Directors Report of Integra Essentia Ltd.

Mar 31, 2025

The Directors present the 18^th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31,2025.

1. FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31,2025, is tabulated below:

(Rs. In Lakhs)

Particulars	FY 2024-25	FY 2023-24
Net Sales /Income from Business Operations	44,172.80	27,726.66
Other Income	647.70	1,835.73
Total Income	44,820.49	29,562.38
Cost of material consumed	-	-
Purchase of Stock in trade	43,013.92	26,845.24
Employee Benefit Expense	80.71	78.37
Changes in Inventories	-	-
Financial Costs	152.66	56.29
Depreciation	385.35	371.62
Other Expenses	559.62	314.36
Total Expenses	44,192.26	27,665.88
Profit before Exceptional items	628.23	1,896.51
Less: Exceptional items	-	-
Share in Profit (Loss) in Associate Entity accounted for using Equity Method	(5.94)	14.28
Net Profit Before Tax	622.29	1,910.79
Less Current Tax	154.50	341.87
Less Previous year adjustment of Income Tax	28.56	-
Less Deferred Tax	55.32	25.45
Profit for the Period	383.91	1,543.46
Earnings per share	0.04	0.28

During the year under review, the Company achieved a turnover of Rs.44,172.80, whereas the Profit of the Company for the period under
review were Rs.383.91 as compared to profit of the company Rs. 1543.46 in the previous year.

2. BUSINESS OVERVIEW

Our Company is engaged in the trading of Life Essentials, covering key sectors such as Food (agro-products), Clothing (textiles
and garments), Infrastructure (materials and services for construction and development), and Energy (products, materials, and
services for renewable energy equipment and projects). We also deal in a range of ancillary products and services that are vital to
sustaining modern life.

As part of our strategic expansion, the Company has successfully acquired Chateau Indage Winery, further strengthening
our footprint across the entire value chain of consumable goods. This acquisition reinforces our commitment to building a
comprehensive presence in the Life Essentials sector with a long-term vision.

Our objective is to become the ultimate one-stop destination for all essential needs—Roti, Kapda, aur Makan. Accordingly, the
main objects of the Company have been amended with the requisite approval of the shareholders.

A detailed overview of the Company''s business operations and future outlook is provided in the Management Discussion and
Analysis Report, which forms an integral part of this Annual Report.

3. CHANGE IN REGISTERED OFFICE

There is no change in the registered office of the company during the period under review.

The current registered office address of the company is: Unit No. 607, 6^th Floor, Pearls Best Height -II, Netaji Subhash Place, Maurya
Enclave, New Delhi, Delhi - 110034.

4. TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount to General Reserve.

5. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for the Financial Year 2024¬
25.

6. SHARE CAPITAL

As on March 31,2025, the Issued and Paid-up Share Capital of the Company stood at Rs. 1,06,76,90,544/ divided into 1,06,76,90,544
fully paid-up equity shares of face value of Rs. 1/ per share.

During the financial year 2024-25, to augment the long-term financial resources of the Company, the members approved the
capitalisation of reserve by way of Rights Issue:

Particulars	Right Issue
Date of Board Approval	November 27, 2023
Date of Members Approval	December 29, 2023
No. of Shares to be issued	15,36,24,538
Right Issue Ratio	20 Equity Share for every 119 fully paid-up Equity Share(s)
Record Date	June 1, 2024
Opening of Issue	June 11,2024
Closing of Issue	June 25, 2024
Date of Allotment	July 1, 2024
No. of Fully Paid-up Shares issued	15,36,24,538
Outstanding fully paid-up Equity Shares prior to the Rights Issue	91,40,66,006
Outstanding fully paid-up Equity Shares post Right Issue	106,76,90,544

7. DEPOSITS

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the
Act") and the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments have been disclosed in the notes to Financial Statements.

9. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, your Company had M/s Brewtus Beverages Pvt. Ltd., and R K Enterprises as its Associate Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except for the changes specifically described in this report, there has been no change/commitment affecting the financial position
of the Company during the period from the end of the financial year 2024-25 to the date of this report.

11. WEB ADDRESS FOR ANNUAL RETURN

Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company has placed copy of Annual Return as on 31^st
March, 2025 as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 on its website www.
integraessentia.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide
extract of Annual Return (Form MGT-9) as part of the Board''s report.

12. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for
the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of
this Annual Report and forms part of the Directors'' Report.

13. CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes fair and transparent
governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in
developing the best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity,
accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations,
forms part of the Annual Report.

A certificate confirming compliance with the requirements of Corporate Governance as enumerated under the extant provisions
of Listing Regulations issued by Ms. Shubhangi Agarwal, Proprietor of Shubhangi Agarwal & Associates, Company Secretaries, is
also annexed to the said report.

14. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and Employees to report their genuine concerns about
the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The mechanism provides for adequate
safeguards against the victimization of directors and employees who avail of the mechanism. The Whistleblower Policy is available on the
Company''s website https://www.integraessentia.com/investor-relations

15. BOARD OF DIRECTORS

The Board of Directors provides a blueprint for the success of any organization; it plans and implements various strategies to grow
not only in number but in value and cater to its stakeholders.

Your Company''s Board consists of learned professionals and experienced individuals from different fields. As on the date of report,
your Board comprises of Seven Directors. Amongst the directors, three are executive, and Four are Non-Executive Independent
Directors including two Women Independent Directors on the Board.

