Integra Essentia Limited - Board/Management Information 2021

(formerly known as Five Star Mercantile Limited) Plot No: G2, MIDC Industrial Estate, Post Salai Dhaba, Butibori, Nagpur: 441122

Date: 7 th August, 2021

Corporate Relations Department BSE Limited, 1 st Floor, New Trading Wing, Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai – 400 001

The Market Operations Department National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Plot No C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

Dear Sir / Madam,

Ref: Integra Garments and Textiles Limited (Company Code: 535958, NSE: INTEGRA)

Sub: Outcome of Board Meeting held on 7th August, 2021

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company at its meeting held on 7 th August, 2021 has inter-alia approved the following:

Taken note of following transfer of shares vide Share Purchase Agreement dated 31st March, 2021, pursuant to open offer:

Sr.	Names of Transferors	No.ofshares	Name of Acquirer	%of
No.		transferred		shares
1.	Ms. Urvi A Piramal	49,566	Mr. Vishesh Gupta	0.14
2.	Mr.HarshvardhanA.	16,522		0.05
	Piramal		Mr. Vishesh Gupta
3.	Mr. Rajeev A. Piramal	16,522	Mr. Vishesh Gupta	0.05
4.	Mr. Nandan A. Piramal	16,522	Mr. Vishesh Gupta	0.05
5.	Ms. Kalpana Singhania	5,419	Mr. Vishesh Gupta	0.01
6.	AshokPiramalGroup	2,14,74,112	Mr. Vishesh Gupta	59.10
	TextilesTrustacting
	through its trustee Ms.
	Urvi A. Piramal
7.	MorarjeeGoculdas	15,11,994	Mr. Vishesh Gupta	4.16
	Spining and Weaving Co.
	LtdSeniorEmployees
	StockOptionScheme
	actingthroughits
	trusteeMs.UrviA.
	Piramal
	TOTAL	2,30,90,657		63.56

a. Equity Shares (Listed)

1. The Board has taken note of the Disclosures received under SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 and (Prohibition of Insider Trading) Regulations, 2015 from the Promoters, pursuant to the open offer.
1. Post completion of open offer and pursuant to the Share Purchase Agreement dated 31st March, 2021, the existing promoters transferred their entire shareholding to Mr. Vishesh Gupta on 14th July, 2021 and Mr. Vishesh Gupta is new Promoter of the Company.
1. Pursuant to the open offer and change in control and management, the following ceased to be the Promoters/ Member of Promoter Group with effect from 14th July, 2021:

Sr.No.	Names of Promoter (Outgoing)	Category

1.	Ms. Urvi A Piramal	Promoter
2.	Mr. Harshvardhan A. Piramal	Promoter
3.	Mr. Rajeev A. Piramal	Promoter
4.	Mr. Nandan A. Piramal	Promoter
5.	Ms. Kalpana Singhania	Member of Promoter Group
6.	Ashok Piramal Group Textiles Trust acting	Promoter
	through its trustee Ms. Urvi A. Piramal

Pursuant to the open offer and change in control and management and on the recommendation of the Nomination and Remuneration Committee the Board of Directors have appointed following new Directors and new KMPs with effect from 7th August, 2021:

Sl. No.	DIN	Name	Designation
1	00255689	Mr. Vishesh Gupta	Managing Director
2	09270488	Ms. Shweta Singh	Director
3	09271995	Mrs. Mansi Gupta	Independent Director
4	09270389	Mrs. Gunjan Jha	Independent Director
5	09270483	Mrs. Sony Kumari	Independent Director
6	09270608	Mr. Komal Jain	Independent Director

Brief Profile of Directors have attached in Annexure 1

Pursuant to the open offer and change in control and management, the following Director and KMPs have resigned with effect from 7th August, 2021:

(formerly known as Five Star Mercantile Limited)

