To,

The Members,

Your Directors take immense pleasure in presenting the Forty-fourth Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31st March 2026.

Note: All material accounting policies and material transactions have been disclosed in notes on accounts to the financial statement as on 31st March 2026.

In view of the need to conserve the resources of the Company, Directors of your Company do not recommend dividend on equity shares for the year.

The Company is not required to transfer any amount to its reserves. Hence, no amount of profit is transferred to the general reserve.

However, in view of exercise of options and consequent allotment of 30,000 equity shares of Re. 1/- each at an exercise price of Rs. 36/- per share, Rs. 5.72 Lakhs has been transferred out of ESOP reserve to general reserve.

There has been no instance of fraud reported by the Auditors under Section 143(12) of the Act and rules framed there under either to the Company or to the Central Government.

There was no change in the nature of business during the financial year under review.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year ended 31st March 2026 and the date of signing of this report.

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future during the financial year under review.

The Company has appointed internal auditor in accordance with Section 138 of the Act, for ensuring adequacy of internal financial controls and your Board has taken adequate care for financial control during the financial year under review.

No Company has become or ceased to be Subsidiary/Joint venture/Associate Company of the Company during the financial year.

However, the Company has one associate Company (Joint venture-Company) i.e. "Integra Systems Private Limited" (ISPL), which has been admitted for liquidation by Honorable National Company Law Tribunal (NCLT), Ahmedabad Bench, vide their order dated 9th August 2024. Form AOC-1 in this regard is attached at the end of financial statements.

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014, during the financial year under review.

During the financial year 2025-26, Mr. Bhavin Kariya, CEO (KMP), exercised 30,000 stock options granted to him under the Integra Engineering Employee Stock Option Plan 2015 (ESOP 2015). In the course of this exercise, 30,000 equity shares were allotted to him, resulting in an increase in the paid-up equity share capital of the Company from 3,43,95,196 to 3,44,25,196 equity shares of Re. 1/- each aggregating to Rs. 3,44,25,196.

The Company has not issued any Equity Shares with differential rights as to dividend or vote during the financial year. Hence, details as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

The Company has one Employee Stock Option Plan viz., Integra Engineering Employees' Stock Option Plan 2015 (ESOP 2015), which was approved by the Members of the Company by a special resolution at their Thirty-third Annual General Meeting ('AGM') held on 12th August 2015.

Under the aforesaid plan, the Nomination and Remuneration Committee of the Company, at its meeting held on 22nd August 2017, granted 1,80,000 (One Lakh Eighty Thousand) Stock Options representing an equal number of equity shares of face value of Re. 1/- each, at an exercise price of Rs. 36/- to eligible employees.

During the financial year 2025-26, the Scheme was in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI (SBEB&ES) Regulations') and no material changes were made by the Company in the Employees' Stock Option Plan. Other relevant details in accordance with Part F of Schedule I of SEBI (SBEB&ES) Regulations are available on the website of the Company https://integraengineering.in/investor_relationship/category/c ompliance.

On 17th July 2025, the Board of Directors of the Company allotted 30,000 Equity Shares of Re. 1/- each at an exercise price of Rs. 36/-, in exercise of option by Mr. Bhavin Kariya (CEO) of the Company.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return is placed on the website of the Company and is available on weblink: https://integraengineeringin/investor_relationship/category/c ompliance/annual-returns

The Company has not issued any sweat equity shares during the financial year. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not reported yet.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith as Annexure-A.

During the financial year 2025-26, your Company continued to implement CSR initiatives that align with our core values and contribute to the well-being of the communities in which we operate. The CSR Policy of your Company is aligned with the activities specified in Schedule VII of the Act.

The amount required to be spent by the Company on CSR activities for the financial year 2025-26 was Rs. 44.02 Lakhs. However, the Company utilized a set-off of Rs. 0.53 Lakhs, being the excess amount spent in the previous financial year, in line with Rule 7(3) of the Companies (CSR Policy) Rules, 2014. Accordingly, the net amount required to be spent during the year was Rs. 43.49 Lakhs, against which the Company has spent Rs. 43.86 Lakhs.

The annual report on CSR activities pursuant to Rule 8 of the Companies (CSR Policy) Rules, 2014 is attached as Annexure - B.

Ms. Corinne Ruckstuhl (DIN: 03531399) was re-appointed as a retiring Director by the members at their forty-third AGM held on17th July 2025.

Mr. Mahendra Sanghvi (DIN: 00084162) completed his 2nd term of 5 (five) consecutive years as an Independent Director of the Company w.e.f., the close of business hours on 10th June 2025 and accordingly ceased to be Director of the Company. The Board placed on record its immense appreciation for his valuable contribution during his tenure.

The approval of the members was accorded to the appointment of Mr. Dilipsinh Jadeja (DIN: 03589440) w.e.f., 14th May 2025 in the forty-third AGM of the Company held on 17th July 2025.

Mr. Kunal Thakrar, Chief Financial Officer and Key Managerial Officer, has resigned from his position on 23rd April 2026, w.e.f., close of business hours on 29th May 2026, due to personal reasons. The Board placed on record its immense appreciation for his valuable contribution during his tenure.

The Board of Directors hereby declares that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Act.

The Board of Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

The Company has devised a policy for performance evaluation of the Board, its committees and individual Directors which include criteria for performance evaluation of the Non-executive Directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

A statement indicating the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

During the financial year 2025-26, four Board and four Audit Committee meetings were held, the details of which are given in the Corporate Governance Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Listing Regulations.