Accordingly, as on March 31, 2025, the composition of the Board of Directors is as follows:

Sl. No.	DIN	Name	Designation	Date of Appointment
1.	00057003	Mr. Deepak Kumar Gupta	Whole-Time Director & CEO	July 27, 2023
2.	09665484	Mr. Manoj Kumar Sharma1	Whole-Time Director	July 19, 2024
3.	09270488	Ms. Shweta Singh1	Whole-Time Director & CFO	August 31,2024
4.	09270389	Ms. Gunjan Jha	Non-Executive - Independent Director	September 30, 2021
5.	01258923	Mr. Anshumali Bhushan	Non-Executive - Independent Director	May 17, 2023
6.	09270483	Ms. Sony Kumari	Non-Executive - Independent Director	September 30, 2021
7.	10119925	Mr. Gurpreet Singh Bhatia$	Non-Executive - Independent Director	December 23, 2024

*Appointed as Whole-Time Director w.e.f. July 19,2024
# Appointed as Whole-Time Director and CFO w.e.f. August 31,2024
$ Appointed as an Independent Director w.e.f. December23,2024

Further, during the financial year ended March 31,2025, following persons ceased to hold office:

1) Mr. Arijit Kumar Ojha (DIN: 10265020) resigned from directorship w.e.f. August 31,2024

2) Mr. Puneet Ralhan (DIN:03588116) resigned from directorship w.e.f. July 19,2024.

3) Mr. Anshumali Bhushan (DIN: 01258923) resigned from directorship w.e.f. August 01,2025

Declarations by Independent Directors

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of
independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code
for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute
of Corporate Affairs, Manesar (''IICA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test
conducted by the IICA within a period of two (2) year from the date of inclusion of their names in the data bank. The Independent
Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including
proficiency), qualification, skills and expertise as well as independent of the management.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year
under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

Appointment and Resignation of Key Managerial Personnel

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the
Company as on the date of this report:

Name	Designation
Mr. Pankaj Kumar Sharma	Company Secretary & Compliance Officer
Mr. Deepak Kumar Gupta	Whole-Time Director & Chief Executive Officer
Ms. Shweta Singh	Whole-Time Director & Chief Financial Officer
Mr. Manoj Kumar Sharma	Whole-Time Director

• Review of the performance of the Chairperson by the Independent Directors.

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by rest of the Board Members except the Director being evaluated.

Results of all such above referred evaluations were found satisfactory.

17. AUDITORS

a) STATUTORY AUDITORS & AUDIT REPORT

Through members approval at 15^th Annual General Meeting, the Board of director of your company has appointed M/s A
K Bhargav, Chartered Accountants, (Firm Registration No: 036340N) as the Statutory Auditors of the Company for a period
of 5 consecutive years i.e from the conclusion of the 15^th Annual General Meeting till the conclusion of Annual General
Meeting which ought to be held in the year 2027.

Further, the statutory auditors'' report for the financial year 2024-25 does not contain any qualifications, reservations or
adverse remarks. The auditors'' report is attached to the financial statements of the Company.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed
thereunder either to the Company or to the Central Government.

b) SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on
31st March 2025 from M/s. Shubhangi Agarwal & Associates, Company Secretaries and the same forms part of the Annual
Report. The Secretarial audit report does not contain any qualifications, reservations or adverse remarks.

c) COST AUDIT

Provisions of Section 148 of the Companies Act 2013 regarding maintenance of cost records and audit thereof is not
applicable to your Company.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.
Your Company''s internal control systems and processes commensurate with scale of operations of the Business.

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and
procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence
to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, Rule 8(5)(viii)
of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report.

The Company has a well-placed, proper, and adequate IFC system which ensures that all assets are safeguarded and
protected and that the transactions are authorized, recorded, and reported correctly. The Internal Auditors are an integral
part of the internal control system of the Company. Maintain its objective and independence, the Internal Auditors report
to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal
control systems in the Company

18. HUMAN RESOURCE MANAGEMENT

Integra is successfully expanding its business aligning with its core object i.e. Roti, Kapda, Makan. We work as teams by aligning
objectives with organizational strategy to drive business outcomes successfully and personal motivation. The above success was
possible, we strive to onboard the right people, with the right skills and knowledge, at the right time. The talent of individual
employees utilized effectively managing it with strategies and initiatives driven to achieve business goals.

19. PARTICULARS OF EMPLOYEE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this
report as ''Annexure A''.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and
rules.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

PARTICULARS	REMARKS
A. CONSERVATION OF ENERGY:
The Steps taken or impact on conservation of energy;	The Company is taking due care of using electricity in the office and its branches.
The Steps taken by the company for utilizing alternate sources of energy;	Companies usually take care of optimum utilization of energy.
The Capital investment on energy conservation equipment''s	No capital investment on Energy Conservation equipment was made during the financial year.
B. TECHNOLOGY ABSORPTION:
The Company has nothing to disclose with regard to technology absorption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.	Foreign Exchange earned: Nil Foreign Exchange outgo: Nil

21. MEETINGS

A. BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items of the agenda. During the financial
year ended on March 31,2025, Ten (10) Board Meetings were held and the gap between the two consecutive meetings
was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed
herewith for the financial year ended March 31, 2025.

B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well-qualified and Independent Audit Committee as required under Section
177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI (LODR)
Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision
of the management''s financial reporting process with a view to ensure accurate, timely and proper disclosure and
transparency, integrity and quality of financial reporting.

The Audit Committee met four (4) times during the financial year. The details of meetings with attendance thereof
and terms of reference of the Audit Committee have been provided in the Corporate Governance Report which
forms part of this Report.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section
178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders'' Relationship Committee met one (1) time during the financial year. The details about the
composition of the committee of the Board of Directors along with attendance thereof have been provided in the
Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014
and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and
Remuneration Committee of the Board of Directors. The Nomination and Remuneration Committee met Four
(4) times during the financial year. The details of the composition of the committee along with other details are
available in the Corporate Governance Report which forms part of this Report.

22. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing
regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a
Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is also available
on the Company''s website at www.integraessentia.com.

23. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year under review.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which
were required to be transferred to the Investor Education and Protection Fund (IEPF).

25. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

26. RISK MANAGEMENT

The Company is exposed to various business risks. These risks are driven through external factors like the economic environment,
competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping
and trend analysis, risk exposure, potential impact, and risk mitigation process.

A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit
Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly
defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may
threaten the existence of the Company.

27. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT
Regulations'') on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring, and reporting
of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays
down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with
the shares of the Company and cautions them on consequences of non-compliances. The Company has also updated its Code of
Practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of
legitimate purposes.

28. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There is no significant material orders passed by the Regulators/Courts which would impact the going concern status of your
Company and its future operations.

29. RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm''s length basis, in the ordinary course of business and in
compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any
contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly
complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on a quarterly
basis.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub- section (1)
of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in
Form No. AOC-2 which is annexed to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.integraessentia.
com. The disclosure on Related Party Transactions is made in the Notes to the Financial Statement of the Company.

30. ASSOCIATES & SUBSIDIARIES

Following are the list of companies which are subsidiaries or associate companies:

1. M/s Brewtus Beverages Private Limited - holds 29.75 % stake

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the year.

32. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no
material departures;

b) They 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 as at 31^st March, 2025 and
of the profit or loss of the Company for that period;

c) They 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) They have prepared the annual accounts on a going concern basis;

e) They have 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) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems
are adequate and operating effectively.

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the
Insolvency Bankruptcy Code, 2016.

34. DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

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

35. BUSINESS RESPONSIBILITY REPORT / BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22 and with effect from 2022-23 top
1000 Company based on the Market Capitalization shall submit the Business Responsibility and Sustainability Report, but our
Company is not under the top 1000 Company therefore requirement of BRSR is Not Applicable to us.

36. ENVIRONMENTAL SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct
of operations in such a manner, to ensure safety of all concerned, compliance with environmental regulations and preservation of
natural resources.

37. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and
co-operation of all employees and count on them for the accelerated growth of the Company.

38. ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the dedication, hard work, and commitment of the employees at all
levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and
Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments
and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board of Directors
Sd/- Sd/-

Deepak Kumar Gupta Manoj Kumar Sharma

Whole-Time Director & CEO Whole Time Director

(DIN: 00057003) (DIN: 09665484)

Place: New Delhi
Date: August 12, 2025

1

During the year under review, Mr. Pankaj Sardana resigned as Chief Financial Officer with effect from July 18, 2024 and thereafter
Ms. Shweta Singh is appointed as Chief Financial Officer w.e.f August 31, 2024.

16. PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried
out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation
was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had
unanimously consented for an ''in-house'' review built on suggestive parameters. Based on the suggestive parameters approved by
the Nomination and Remuneration Committee, the following evaluations were carried out:

• Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

---

Mar 31, 2024

The Directors present the 17^th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31,2024 is tabulated below:

(Rs. In Lakhs)
Particulars	FY 2023-24	FY 2022-23
Net Sales /Income from Business Operations	27726.66	24141.41
Other Income	1835.73	408.73
Total Income	29562.38	24550.15
Cost of material consumed	-	-
Purchase of Stock in trade	26845.24	23561.67
Employee Benefit Expense	84.77	49.53
Changes in Inventories	-	-
Financial Costs	56.29	0.19
Depreciation	371.62	2.60
Other Expenses	307.96	218.66
Profit before Exceptional items	1896.51	717.50
Less: Exceptional items	-	-
Net Profit Before Tax	1896.51	717.50
Less Current Tax	341.87	57.30
Less Previous year adjustment of Income Tax	-	-
Less Deferred Tax	25.45	(°.27)
Profit for the Period	1543.46	666.67
Earnings per share	0.28	0.15

During the year under review, the Company achieved a turnover of Rs.27726.66, whereas, the Profit of the Company for the period under review were Rs.1543.46 as compared to profit of the company Rs. 666.67 in the previous year.

2. BUSINESS OVERVIEW

Our company is engaged in the trading business of Life Essentials i.e. Food (Agro products), Clothing (textiles and garments), Infrastructure (materials and services for construction and infrastructure development) and Energy (materials, products and services for the renewable energy equipment and projects) and other ancillary products and services required to sustain the modern life. Further company has also acquired a winery i.e. CHATEAU INDAGE Winery to strengthen its presence in entire supply chain spectrum of consumable goods. Company is focusing on this segment with a long-term vision.

Our Company''s objectives is to be the ultimate one-stop-shop for all life essentials goods be it ''Roti'', ''Kapda'' or ''Makan'', and main object of the Company were also amended with requisite members approval.

Detailed information on the Company''s Business overview and future outlook is incorporated in Management Discussion and Analysis Report forming part of the report.

3. CHANGE IN CONTROL AND MANAGEMENT PURSUANT TO SHARE PURCHASE AGREEMENT AND OPEN OFFER

During the year under review, there is no such change.

4. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has changed its registered office from 902, 9^th Floor, Aggarwal Cyber Plaza-1, Netaji Subhash Place, New Delhi - 110034 to Unit No. 607, 6^th Floor, Pearls Best Height -II, Netaji Subhash Place, Pitampura, Delhi - 110034, within the local limits of the city at New Delhi.

5. TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount to General Reserve.

6. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2023-24.

7. SHARE CAPITAL

As on March 31,2024, the Issued and Paid-up Share Capital of the Company stood at Rs. 91,40,66,066/- divided into 91,40,66,066 fully paid-up equity shares of face value of Rs. 1/- per share.

During the financial year 2023-24, the members approved the capitalisation of reserve by way of Bonus Issues:

Particulars	Bonus Issue
Date of Board Approval	November 27, 2023
Date of Members Approval	December 29, 2023
No. of Shares to be issued	4,570.33 Lakhs
Bonus Ratio	1:1
Record Date	January 11, 2024
Date of Allotment	January 13, 2024
No. of Fully Paid-up Shares issued	45,70,33,003
Outstanding fully paid-up Equity Shares prior to the Bonus Issue	45,70,33,003 Equity shares of Re. 1/- each
Outstanding fully paid-up Equity Shares post Bonus Issue	91,40,66,006 Equity shares of Re. 1/- each.