Plot No: G2, MIDC Industrial Estate, Post Salai Dhaba, Butibori, Nagpur: 441122

i. Mr. Harshvardhan A. Piramal (DIN: 00044972) resigned as the Non-Executive Chairman and Non-Executive Director of the Company.
ii. Mr. R. K. Rewari (DIN: 00619240) resigned as the Managing Director of the Company.
iii. Ms. Kalyani Shukla (DIN: 02039079) resigned as Non-Executive Director of the Company.
iv. Ms. Juthika Palav (DIN: 08331910) resigned as Non-Executive Independent Director of the Company.
v. Mr. Narendra Nayak (DIN: 08929925) resigned as Non-Executive Independent Director of the Company.
vi. Mr. Vijay Shankar (DIN: 07351307) resigned as Non-Executive Independent Director of the Company.
vii. Mr. Dharmesh Jha resigned as the Chief Financial Officer of the Company.
viii. Ms. Samruddhi Varadkar resigned as the Company Secretary and Compliance Officer of the Company.
1. The Un-Audited Financial Results of the Company for the quarter ended 30th June, 2021 along with the Limited Review Report thereon, as submitted by the Statutory Auditors. Copy of said Financial Results along with the Limited Review Report is enclosed as Annexure 2.
1. Pursuant to the open offer and change in control and management, the Board has approved shifting of registered office within the local limits of the city. Proposed new registered office address is 2A, Tilak Nagar, Meghranjani Apartment, Tilak Nagar, Nagpur, Maharashtra- 440010.
1. Pursuant to the open offer and change in control and management and subsequent to appointments and resignation in the Board of the Company, following is the New Composition of the Board and the Committees:

Sl. No.	DIN	Name	Designation
1	0255689	Mr. Vishesh Gupta	Managing Director
2	09270488	Ms. Shweta Singh	Director
3	09271995	Mrs. Mansi Gupta	Independent Director
4	09270389	Mrs. Gunjan Jha	Independent Director
5	09270483	Mrs. Sony Kumari	Independent Director
6	09270608	Mr. Komal Jain	Independent Director

i. New Composition of the Board

ii. New Composition of Audit Cum Risk Management Committee:

Sr. No.	Name of Directors	Designation	DIN
1.	Mrs. Gunjan Jha	Chairperson	09270389
2.	Mrs. Mansi Gupta	Member	09271995
3.	Mrs. Sony Kumari	Member	09270483

iii. New Composition of Nomination and Remuneration Committee:

Sr. No.	Name of Directors	Designation	DIN
1.	Mrs. Gunjan Jha	Chairperson	09270389
2.	Mrs. Mansi Gupta	Member	09271995
3.	Mr. Komal Jain	Member	09270608

iv. New Composition of Stakeholders Relationship cum Share Transfer Committee:

Sr. No.	Name of Directors	Designation	DIN
1.	Mrs. Gunjan Jha	Chairperson	09270389
2.	Mrs. Mansi Gupta	Member	09271995
3.	Mr. Komal Jain	Member	09270608

The Board Meeting commenced at 12:00 P.M. and was concluded at 12:20 P.M.

Request you to kindly take the above on record.

Yours Sincerely, For Integra Garments and Textiles Limited

VISHESH GUPTA Digitally signed by VISHESH GUPTA Date: 2021.08.07 12:33:27 +05'30'

Vishesh Gupta Managing Director DIN: 00255689

(formerly known as Five Star Mercantile Limited) Plot No: G2, MIDC Industrial Estate, Post Salai Dhaba, Butibori, Nagpur: 441122

Annexure-1

Information as per SEBI Circular No.CIR/CFD/CMD/4/2015 dated September 9, 2015 read with Regulation 30- Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

Mr. Vishesh Gupta

Sl. No.	Particulars	Details
1	Reasonforchangeviz.appointment,resignation,removal, death or otherwise	Appointment
2	Date of appointment/ Cessation(as applicable) and term ofappointment	The Board of Directors of the Company have appointedMr.VisheshGupta(DIN:00255689)asManagingDirector of the Company w.e.f August 7, 2021 for aterm of 5 (five) years, subject to approval of theShareholders of the Company.
3	Brief profile	Mr. Vishesh Gupta having experience of more than 15years in administration, marketing, accounts etc.
4	Disclosureofrelationshipsbetween Directors (in case ofappointment of a Director)	No,Not related to any existing/New Director

Ms. Shweta Singh

Sl. No.	Particulars	Details
1	Reasonforchangeviz.	Appointment
	appointment,resignation,removal, death or otherwise
2	Date of appointment/ Cessation(as applicable) and term ofappointment	The Board of Directors of the Company have appointedMs. Shweta Singh (DIN: 09270488) as AdditionalDirector (Non-Independent) of the Company w.e.fAugust 7, 2021 for a term of 5 (five) years, subject toapproval of the Shareholders of the Company.
3	Brief profile	Ms.ShwetaSinghisaMasterofBusinessAdministration (Marketing).Has more than 5 years experience in procurement,purchase and operational etc.
4	Disclosureofrelationshipsbetween Directors (in case ofappointment of a Director)	No,Not related to any existing/New Director

