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)
| Particulars |
For the year ended 31.03.2026 |
For the year ended 31.03.2025 |
| Income |
- |
- |
| Other Income |
- |
- |
| Expenditure |
828.37 |
810 |
| Interest |
- |
- |
| Depreciation & Exceptional Items |
- |
- |
| Profit / (Loss) before Tax |
(828.37) |
(810) |
| Tax Expenses |
- |
- |
| Profit / Loss after Tax |
(828.37) |
(810) |
| Balance brought forward from previous year |
(1781213) |
(1780403) |
| Balance carried over |
(1782041) |
(1781213) |
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
Nil
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.
|
For and on behalf of the Board |
| Place : Chennai |
Meleveettil Padmanabhan |
| Date : 11-08-2026 |
Chairman |
|