Further, post closure of the financial year ended March 31, 2024, to augment the long-term financial resources of the Company, the members approved the fund raising by way of Right Issues:

Particulars	Right Issue
Date of Board Approval	November 27, 2023
Date of Members Approval	December 29, 2023
No. of Shares to be issued	15,36,24,538
Right Issue Ratio	20:119
Record Date	June 01, 2024
Opening of Issue	June 11,2024
Closing of Issue	June 25, 2024
Date of Allotment	January 13, 2024
No. of Fully Paid-up Shares issued	15,36,24,538
Outstanding fully paid-up Equity Shares prior to the Rights Issue	91,40,66,006 Equity shares of Re. 1/- each
Outstanding fully paid-up Equity Shares post Right Issue	106,76,90,544 Equity shares of Re. 1/- each.

8. DEPOSITS

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments have been disclosed in the notes to Financial Statements.

10. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except the changes specifically described in this report, there has been no change/commitment affecting the financial position of the Company during the period from the end of the financial year 2023-24 to the date of this report.

12. WEB ADDRESS FOR ANNUAL RETURN

Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company has placed copy of Annual Return as on 31^st March, 2024 as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 on its website www.integraessentia.com By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of the Directors'' Report.

14. CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report.

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.

15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and Employees to report their genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The mechanism provides for adequate safeguards against the victimization of directors and employees who avail of the mechanism. The Whistleblower Policy is available on the Company''s website https:// www.integraessentia.com/investor-relations

16. BOARD OF DIRECTORS

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

Your Company''s Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises of Six Directors. Amongst the directors, three are executive, and three are Non-Executive Independent Directors including one Women Independent Directors on the Board.

Accordingly, as on March 31, 2024, the composition of Board of Directors is as follows:

Sl. No.	DIN	Name	Designation	Date of Appointment
1.	00057003	Mr. Deepak Kumar Gupta	Executive Director	July 27, 2023
2.	10265020	Mr. Arijit Kumar Ojha	Executive Director	January 23, 2024
3.	03588116	Mr. Puneet Ralhan	Executive Director	July 27, 2023
4.	09270389	Mrs. Gunjan Jha	Independent Director	September 30, 2021
5.	01258923	Mr. Anshumali Bhushan	Independent Director	May 17, 2023
6.	09270483	Mrs. Sony Kumari	Independent Director	September 30, 2021

Further, post closure of the financial year ended March 31, 2024, there are following changes in board composition.

Mr Puneet Ralhan has resigned from directorship and Mr. Manoj Kumar Sharma has been appointed w.e.f. July 19, 2024.

Mr. Arijit Kumar Ojha has resigned from directorship and Ms. Shweta Singh is being appointed Additional Director w.e.f. August 31,2024.

The latest composition of Directors as on the date of report is set out in the table below:

Sl. No.	DIN	Name	Designation
1.	00057003	Mr. Deepak Kumar Gupta	Executive Director
2.	09665484	Mr. Manoj Kumar Sharma	Executive Director
3.	09270488	Ms. Shweta Singh	Executive Director
4.	09270389	Mrs. Gunjan Jha	Independent Director
5.	01258923	Mr. Anshumali Bhushan	Independent Director
6.	09270483	Mrs. Sony Kumari	Independent Director

Declarations by Independent Directors

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''IICA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) year from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

Appointment and Resignation of Key Managerial Personnel

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (''KMP'') of the Company as on the date of this report:

Name	Designation
Mr. Pankaj Kumar Sharma	Company Secretary & Compliance Officer
Mr. Deepak Kumar Gupta	Chief Executive Officer
Ms. Shweta Singh	Chief Financial Officer

• During the year under review, Mr. Vishesh Gupta resigned from the office of Managing Director of the Company with effect from January 23, 2024 and Mr. Pankaj Sardana was appointed as Chief Financial Officer with effect from November 27, 2023 and he also resigned on July 18, 2024 and thereafter Ms. Shweta Singh is appointed as Chief Financial Officer w.e.f August 31, 2024.

17. PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ''in-house'' review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

• Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

• Review of the performance of the Chairperson by the Independent Directors.

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by rest of the Board Members except the Director being evaluated.

Results of all such above referred evaluations were found satisfactory.

18. AUDITORSa) STATUTORY AUDITORS & AUDIT REPORT

Through members approval at 15^th Annual General Meeting, the Board of director of your company has appointed M/s A K Bhargav, Chartered Accountants, (Firm Registration No: 036340N) as the Statutory Auditors of the Company for a period of 5 consecutive years i.e from the conclusion of the 15^th Annual General Meeting till the conclusion of Annual General Meeting which ought to be held in the year 2027.

Further, the statutory auditors'' report for the financial year 2023-24 do not contain any qualifications, reservations or adverse remarks. The auditors'' report is attached to the financial statements of the Company.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

b) SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on 31st March, 2024 from M/s. Kumar G & Co., Company Secretaries and the same forms part of the Annual Report. The Secretarial audit report do not contain any qualifications, reservations or adverse remarks.

c) COST AUDIT

Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof is not applicable to your Company.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company''s internal control systems and processes commensurate with scale of operations of the Business.

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report.

The Company has a well-placed, proper, and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded, and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. Maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company

19. HUMAN RESOURCE MANAGEMENT

Integra is successfully expanding its business align with its core object i.e. Roti, Kapda, Makan. We work as team by aligning objectives with organizational strategy to drive business out comes successfully and personal motivation. The above success was possible, we strive to on board the right people, with right skills and knowledge, at right time. The talent of individual employees utilized effectively managing it with strategies and initiatives driven to achieve business goals.

20. PARTICULARS OF EMPLOYEE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as ''Annexure A''.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

PARTICULARS	REMARKS
A. CONSERVATION OF ENERGY:
The Steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office and its branches.
The Steps taken by the company for utilizing alternate sources of energy;	Company usually takes care for optimum utilization of energy.

The Capital investment on energy conservation equipment''s	No capital investment on Energy Conservation equipment made during the financial year.
B. TECHNOLOGY ABSORPTION:
The Company has nothing to disclose with regard to technology absorption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.	Foreign Exchange earned: Nil Foreign Exchange outgo: Nil

22. MEETINGS

A. BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items of the agenda. During the financial year ended on March 31, 2024, Seven (7) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2024.

B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well-qualified and Independent Audit Committee as required under Section 177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management''s financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.

