

*During the period under review, Ms. Saroj Bhandari resigned w.e.f. 23^rd May, 2023 & Mr. Tiruvayangudy
Sundararaghavan Sridharan resigned w.e.f. 15 ^th May, 2023.

*Board has reconstituted the Audit Committee as follows:

S.no	Name of Director	Designation
1.	Ajay Pratapray Shanghavi	Independent Director (Chairperson)
2.	Rajgopal Swami	Independent Director (Member)
3.	Pankaj Vohra	Executive Director (Member)

*After the reporting period 31^st March, 2024 till the date of signing of report Rajesh Kumar is appointed as the
Independent Director w.e.f. 20^th May, 2024 and reconstitution of Audit Committee has taken place.

During the year under review total 6 (Six) Meetings of the Committee were held on 18^th May, 2023, 26^th May, 2023,
11^th August, 2023, 09^th November, 2023, 14^th February, 2024 and 11^th March, 2024. The maximum interval
between any two meetings did not exceed 120 days.

The Company Secretary of the Company acts as the Secretary to the Audit Committee. The primary objective of the
Audit Committee is to monitor and provide an effective supervision of the management’s financial reporting process, to
ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Audit Committee overseas the work carried out in the financial reporting process by the management, the
internal Auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. All
possible measures must be taken by the Audit Committee to ensure the objectivity and independence of the independent
auditors.

The Board has accepted all recommendations of Audit Committee.

19. NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the
Companies Act, 2013. The Committee’s scope of work includes nominate the directors as per their qualifications,
experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors
and laying guidelines for remuneration package or compensation etc.

The Committee comprises of:

• Rajesh Kumar (Chairperson and Independent Director)

• Ajay Pratapray Shanghavi (Member, Independent Director)

• Anjali Vohra (Member, Non-executive Director)

The composition of Nomination and Remuneration Committee consist of three non-executive directors with the
following members.

At the begging of the year composition of Nomination and Remuneration Committee is as follows:

S.no	Name of Director	Designation
1.	Saroj Bhandari	Independent Director (Chairperson)
2.	Tiruvayangudy Sundararaghavan Sridharan	Independent Director (Membe r)
3.	Anjali Vohra	Non-Executive Director (Member)

*During the period under review, Mr. Tiruvayangudy Sundararaghavan Sridharan resigned w.e.f. 15^th May, 2023 and
Ms. Saroj Bhandari resigned as on 23th May, 2023.

* Board has reconstituted the Nomination and Remuneration Committee as follows:

S.no	Name of Director	Designation
1.	Rajgopal Swami	Independent Director (Chairperson)
2.	Ajay Pratapray Shanghavi	Independent Director (Member)
3.	Anjali Vohra	Non-Executive Director (Member)

*After the reporting period 31^st March, 2024 till the date of signing of report Rajesh Kumar is appointed as the
Independent Director w.e.f. 20^th May, 2024 and reconstitution of Nomination and Remuneration Committee has taken
place.

During the year under review Two (2) meetings of the Nomination and Remuneration Committee were held on 18^th
April, 2023 and 25^th August, 2023.

20. Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies
Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices /annual reports, etc.

At the beeeine of the year composition of Stakeholders Relationship Committee is as follows:

S.no	Name of Director	Designation
1.	Saroj Bhandari	Independent Director (Chairperson)
2.	Tiruvayangudy Sundararaghavan Sridharan	Independent Director (Membe r)
3.	Anjali Vohra	Non-Executive Director (Member)

*During the period under review, Mr. Tiruvayangudy Sundararaghavan Sridharan resigned w.e.f. 15^th May, 2023 and
Ms. Saroj Bhandari resigned as on 23th May, 2023.

Board has reconstituted the Stakeholders Relationship Committee as follows

S.no	Name of Director	Designation
1.	Rajgopal Swami	Independent Director (Chairperson)
2.	Ajay Pratapray Shanghavi	Independent Director (Member)
3.	Anjali Vohra	Non-Executive Director (Member)

*After the reporting period 31^st March, 2024 till the date of signing of report Rajesh Kumar is appointed as the

Independent Director w.e.f. 20^th May, 2024 and reconstitution of Stakeholders Relationship Committee has taken place.

