As on: Aug 18, 2026 06:02 AM
Your Directors have pleasure in presenting the Thirtysecond Annual Report together with the Audited Financial Statements for the year ended 31st March 2026.
FINANCIAL HIGHLIGHTS
($ in 000)
REVIEW OF OPERATIONS AND OUTLOOK
Untiring efforts to revive business were still on but without success. Effective cost cutting measures were being implemented. However, all revival attempts will still continue.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public during the year.
TRANSFER TO RESERVES
In view of the losses, transfer to General Reserves is not applicable.
DIVIDEND
In view of the loss incurred the Board does not recommend any dividend for the financial year ended 31st March 2026.
DIRECTORS
Mr Meleveettil Padmanabhan (DIN: 00101997), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-election.
Mr V Sriraman' appointment as Wholetime Director of the company expired on 17th May 2026 and the Nomination and Remuneration Committee recommended his reappointment for a further term of three years. The Board is of the opinion that he be reappointed as a Wholetime Director for a next term of three years.
At the AGM held on 30th July 2021, Mr K S M Rao (DIN: 02096588) was appointed as Independent Director for a period of 5 years with effect from the date of AGM. His term of office as Independent Directors will expire with the close of business hours of the ensuing AGM. However as per Section 149(10) and (11) of the companies Act, 2013 an Independent Director can hold office for two consecutive terms of upto five years each provided his appointment is approved by the shareholders by means of a special resolution and a disclosure to this effect is made in the board's report. The Nomination and Remuneration Committee of the Company recommended to the Board the reappointment of Mr K S M Rao (DIN: 02096588) as an Independent Director and the Board is of the opinion that he be reappointed as Independent Director for a second term of five consecutive years from the close of business hours of the ensuing AGM.
Brief resume of the Directors, nature of expertise and names of Companies in which they hold directorship and membership/ chairmanship in Board / Committees as stipulated under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Annexure to the Notice convening the Annual General Meeting.
BOARD MEETINGS
The details of Board Meetings held during the year are given in the Corporate Governance Report.
STATUTORY AUDITORS
M/s. SVSR & Associates (Firm Registration No.014139S) Chartered Accountants, Chennai were appointed as the Statutory Auditors of the Company at the last AGM held on 27.7.2022 for a period of five years from the conclusion of the 28th AGM till the conclusion of the 33rd AGM. The Companies (Amendment) Act, 2017 has dispensed with the requirements of annual ratification of the Statutory Auditors' appointment. Accordingly the appointment of Statutory Auditors will not be placed for the ratification of the members at the ensuing AGM. The Auditors' Report on the financial statements of the Company for the year under review does not contain any qualification, reservation or adverse remark.
HUMAN RESOURCES
Nothing to report since there are no operations and employees except Wholetime Director and Company Secretary.
AUDIT COMMITTEE
Audit Committee consists of majority of Independent Directors as its members. The details of Audit Committee meetings are given in the Corporate Governance Report.
OTHER COMMITTEES
The details of Nomination and Remuneration Committee, and Shareholders / Investors Grievance Committee (Stakeholders Relationship Committee) are given in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all Independent Directors confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 26 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
REMUNERATION POLICY
The company has a Nomination and Remuneration policy in place. Any Remuneration payable to Directors / Key Managerial Personnel are based on the approval of Nomination and Remuneration Committee.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan (secured or unsecured) and has not given any guarantee or provided any security to any person.
RISK MANAGEMENT
The Company has a Risk Management Policy. However, as per SEBI regulations, Risk Management Committee is not mandatory to the Company.
RELATED PARTY TRANSACTIONS
During the year no specific contract/arrangement were entered into by the company with related parties pursuant to Section 188 of the Companies Act, 2013.
FORMAL ANNUAL EVALUATION
In terms of the provisions of the Companies Act, 2013 and the Listing regulations, the Board reviewed and evaluated its own performance and of various Committees. The performance evaluation of the Independent Directors were carried out by the entire Board. The performance evaluation of the Chairman and Non Independent Directors were carried out by the Independent Directors.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has in place a Whistle Blower Policy for Directors / Employees.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control procedure in place. The internal financial controls are verified and certified by an independent Audit Firm.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR Policy is not applicable to the Company.
INTERNAL AUDIT
Internal Audit for the financial year ended 31st March 2026 was conducted by an independent firm viz. M/s DURV and Associates LLP, Chartered Accountants to evaluate effectiveness and adequacy of internal controls. DURV and Associates are appointed as Internal Auditors for the financial year 2026-27.
SECRETARIAL AUDITOR
Securities and Exchange Board of India vide its Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12th December 2024 published Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 wherein among other things Regulation 24A relating to appointment and reappointment of Secretarial Auditors was amended. Accordingly on the basis of recommendation of board of directors, a listed entity shall appoint or re-appoint: (i) an individual as Secretarial Auditor for not more than one term of five consecutive years; or (ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting.
Accordingly, at the Thiryfirst AGM, Mr B. Prabhakar, Practicing Company Secretary, Chennai as the Secretarial Auditor was appointed as Secretarial Auditor for a period of five years with effect from the financial year 2025-26 to 2029-30. The Secretarial Audit Report for the financial year 2025-26 is annexed to and forms part of this report (Refer Annexure 1).
COST AUDIT
Cost Audit is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT
Not applicable as there are no employees.
MATERIAL CHANGES
There were no material changes and commitments, during the financial year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March 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 at the end of the financial year and of the profit/loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis.
(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Reporting on various aspects of MDA will not be appropriate at present as the Company has still not come out of financial and operational issues. However for the benefit of members current situation relating to IT industry as reported by Nasscom is slated in this section even though they may not be applicable to the Company in the present scenario.
Overall, the technology landscape underwent the most significant structural realignment in decades in CY25.
Revenues grew 3.7% y-o-y in reported currency terms and grew for Healthcare, Retail, Transportation, Travel and hospitality, Manufacturing & Hi-Tech, Telecom, BFSI, and Energy & Utilities.
In CY25, India's tech industry shifted decisively from AI experimentation to industrialisation
FY27 is expected to mark the maturation of AI spending, balancing near-term speed-to-market initiatives with long-cycle enterprise re-engineering.
Technology spending is projected to remain range-bound at 5-7% YoY, while AI budgets rise gradually, constrained by data and process gaps but supported by enterprise-scale programmes.
Hiring is expected to shift from volume to skill mix, reflecting greater AI-driven productivity gains passed through to clients.
To maintain its momentum, the Indian technology industry must prepare for a future marked by potential shifts in global trade and risks to talent mobility, which demand resilience and proactive planning.
CORPORATE GOVERNANCE REPORTS
The report on Corporate Governance as required Regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Compliance Certificate from the Statutory Auditors are annexed to and forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
With regard to requirements relating to conservation of energy, technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has nothing specific to report.
FOREIGN EXCHANGE EARNINGS & OUTGO
Nil
PARTICULARS OF EMPLOYEES
There are no employees who are covered under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
The details of remuneration during the year 2023-24 as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules 2014 are attached and forms part of this report (Refer Annexure 2).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
ANNUAL RETURN
As required under Section 92(3) read with Section 134 (3)(a) of the Companies Act, 2013, the Annual Return for the year 2025-26 is put up on the Company's website and can be accessed at https://www.quintegrasolutions.com.
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and co-operation received from all its associates - the shareholders, customers, suppliers, banks, Government Departments and the employees.
Meleveettil Padmanabhan
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