The Audit Committee met Five (5) times during the financial year. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders'' Relationship Committee met one (1) time during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The Nomination and Remuneration Committee met Four (4) times during the financial year. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

23. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is also available on the Company''s website at www.integraessentia.com.

24. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year under review.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

26. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

27. RISK MANAGEMENT

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process.

A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

28. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations'') on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

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

30. RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm''s length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on quarterly basis.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 which is annexed to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www. integraessentia.com. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

31. ASSOCIATES & SUBSIDIARIES

Following are the list of companies which are subsidiaries or associate companies:

1. M/s Brewtus Beverages Private Limited - holds 51% stake

2. R K Enterprises - holds 66% stake

32. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the year.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there have are no material departures;

b) They 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 as at 31^st March, 2024 and of the profit or loss of the Company for that period;

c) They 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) They have prepared the annual accounts on a going concern basis;

e) They have 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) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

35. DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

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

36. BUSINESS RESPONSIBILITY REPORT / BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22 and with effect from 2022-23 top 1000 Company based on the Market Capitalization shall submit the Business Responsibility and Sustainability Report, but our Company is not under the top 1000 Company therefore requirement of BRSR is Not Applicable to us.

37. ENVIRONMENTAL SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

38. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and co-operation of all employees and counts on them for the accelerated growth of the Company.

39. ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the dedication, hard work, and commitment of the employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

---

Mar 31, 2023

The Directors present the 16^th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31,2023.

1. FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31,2023 is tabulated below:

(Rs. In Lakhs)

Particulars	FY 2022-23	FY 2021-22
Net Sales /Income from Business Operations	24141.41	6852.54
Other Income	408.73	0.83
Total Income	24550.15	6860.82
Cost of material consumed	-	-
Purchase of Stock in trade	23561.67	6641.80
Employee Benefit Expense	49.53	20.02
Changes in Inventories	-	--
Financial Costs	0.64	4.57
Depreciation	2.60	0.12
Other Expenses	218.21	85.46
Profit before Exceptional items	717.50	108.84
Less: Exceptional items	-	-
Net Profit Before Tax	717.50	108.84
Less Current Tax	57.30	-
Less Previous year adjustment of Income Tax	-	-
Less Deferred Tax	(0.27)	0.01
Profit for the Period	660.48	108.83
Earnings per share	0.14	0.10

During the year under review, the Company achieved a turnover of Rs. 24,550.15 Lakhs, whereas, the Profit of the Company for the period under review were Rs. 660.48 Lakhs as compared to profit of the company Rs. 108.83 Lakhs in the previous year.

2. BUSINESS OVERVIEW

Our Company is engaged in dealing, trading of agricultural commodities, life necessities, items of basic human needs, organic and natural products and processed foods etc and other essential goods, infrastructural products among others.

Our Company now strives to be the ultimate one-stop-shop for all life essentials goods be it ''Roti'', ‘Kapda’ or ‘Makan’, and main object of the Company were also amended with requisite members approval.

Detailed information on the Company’s Business overview and future outlook is incorporated in Management Discussion and Analysis forming part of the report.

3. CHANGE IN CONTROL AND MANAGEMENT PURSUANT TO SHARE PURCHASE AGREEMENT AND OPEN OFFER

During the year under review, there is no such change.

4. CHANGE IN REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

During the year under review, the Company has not changed its registered office.

5. TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount to General Reserve.

6. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2022-23.

7. SHARE CAPITAL

As on March 31,2023, the Issued and Paid-up Share Capital of the Company stood at Rs. 45,70,33,003/ divided into 45,70,33,003 fully paid-up equity shares of face value of Rs. 1/- per share.

During the financial year 2022-23, to augment the long-term financial resources of the Company, the members approved the fund raising by way of following Right Issues:

Particulars	Right Issue-1	Right Issue-2
Date of Board Approval	December 21,2021	August 9, 2022
Date of members approval	January 22, 2022	September 10, 2022
Issue Size	4,980.32 Lakhs	4,994.58 Lakhs
No. of Shares to be issued	27,66,84,812	7,13,51,144
Rights Entitlement Ratio	33:13	37:200
Issue Price	Rs. 1.80/- per share	Rs. 7/- per share

Premium	Rs. 0.80/- per share	Rs. 6/- per share
Record Date	May 05, 2022	November 17, 2022
Issue Period	From May 16, 2022 to June 14, 2022	From Dec 1,2022 to Dec 14, 2022
Date of Allotment	June 20, 2022	December 20, 2022
No. of Fully Paid-up Shares issued	27,66,84,812	7,13,51,144
Outstanding fully paid-up Equity Shares prior to the Rights Issue	10,89,97,047 Equity shares of Re. 1/-each	38,56,81,859 Equity shares of Re. 1/- each.
Outstanding fully paid-up Equity Shares post Right Issue	38,56,81,859 Equity shares of Re. 1/-each.	45,70,33,003 Equity shares of Re. 1/- each.

8. DEPOSITS

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (“the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments have been disclosed in the notes to Financial Statements.

10. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except the changes specifically described in this report, there has been no change/commitment affecting the financial position of the Company during the period from the end of the financial year 2022-23 to the date of this report.

12. WEB ADDRESS FOR ANNUAL RETURN

Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company has placed copy of Annual Return as on 31^st March, 2023 as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 on its website www. integraessentia.com By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board’s report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of the Directors’ Report.

14. CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report.

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.

15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and Employees to report their genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards against the victimization of directors and employees who avail of the mechanism. The Whistleblower Policy is available on the Company’s website https://www.integraessentia.com/investor-relations

16. BOARD OF DIRECTORS

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

Your Company’s Board consists of learned professionals and experienced individuals from different fields. As on March 31,2023, your Board comprises of Six Directors. Amongst the directors, two are executive, and four are Non-Executive Independent Directors including three Women Independent Directors on the Board.