(formerly known as Five Star Mercantile Limited)

Plot No: G2, MIDC Industrial Estate, Post Salai Dhaba, Butibori, Nagpur: 441122

Mrs. Mansi Gupta

Sl. No.	Particulars	Details
1	Reasonforchangeviz.	Appointment
	appointment,resignation,
	removal, death or otherwise
2	Date of appointment/ Cessation	The Board of Directors of the Company have appointed
	(as applicable) and term of	Mrs.MansiGupta(DIN:09271995)asAdditional
	appointment	Director(Independent,Non-Executive)ofthe
		Company w.e.f August 7, 2021 for a term of 5 (five)
		years, subject to approval of the Shareholders of the
		Company.
3	Brief profile	Mrs. Mansi Gupta is a Fellow member of Institute of
		Chartered Accountant of India (ICSI) and Bachelor of
		Commerce from Patna University.

		Has more than 9 years experience in financial,
		taxation, audit etc.
4	Disclosureofrelationships	No,
	between Directors (in case of	Not related to any existing/New Director
	appointment of a Director)

Mrs. Gunjan Jha

Sl. No.	Particulars	Details
1	Reasonforchangeviz.appointment,resignation,	Appointment
	removal, death or otherwise
2	Date of appointment/ Cessation(as applicable) and term ofappointment	The Board of Directors of the Company have appointedMrs. Gunjan Jha (DIN: 09270389) as Additional Director(Independent, Non- Executive) of the Company w.e.fAugust 7, 2021 for a term of 5 (five) years, subject toapproval of the Shareholders of the Company.
3	Brief profile	Mrs. Gunjan Jha is a Fellow member of Institute ofChartered Accountant of India (ICSI) and Bachelor ofCommerce from Patna University.Has more than 9 years experience in financial,taxation, audit etc.
4	Disclosureofrelationshipsbetween Directors (in case ofappointment of a Director)	No,Not related to any existing/New Director

(formerly known as Five Star Mercantile Limited)

Plot No: G2, MIDC Industrial Estate, Post Salai Dhaba, Butibori, Nagpur: 441122

Mrs. Sony Kumari

Sl. No.	Particulars	Details
1	Reasonforchangeviz.	Appointment
	appointment,resignation,
	removal, death or otherwise
2	Date of appointment/ Cessation	The Board of Directors of the Company have appointed
	(as applicable) and term of	Mrs. Sony Kumari (DIN: 09270483) as Additional
	appointment	Director(Independent,Non-Executive)ofthe
		Company w.e.f August 7, 2021 for a term of 5 (five)
		years, subject to approval of the Shareholders of the
		Company.
3	Brief profile	Mrs. Soni Kumari is an Associate member of Institute
		of Company Secretaries of India (ICSI) and Bachelor of
		Commerce from University of Delhi.

		Has more than 5 years experience in Corporate
		Secretarial, legal, Statutory Compliance, Corporate
		Governance, IPR and allied matters.
4	Disclosureofrelationships	No,
	between Directors (in case of	Not related to any existing/New Director
	appointment of a Director)

Mr. Komal Jain

Sl. No.	Particulars	Details
1	Reasonforchangeviz.	Appointment
	appointment,resignation,
	removal, death or otherwise
2	Date of appointment/ Cessation(as applicable) and term of	The Board of Directors of the Company have appointedMr. Komal Jain (DIN: 09270608) as Additional Director
	appointment	(Independent, Non- Executive) of the Company w.e.f
		August 7, 2021 for a term of 5 (five) years, subject to
		approval of the Shareholders of the Company.
3	Brief profile	Dr. Komal Jain is a Ph.D (Science) from Academy of
		Scientific & Innovation Research, National Physical
		Laboratory, Campus etc.
		Having more than 5 years of experience in product
		developmentandprocessimprovement.2years
		teaching experience in University of Delhi. He has
		worked on development of new ISO document for
		magnetic materials.
4	Disclosureofrelationships	No,
	between Directors (in case of	Not related to any existing/New Director
	appointment of a Director)

(formerly known as Five Star Mercantile Limited)