S.no	Name of Director	Designation
1.	Rajesh Kumar	Independent Director (Chairperson)
2.	Ajay Pratapray Shanghavi	Independent Director (Member)
3.	Anjali Vohra	Non-Executive Director (Member)

During the year under review One (1) meetings of the Stakeholders Relationship Committee were held on 11^th
August, 2023 and attendance of the members of the meeting held during the Financial Year 2023-24 were as follow:

21. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s Policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the
Act has been briefly disclosed on the website of company.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the
Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies,
environment, operations, financial condition and compliance requirements.

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has
formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features
of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and
gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to
demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are
also expected to abide by the respective Code of Conduct as applicable to them

The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the
Remuneration Policy of the Company.

The said Policy is also available on the website of the Company i.e. http://www.integraprofit.com/

22. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in
accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of 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 criteria such
as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of 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 and the Board as a whole was
evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and
Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow
of information between the Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance
evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing Regulations, kindly refer to the
Company’s website http://www.integraprofit.com/ for details of the familiarization program for IDs on their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company
and related matters.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure
I.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of section 129(3)
of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the
management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct
or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the
Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson
of the Audit Committee.

27. DECLARATION OF INDEPENDENCE OF DIRECTORS

All Independent Directors of the Company have given declaration to the Company under Section 149(7) of the
Companies Act, 2013, they meet the criteria of independence as provided in the Sub-section 6 of Section 149 of
the Act and also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the
Board, The Independent Directors of the Company possess necessary expertise, integrity and experience.

28. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule
5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure II.

29. DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

30. AUDITORS & AUDITORS’ REPORT:

Statutory Auditors

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s. GSA & Associates LLP,
Chartered Accountants, New Delhi, were appointed as statutory auditors of the Company for a period of five years at the
Thirty Fourth Annual General Meeting as may be mutually agreed upon between the Board of Directors of the Company
and the Auditors.

Internal Auditor

Pursuant to Section 138 of the Act and Rules made there under rules, Mr. Naveen Kumar were appointed as Internal
Auditors for the financial year 2023-24.

Secretarial Auditor

Pursuant to Section 204 of the Act and Rules made there under, the Board of Directors of the Company had appointed
M/s Vikas Verma & Associates (Registration No. P2012DE081400) Practicing Company Secretary having its Registered
Office at B-502, Statesman House, 148, Barakhamba Road, New Delhi -110001, to conduct Secretarial Audit of the
Company for the financial year 2023-24. The Report of the Secretarial Audit is annexed herewith as Annexure -III.

Cost Audit

Maintenance of cost records and requirement 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.

31. INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:

According to Section 134(5) (e) of the Companies Act, 2013, the Internal Financial Control (IFC) means the policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to
the company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets
are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance
management tool to drill down the responsibility of the compliance from top management to executive.

Based on the results of such assessments carried out by management, no reportable material weakness or significant
deficiencies in the design or operation of internal financial controls was observed.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy on prevention, prohibitions and redressal of sexual harassment at workplace in line with
the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
has set up Committee for implementation of said policy. During the year Company has not received any complaint of
harassment.

33. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior
Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct
of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline.
The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms
part of the Code of Conduct. All Board members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.

34. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at Annexure -IV.

35. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return for FY 2023-24 is available on Company’s website at http://www.integraprofit.com/.

36. SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standards on Board and General Meetings
issued by Institute of Company Secretaries of India.

37. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the
Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of
regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not
exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The
Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, therefore Company is not required to comply with the said provisions.

38. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these items during the year under review:

• There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going
concern status of the Company and its future operation

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

• There has been no one time settlement and the valuation done while taking loan from the Banks or Financial
Institutions.

39. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the
employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance
and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges,
customers, vendors, members during the year under review.

For & on behalf of
Integra Capital Limited
(Formally Known as Integra Capital Management Limited)

Sd/- Sd/-

Pankaj Vohra Tarun Vohra

Date: 02.09.2024 Director Managing Director

Place: New Delhi DIN: 00030499 DIN: 00030470