Accordingly, as on March 31,2023, the composition of Board of Directors is as follows:

Sl. No.	DIN	Name	Designation	Date of Appointment
1.	00255689	Mr. Vishesh Gupta	Managing Director	August 7, 2021
2.	09665484	Mr. Manoj Kumar Sharma	Whole time Director	August 9, 2022
3.	09270389	Gunjan Jha	Independent Director	August 7, 2021
4.	09270483	Sony Kumari	Independent Director	August 7, 2021
5.	09271995	Mansi Gupta	Independent Director	August 7, 2021
6.	09270608	Komal Jain	Independent Director	August 7, 2021

*Mr. Komal Jain has resigned from directorship w.e.f. May 15, 2023 and Mr. Anshumali Bhushan (DIN: 01258923) was appointed as an Additional Director (Non - Executive, Independent Director Category) for the period of 5 year commencing from May 17, 2023.

*Mr. Deepak Kumar Gupta (DIN: 00057003) has been appointed as Whole time Director cum CEO of the company w.e.f. July 27, 2023 for a term of five consecutive years effective from July 27, 2023 to July 26, 2028.

*Mr. Puneet Ralhan (DIN:03588116) has been appointed as Director (Marketing) of the company w.e.f. July 27, 2023 for a term of five consecutive years effective from July 27, 2023 to July 26, 2028.

* Mr. Manoj Kumar Sharma & Ms. Mansi Gupta has been resigned w.e.f. July 27, 2023 from the directorship of company.

Thereafter, current comDosition of Board is as follows:

Sl. No.	DIN	Name	Designation
1.	00255689	Mr. Vishesh Gupta	Managing Director
2.	00057003	Mr. Deepak Kumar Gupta	Whole time Director cum CEO
3.	03588116	Mr. Puneet Ralhan	Director (Marketing)
4.	09270389	Gunjan Jha	Independent Director
5.	09270483	Sony Kumari	Independent Director
6.	01258923	Anshumali Bhushan	Independent Director

Declarations by Independent Directors

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''MCA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) year from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

Appointment and Resignation of Key Managerial Personnel

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (''KMP’) of the Company as on the date of this report:

Name	Designation
Mr. Vishesh Gupta	Managing Director
Mr. Deepak Kumar Gupta1	Whole time Director cum CEO
Mr. Puneet Ralhan	Director (Marketing)
Mr. Pankaj Kumar Sharma2	Company Secretary & Compliance Officer

• Review of Individual Directors by rest of the Board Members except the Director being evaluated.

Results of all such above referred evaluations were found satisfactory.

18. AUDITORS

a) STATUTORY AUDITORS & AUDIT REPORT

M/s. Mayur Khandelwal & Co. who was appointed as statutory auditors of the Company for a period of 5 years i.e to hold office till the conclusion of 18th AGM to be held in the financial year 2025-26, resigned from the office of statutory auditor of the Company on July 29, 2022 resulting into into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013.

Therefore through members approval at 15^th Annual General Meeting, the Board of director of your company has appointed M/s A K Bhargav, Chartered Accountants, (Firm Registration No: 036340N) as the Statutory Auditors of the Company for a period of 5 consecutive years i.e from the conclusion of the ensuing 15^th Annual General Meeting till the conclusion of Annual General Meeting which ought to be held in the year 2027.

Further, the statutory auditors’ report for the financial year 2022-23 do not contain any qualifications, reservations or adverse remarks. The auditors’ report is attached to the financial statements of the Company.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

b) SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on 31st March, 2023 from M/s. Kumar G & Co., Company Secretaries and the same forms part of the Annual Report. Please refer the Secretarial audit report for all qualifications, reservations or adverse remarks.

Explanation to the observations in secretarial audit report is given as below:

Related Party Disclosure (March 31,2022) was reported delayed by 5 days to the stock exchanges. Fine amount of Rs. 25,000/-was imposed by National Stock Exchange of India Limited and BSE Limited. The Company paid the imposed fines. Further, Disclosure of Related Party Transactions (March 31, 2023) was made 1 day after the date of publication of its financial results i.e. on April 28, 2023.

It is noted that the delay was inadvertent and emphasized that going forward prescribed timelines should be strictly adhered to as far as practically possible.

Limited Review Report was not properly submitted to Exchange and got delayed by 25 days, for quarter ended December 31, 2021. Fine amount of Rs. 1,30,000/- was imposed by National Stock Exchange of India Limited and BSE Limited. The Company paid the imposed fines.

It is clarified that inadvertently skipped to include the word Limited Review Report in the Auditor’s report. The company assures to comply the regulation in near future within the timeline

Non-submission of the voting results within the period provided under this regulation. Fine amount of Rs. 20,000/- was imposed by National Stock Exchange of India Limited and BSE Limited. The Company paid the imposed fines.

The company assures to comply the regulation in near future within the timeline

c) COST AUDIT

Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof is not applicable to your Company.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company’s internal control systems and processes commensurate with scale of operations of the Business.

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board’s report.

The Company has a well-placed, proper, and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded, and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. Maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company

19. HUMAN RESOURCE MANAGEMENT

Integra is successfully expanding its business align with its core object i.e. Roti, Kapda, Makan. We work as team by aligning objectives with organizational strategy to drive business out comes successfully and personal motivation. The above success was possible, we strive to on board the right people, with right skills and knowledge, at right time. The talent of individual employees utilized effectively managing it with strategies and initiatives driven to achieve business goals.

20. PARTICULARS OF EMPLOYEE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as ‘Annexure A''.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

PARTICULARS	REMARKS
A. CONSERVATION OF ENERGY:
The Steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office and its branches.
The Steps taken by the company for utilizing alternate sources of energy;	Company usually takes care for optimum utilization of energy.
The Capital investment on energy conservation equipment’s	No capital investment on Energy Conservation equipment made during the financial year.
B. TECHNOLOGY ABSORPTION:
The Company has nothing to disclose with regard to technology absorption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.	Foreign Exchange earned: Nil Foreign Exchange outgo: Nil

22. MEETINGS

A. BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items of the Agenda. During the financial year ended on March 31,2023, five (5) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31,2023.

B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well-qualified and Independent Audit Committee as required under Section 177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.