Plot No: G2, MIDC Industrial Estate, Post Salai Dhaba, Butibori, Nagpur: 441122

Annexure-2

Integra Garments & Textiles Limited

Statement of Unaudited Financial Result for the Quarter Ended 30.06.2021

				Rs in lacs
PARTICULARS	Quarter Ended			Year Ended
	30.06.2021(Unaudited)	31.03.2021(Audited)	30.06.2020(Unaudited)	31.03.2021(Audited)
1. Revenue from Operations	-	-	-	-
2. Other Income	-	1	-	1
3. Total Income (1+2)	-	1	-	1
4. Expenses
a) Cost of Materials consumed	-	1	-	1
b) Changes in Inventories of Finished Goods,
and work in progress	-	-	-	-
c) Employee Benefit Expense	-	-	-	-
d) Finance Costs	4	4	7	26
e) Depreciation and amortisation expense	-	4	5	18
f) Other Expenses	5	4	3	16
Total Expenses	9	13	15	61
5. Profit /(Loss) before exceptional items and tax (3-4)	(9)	(12)	(15)	(60)
6. Exceptional items	-	-	-	-
7. Profit / (Loss) before tax (5-6)	(9)	(12)	(15)	(60)
8. Tax Expense	-	-	-	-
9. Profit / (Loss) after Tax (7-8)	(9)	(12)	(15)	(60)
10. Other Comprehensive Income
- A Items that will not be reclassifed to Profit	-	-	-	-
or loss (Net of Tax)
- B Items that will be reclassifed to Profit or loss	-	-	-	-
(Net of Tax)
Total Other Comprehensive Income	-	-	-	-
11.Total Comprehensive Income (9+10)	(9)	(12)	(15)	(60)
12.Paid-up Equity Capital	1,090	1,090	1,090	1,090
(Face value of Equity Shares:- Rs.3/- each)
13.Other Equity				(4,110)
14. Basic and Diluted EPS (Rs.)	(0.03)	(0.03)	(0.04)	(0.17)
(* not annualised)

(formerly known as Five Star Mercantile Limited)

Plot No: G2, MIDC Industrial Estate, Post Salai Dhaba, Butibori, Nagpur: 441122

Notes:

1. The above financial results for the quarter ended 30th June, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors respectively at their meeting held on 7th August, 2021.
1. The Company has only one reportable segment Garment Product.
1. The Income from operations for the period under consideration is nil as the plant of the Company is not in operation due to continued huge cash losses and poor business prospects.
1. The Company entered into a Share Purchase Agreement on 31st March, 2021 whereby the entire Promoter and Promoter group comprising Ashok Piramal Group Textiles Trust acting through its trustee, Ms. Urvi Ashok Piramal, Mr. Rajeev Ashok Piramal, Mr. Nandan, Ashok Piramal, Mr. Harshvardhan Ashok Piramal, Ms. Kalpana Singhania etc sold their entire shareholding i.e. 2,30,90,657 fully paid-up Equity Shares and 2,50,000 Non-Convertible Redeemable fully paid-up Preference Shares to Mr. Vishesh Gupta. The said Equity Shares and Preference Shares have been transferred and registered in the name of Mr. Vishesh Gupta on 14th July, 2021 and 22nd July, 2021 respectively.
1. Corresponding figures of the previous period have been regrouped wherever necessary.

For Integra Garments & Textiles Ltd

VISHESH GUPTA Digitally signed by VISHESH GUPTA Date: 2021.08.07 12:34:03 +05'30'

Vishesh Gupta Managing Director

Delhi, 7th August,2021 DIN :00255689

Independent Auditor's report on Standalone Ind AS Financial Results of Integra Garments & Textiles Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To The Board of Directors of Integra Garments & Textiles Limited

1. We have audited the Standalone Ind AS Financial Results of Integra Garments & Textiles Limited ("the company") for the quarter ended on June 30, 2021, being submitted by the Company pursuant to requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation. 2015. This standalone Ind AS financial results are based on the standalone Ind AS financial statements for the quarter ended June 30, 2021 prepared in accordance with the accounting principles generally accepted in India, including India Accounting Standards ('Ind AS') specified under section 133 of the Companies Act 2013 ('the act') and the SEBI circular CIR/CFD//CMD/15/2015 dated November 30, 2015 and CIR/CFD/FAC/62/2016 dated July 5, 2016, which are the responsibility of the Company's management. Our responsibility is to express an opinion on these standalone Ind AS financial results based on our audit of standalone Ind AS financial statements for the quarter ended June 30, 2021.
1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
1. We conducted our review of the Statement In accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A reviewis limited primarily to inquiries of the company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

4. Emphasis on matter

We draw attention to the following matters:-

a. fact that the company has suffered loss of Rs. 9,13,080/- during the quarter ended 30th June, 2021 and company's net-worth had been eroded to Rs. (30,28,76,964)/-.
b. The fact that there was no business operation during the quarter under consideration.