The Company has framed a vigil mechanism in accordance with the relevant provisions of the Act read with Regulation 22 of the Listing Regulations and the same may be accessed on the

Company's website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when he / she becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company's interest.

Details of loans, guarantees and investments are within the limit of the provisions of Section 186 of the Act as appearing in Note no. 7 and Note no. 14 of the financial statements.

Particulars of contracts or arrangements with related parties in Form AOC-2 is annexed as Annexure-C.

Disclosures pursuant to Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as Annexure-D.

M/s. CNK & Associates LLP, Chartered Accountants, (Firm Registration No.: 101961W/W-100036) have been appointed as Statutory Auditors of the Company, by the members in its forty-third AGM held on 17th July 2025, to hold office up to the conclusion of forty-eighth AGM to be held in 2030.

M/s. Shah and Shah Associates, Chartered Accountants, (FRN 109458W), have been appointed as the Internal Auditor of the Company for the financial year 2026-27, by the Board of Directors, based on recommendation of the Audit Committee, in accordance with Section 138 of the Act and rules framed thereunder.

M/s. Devesh Pathak & Associates, Practising Company Secretaries, (Firm Registration No.: 2018GJ621500), have been appointed as Secretarial Auditor of the Company, by the members in its forty-third AGM held on 17th July 2025, to hold office up to financial year 2029-30, in accordance with Regulation 24A of the Listing Regulations.

The Secretarial Audit Report and Annual Secretarial Compliance Report issued by M/s. Devesh Pathak & Associates, for the financial year 2025-26 have been annexed to this Report as Annexure-E & F respectively.

Mr. Divyesh Vagadia, Practicing Cost Accountant, has been appointed as the Cost Auditor for the financial year 2026- 27, by the Board of Directors, upon recommendation of the Audit Committee, in terms of Section 148 of the Act and rules framed thereunder. Mr. Divyesh Vagadia has furnished his consent and eligibility to be appointed as a Cost Auditor in terms of the relevant provisions of the Act and rules mentioned thereunder.

The ratification of remuneration payable to Mr. Divyesh Vagadia, for the financial year 2026-27, will be subject to approval of the members at the ensuing AGM.

Neither the Statutory Auditor nor the Secretarial Auditor of the Company, in their respective draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/comments thereon are required to be furnished by the Board.

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance with the requirements under the Listing Regulations.

A detailed report on Corporate Governance as required under Regulation 34 read with Part C of Schedule V to the Listing Regulations is appended along with the certificate confirming the compliance of conditions on Corporate Governance, issued by M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara. The Corporate Governance Report is forming part of the Board's Report as per Annexure-G.

The Management Discussion and Analysis Report, as required in terms of Regulation 34(2) of the Listing Regulations forms part of this Report as Annexure-H.

The Management has put in place adequate and effective system and manpower for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company

In terms of Section 134(3)(c) read with 134(5) of the Act, your Directors would like to state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2026, and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company maintains a zero tolerance towards sexual harassment at the workplace. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('the POSH Act') and rules framed thereunder, a comprehensive policy has been implemented by the Company. This policy applies to all employees, including permanent, contractual, temporary, and trainees. An Internal Committee has also been constituted in accordance with the POSH Act to redress complaints received on sexual harassment.

During the year under review, no complaint was reported to the Internal Committee and accordingly, the Company has no information to report on filing and disposal of the cases pursuant to Section 22 of the POSH Act.

During the year under review, your Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including amendments thereto.

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the engineering industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

• Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Audit Committee of the Board consists of four Independent and one Non-executive, Non-Independent Director.

The details such as composition, role, terms of reference, power, number of meetings held and attended by the members of the Audit Committee in accordance with the provisions of Regulation 18 of the Listing Regulations read with Section 177 of the Act & rules framed thereunder, forms part of the Corporate Governance Report under the section "Committees of the Board".

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board.

The Nomination and Remuneration Committee of the Board consists of two Independent and one Non-executive, Non- Independent Director.

The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report under the section "Committees of the Board".

Your Board has also adopted a Nomination and Remuneration Policy in accordance with Section 178 of the Act. The policy provides for the appointment and removal of Directors, Key Managerial Personnel and Senior Management employees and their remuneration.

The Company maintains its cost records in accordance with the provisions of Section 148 of the Act and rules framed thereunder.

In terms of clause no. 9 of revised SS-I (Revised Secretarial Standards on Meeting of Board of Directors effective from 1st April 2024), your Directors state that the Company has been compliant of applicable Secretarial Standards during the year under review.

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly, the Company has no information to offer in this regard.

During the year under review, your Company has received the compounding order from Reserve Bank of India (RBI), Mumbai dated September 23, 2025 in respect of delayed reporting of borrowing foreign exchange for various quarters during period June, 2001 and December, 2005, from RBI, Ahmedabad dated December 11, 2025 in respect of (i) delay in filing the form FC GPR in respect of equity instruments (ii) delay in filing form FC GPR (Part B) and (iii) delay in filing annual return on FLA. The Company has paid the Compounding amount of Rs. 10,47,000/- to RBI, Mumbai and Rs. 21,40,000/- to RBI, Ahmedabad in compliance with the aforesaid orders, on September 25, 2025, and December 18, 2025, respectively.

The Company has not undergone any one-time settlement and accordingly the Company has no information to offer in respect of the difference between the amount of the valuation at the time of one-time settlement and the valuation date while taking loan, if any.

Your Directors express their gratitude to Integra Holding AG, Switzerland, the Holding Company, for its continuous support and thank the Company's employees, customers, vendors, and other shareholders.

A special thank goes to the commendable performance by the Government of India, Government of various states in India, Government of various countries and concerned departments.