The Audit Committee met Six (6) times during the financial year. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders’ Relationship Committee met one (1) time during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

23. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is also available on the Company’s website at www.integraessentia.com.

24. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year under review.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were

required to be transferred to Investor Education and Protection Fund (IEPF).

26. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

27. RISK MANAGEMENT

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process.

A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

28. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations’) on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

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

30. RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm’s length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on quarterly basis.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC 2 which is annexed to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website www.integraessentia.com. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

31. ASSOCIATES & SUBSIDIARIES

The details of the subsidiaries company as of March 31^st 2023 is as under: -

M/s R. K. Industries (Partnership Firm): A partnership firm that dealing in manufacturing of rice and other related agro based products. Which helps company to improve its trading activities related to agro business. The company become operating partner in M/s R K Industries on August 05, 2022 and acquired 66% share in the said partnership firm. The share of profit of partnership firm has been disclosed in Consolidated Financial Statements of Integra Essentia Ltd.

32. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the year.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there have are no material departures;

b) They 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 as at 31^st March, 2023 and of the profit or loss of the Company for that period;

c) They 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) They have prepared the annual accounts on a going concern basis;

e) They have 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) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

35. DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

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

36. BUSINESS RESPONSIBILITY REPORT / BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22 and with effect from 2022-23 top 1000 Company based on the Market Capitalization shall submit the Business Responsibility and Sustainability Report, but our Company is not under the top 1000 Company therefore requirement of BRSR is Not Applicable to us.

37. ENVIRONMENTAL SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

38. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and cooperation of all employees and counts on them for the accelerated growth of the Company.

39. ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the dedication, hard work, and commitment of the employees at all levels and their significant contribution to your Company’s growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board of Directors Of Integra Essentia Limited

Sd/- Sd/-

Vishesh Gupta Deepak Kumar Gupta

Place: Delhi Managing Director Whole time Director cum CEO

Dated: July 27, 2023 (DIN: 00255689) (DIN: 00057003)

1

During the year under review, Mr. Sandeep Gupta resigned from the office of Chief Financial Officer of the Company with effect from August 20, 2022 and Ms. Shweta Gandhi was appointed as Chief Financial Officer with effect from October 15, 2022 who later resigned on December 20, 2022. lateron, Mr. Deepankar Gambhir was appointed as Chief Financial Officer with effect from April 27, 2023 who later resigned June 30, 2022 on and currently Mr. Ishan Mudgal has appointed as new Chief Financial Officer with effect from July 27, 2023.

2

During the year under review, Mr. Prince Chugh has resigned from the post of Company Secretary & Compliance Officer on August 9, 2022. Thereafter, Mr. Pankaj Kumar Sharma was appointed as new Company Secretary & Compliance Officer with effect from August 9, 2022.

17. PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ''in-house’ review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

• Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

• Review of the performance of the Chairperson by the Independent Directors.

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

---

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting their 8th Annual Report and the Audited Financial Statements for the year ended 31st March, 2015 together with the Auditor's Report thereon.

1) FINANCIAL RESULTS

The Company's financial performances for the year under review along with previous year's figures are given hereunder:

(Amount in Rs.) Particulars Year ended 31st March, 2015 Year ended 31st March, 2014

Total Income 17,258 388,131

Profit before Depreciation, Interest (13,17,141) (39,04,969) and Tax

Interest And Finance Expenses 9,19,020 61,54,300

Depreciation 1,50,82,115 1,73,37,557

Profit before tax (1,73,18,276) (2,73,96,826)

Provision for tax NIL NIL

Profit After Tax (1,73,18,276) (2,73,96,826)

Due to continued huge losses coupled with poor business prospectus, your company has discontinued its operations.

2) SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.10.90 Crore. During the year under review, the Company has neither issued any shares not granted stock options nor sweat equity.

3) DIVIDEND

In view of continuous huge losses incurred, your Directors do not recommend any dividend on the Shares of the Company.

4) FIXED DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits.

5) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In the year under review, the Company has not made any investments, advanced any loans or provided any guarantee under the provisions Section 186 of the Companies Act, 2013.

6) STATE OF COMPANY'S AFFAIRS BUSINESS REVIEW

The details of the Company's affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report.

7) CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of Companies Act, 2013 and Rules made there under are not applicable to the Company.

8) BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report.

9) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system. The scope of the Internal Audit is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies of the company and suitable corrective actions are taken wherever necessary.

10) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism for Directors and Employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism. In all cases, Directors and Employees have direct access to the Chairman of the Audit Committee. Further, no personnel have been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on Company's website i.e. www.integragarments.com

11) SUBSIDIARIY COMPANIES

Mens Club s.p.a., the Company's subsidiary was liquidated and all the formalities with reference to the liquidation are in advance stage.

12) DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sridhar Rengan and Mr. Shardul Doshi were appointed as Independent Directors of the Company at the Annual General Meeting (AGM) of the Company held on 23rd September, 2014. All Independent Directors of the company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement

During the year under review, Mr. Vijay Kumar Maheshwari stepped down from the Board. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company.

Further, Ms. Amar Deepika Kashyap was appointed as an Additional Director of the company with effect from 28th March, 2015 pursuant to provisions of Section 149, 161 and other applicable provisions, if any of the Companies Act, 2013 and Rules made thereunder, who shall hold office upto the date of forthcoming Annual General Meeting of the Company. The Company has received notice in writing from members proposing the appointment of Ms. Amar Deepika Kashyap, Additional Director of the Company, for the office of Independent Director, subject to shareholders' approval to be obtained at the ensuing Annual General Meeting of the Company.

We seek your confirmation for appointment of Ms. Amar Deepika Kashyap as Independent Director for a term of five consecutive years on non-rotational basis.

Mr. Jagdish Sharma was appointed as Chief Financial Officer of the Company with effect from 12th February, 2015.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Harsh A. Piramal (DIN:00044972) who is retiring by rotation at this Annual General Meeting (AGM), is eligible for re-appointment.

13) BOARD EVALUTION

During the year under review, pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board and Board Committees, experience, competencies, performance of specific duties, obligations and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which refl ected the overall engagement of the Board and its Committees.

14) REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15) COMMITTES AND MEETINGS OF THE BOARD

During the year under review 5 (five) Board Meetings and 4 (four) Audit and Risk Mangement Commitee meetings were convened and held, the details of which are given more specifically in the Corporate Governance Report.

During the year, the Board has constituted several new Committees and also re- constituted some of its existing Committees in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement.

The details of all the Committees of the Board including the Audit and Risk Management Committee, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report.

16) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. Your 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 as at 31st March, 2015 and its loss for the year ended on that date;

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. Your Directors have prepared the Annual Accounts for the year ended 31st March, 2015 on a going concern basis;

v. The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17) REALTED PARTY TRANSACTIONS

The related party transaction that was entered into during the fi nancial year was on an arm's length basis and was in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board was uploaded on the Company's website at www.integragarments.com. None of the Directors have any pecuniary relationships or transactions vis-à- vis the Company.

18) AUDITORS

18.1 Statutory Auditors and Audit Reports

The Company's Auditors i.e. M/s. D. Dhadeech & Co., Chartered Accountants, Mumbai have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under Clause 49 of the Listing Agreement, the auditors have also confi rmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Report to the shareholders for the year under review does not contain any qualifications.

18.2 Secretarial Audit and Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Mr. Dhrumil M Shah of M/s Dhrumil M. Shah & Co., Company Secretaries in practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-2015. The Secretarial Audit report appended as "Annexure A"

There were no qualifications, reservations, adverse remarks or disclaimers in the report of Statutory Auditors of the Company.

19) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSION ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis Report, which form an integral part of this report, are set out as separate Annexures, together with the Certificate from Mr. Dhrumil M. Shah, Practicing Company Secretaries, (FCS No. 8021) regarding compliance with the requirement of Corporate Governance as stipulated in clause 49 of the Listing Agreement

20) EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT 9 is appended as "Annexure B" to this report.

21) PARTICULARS OF EMPLOYEES

During the year under review, the Company has not paid any amount by way of remuneration, sitting fees, commission etc., to any of its Directors and hence, the provisions of Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 are not applicable to your Company.

22) ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The information on Conservation of Energy and Technology absorption under section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure C".

23) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, foreign exchange earnings and outgoings are Nil.

24) SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material order passed by any Regulators or Court or Tribunals during the year ended 31st March, 2015 impacting the going concern status and company's operations in future.

25) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received for Redressal.

26) PREVENTION OF INSIDER TRADING

Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by promoters, Directors and designated employees

27) ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors

27th May, 2015 Harsh A. Piramal

Mumbai Chairman

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Mar 31, 2014

Dear Members,

1. The Directors present their 7th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

2. Financial Results

[Amount in Rs.]

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Total Income 3,88,131 36,98,40,989

PBIDTA (39,04,969) 8,55,60,796

Interest and Finance Expenses 61,54,300 2,52,08,327

Depreciation 1,73,37,557 4,46,68,982

Profit / (Loss) before tax (2,73,96,826) 1,56,83,487

Provision for Tax - -

Profit/ (Loss) after Tax (2,73,96,826) 1,56,83,487

Due to continue huge losses coupled with poor business prospectus, your company has discontinued its operation.

3. Dividend

In view of continuous losses , Directors do not recommend any dividend on the Shares of the Company.

4. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended to this report.

5. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance from M/s. Dhrumil M. Shah & Co., Practising Company Secretaries, and confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

6. Directors

During the year, Mr. Pramod Akhramka ceased to be the Director of the Company with effect from 4th March, 2014. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company.

The Board of Directors on 10th February, 2014 appointed Mr. Shardul Doshi as an Additional Director of the Company. Mr. Shardul Doshi holds office up to the date of ensuing Annual General Meeting. In accordance with the provisions of Section 149 of the Companies Act, 2013 it is proposed to appoint Mr. Sridhar Rengan, and Mr. Shardul Doshi, as Independent Directors of the Company for a period of 5 (five) consecutive years w.e.f. conclusion of 7th Annual General Meeting of the Company. The Independent Director will not be liable to retire by rotation. The Company has received, as per the provision of Section 160 of the Companies Act, 2013 notices in writing from members proposing the appointment of Mr. Sridhar Rengan and Mr. Shardul Doshi as Directors of the Company , subject to shareholders'' approval. Mr. R. K. Rewari, Director of the Company retires by rotation at the 7th Annual General Meeting and being eligible offers himself for re-appointment which the Board recommends.

Your Board recommends all of the above for your approval in the ensuing Annual General Meeting.

7. Subsidiary Company Men''s Club s.p.a.

The company is under voluntary liquidation. Consequently, Board of Directors of Men''s Club s.p.a. has ceased to exist and a liquidator has been appointed to oversee the affairs.

8. Auditors

The Auditors, M/s. D. Dadheech & Co., retire at the ensuing Annual General Meeting and is eligible for re-appointment. The Board recommends their re-appointment as the Auditors to audit the accounts of the Company for the financial year 2014-2015.

The Company has received a confirmation from M/s. D Dadheech & Co. to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified within the meaning of the said Act.

9. Particulars of Employees

There was no employee in receipt of remuneration prescribed under Section 217 (2A) of the Companies Act, 1956 and rules made thereunder.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

a. in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. your 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 as at 31st March, 2014 and its loss for that year;

c. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 to the extent applicable for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. Though the Company has discontinued its operation, your Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

12. Conservation of energy and technology absorption

A statement showing particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, in the prescribed forms (Form A and Form B) is attached herewith and marked as Annexure A.

13. Foreign Exchange earnings and outgo

During the year under review, foreign exchange earnings and outgoings are nil.

14. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits neither does it have any unclaimed / unpaid fixed deposits.

15. Acknowledgments

We owe all our employees, customers, bankers and vendors our gratitude for their co-operation and continued support.

By Order of the Board

Place: Mumbai R. K. Rewari Shardul Doshi Date: 12th August, 2014 Managing Director Director