MUMGAI TERES UNIAN ACCOUN

3A/20, Arvind Nagar, Kalina, Santacruz East, Mumbai, MH -400029, Tel: +91 9423689220, 9527821820, email: [email protected]

CA MAYUR KHANDELWAL & CO.

CHARTEREDACCOUNTANTs

The Company entered into a Share Purchase Agreement on 31st March, 2021 whereby the entire Promoter and Promoter group comprising Ashok Piramal Group Textiles Trust acting throughitstrustee, Ms. Urvi Ashok Piramal, Mr. Rajeev Ashok Piramal, Mr. Nandan, Ashok Piramal, Mr. Harshvardhan Ashok Piramal, Ms. Kalpana Singhania etc sold their entire shareholding i.e. 2,30,90,657 fully paid-up Equity Shares and 2.50.000 Non-Convertible Redeemable fully paid-up Preference Shares to Mr. Vishesh Gupta. The said Equity Shares and Preference Shares have been transferred and registered in the name of Mr. Vishesh Gupta on 14th July.2021 and 22nd July. 2021 respectively.

The above factors cast a significant uncertainty on the Company's ability to continue as a going concern. Pending the resolution of the above uncertainties, the Company has prepared the aforesaid statement on a going concern basis.

Our report is not modified in respect of these matters.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued there under and recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015, including the manner in which it is to be disclosed. or that it contains any material misstatement.

For MAYUR KHANDELWAL & CO Chartered Accountants

FRN: 134723W ARDE

ARTEREO DACCO (MAYUR KHANDELWAL) Partner Membership No. 146156

UDIN: 21146156AAAABD2350 Place: Mumbai Date: 07-08-2021

To The Board of Directors of Integra Garments & Textiles Limited

1. We have audited the Standalone Ind AS Financial Results of Integra Garments & Textiles Limited ("the company") for the quarter ended on June 30, 2021, being submitted by the Company pursuant to requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation. 2015. This standalone Ind AS financial results are based on the standalone Ind AS financial statements for the quarter ended June 30, 2021 prepared in accordance with the accounting principles generally accepted in India, including India Accounting Standards ('Ind AS') specified under section 133 of the Companies Act 2013 ('the act') and the SEBI circular CIR/CFD//CMD/15/2015 dated November 30, 2015 and CIR/CFD/FAC/62/2016 dated July 5, 2016, which are the responsibility of the Company's management. Our responsibility is to express an opinion on these standalone Ind AS financial results based on our audit of standalone Ind AS financial statements for the quarter ended June 30, 2021.
1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
1. We conducted our review of the Statement In accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A reviewis limited primarily to inquiries of the company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

4. Emphasis on matter

We draw attention to the following matters:-

a. fact that the company has suffered loss of Rs. 9,13,080/- during the quarter ended 30th June, 2021 and company's net-worth had been eroded to Rs. (30,28,76,964)/-.
b. The fact that there was no business operation during the quarter under consideration.

MUMGAI TERES UNIAN ACCOUN

3A/20, Arvind Nagar, Kalina, Santacruz East, Mumbai, MH -400029, Tel: +91 9423689220, 9527821820, email: [email protected]

CA MAYUR KHANDELWAL & CO.

CHARTEREDACCOUNTANTs

Our report is not modified in respect of these matters.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued there under and recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015, including the manner in which it is to be disclosed. or that it contains any material misstatement.

For MAYUR KHANDELWAL & CO Chartered Accountants

FRN: 134723W ARDE

ARTEREO DACCO (MAYUR KHANDELWAL) Partner Membership No. 146156

UDIN: 21146156AAAABD2350 Place: Mumbai Date: 07-08-2021

AI assistant

Integra Essentia Limited Board/Management Information 2021

61293_rns_2021-08-07_b0861788-b4fd-4cb6-8bba-a33cb021ca38.pdf

Ref: Integra Garments and Textiles Limited (Company Code: 535958, NSE: INTEGRA)

Sub: Outcome of Board Meeting held on 7th August, 2021

a. Equity Shares (Listed)

iii. New Composition of Nomination and Remuneration Committee: