Integrated Proteins Ltd Directors Report

REPORT OF THE BOARD OF DIRECTORS

To,

The Members,

Integrated Proteins Limited,

Jamnagar

Your directors are pleased to present the 32^nd Annual Report for the financial year ended on 31^st March 2025.

FINANCIAL RESULTS:

Your Companys performance for the year ended on 31st March, 2025 is summarized as below:

PARTICULARS	2024-25	2023-24
	(Amount in Rs.)	(Amount in Rs.)
Revenue from Operations	2149.63	23.74
Other Income	23.74	24.89
Total Revenue ( 1+2)	2173.36	48.63
Purchases of Stock in Trade	2102.50	22.23
Finance Cost	-	-
Employees Benefits Expense	1.63	6.07
. Depreciation & Amortization Exp.	0.96	2.64
. Other Expenses	36.33	7.29
. Total Expenses	2141.42	38.25
. Profit/(Loss) Before Tax	31.94	10.39
1. Tax Expenses - Current Tax	8.04	2.41
2. Deferred Tax	1.10	0.96
3. MAT Credit		--
4. Profit/(Loss) After Tax (PAT)	25.00	8.93

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

As the members of the company are aware that the company is engaged in the business of manufacturing, trading and processing of various oilseeds and that the Company has ceased its operations in the field of solvent extraction of oil seeds and during the year under review, company explored one of the objects listed out as the main object of the company and traded in the agri commodities, the company generated the revenue of Rs. 2149.63 lakhs and the combined total revenue (i.e Revenue from Operations plus Other Income i.e. Interest Income) of the company is Rs. 2173.36 Lakhs against the total cost of Rs. 2141.42 Lakhs. Net profit of the company for the year under review is Rs. 25.00 Lakhs.

DECLARATION OF DIVIDEND & TRANSFER TO RESERVES:

To conserve resources for business development and to write off the accumulated losses, your directors do not recommend any dividend. Moreover, the transferred to the Reserves during the financial year 2024-25.

CHANGE IN NATURE OF BUSINESS:

As the members of the company are aware that the company is engaged in the business of manufacturing, trading and processing of various oilseeds and that the Company has ceased its operations in the field of solvent extraction of oil seeds and during the year under review, company explored one of the objects listed out as the main object of the company and traded in the agri commodities.

There is a significant change in the nature of the activities during the financial year. The company has altered its main object clause by passing a Special Resolution at Extraordinary General meeting held on 30^th December 2025. The main object of the company are as under:

1. To promote, establish, run or otherwise carry on the business of developing, reproducing, marketing, consulting, exporting, importing, buying, selling, distributing, processing, Information technology, servicing or dealing in providing software solutions in the field of Geomatics including Core Application Development for Geographical Information System (GIS), Image Processing (IP), Global Positioning System (GPS), Remote Sensing (RS), Ground Penetrating Radar (GPR) and Photo Grammetry (PG) and advance module Network Analysis, 3-D Modeling, Neural Network, Terrain Analysis.

2. To carry on in India or elsewhere in the world, the business to construct, build, later, take on lease purchase or acquire, convert, improve, design, of roads, ways, culverts, dams, bridges, canals, walls, railway, tramways

3. To carry on business as manufacturers, producers, processors, makers and to act as suppliers and dealers in electrical and other appliances

4. To carry out business of manufacturing, trading, import, export, installation, and operation of Solar systems for energy generation

SHARE CAPITAL:

The authorized share capital of company has increased from Rs. 4,00,00,000/-(Rupees Four Crores) to Rs. 25,00,00,000/-(Rupees Twenty-five Crores) at the EGM held on 30.12.2024 and Paid-Up Equity Share capital as on March 31^st, 2025 was Rs. 3,52,02,000/-. divided in to 32,03,600 Equity Shares.

Raising of funds by issuance of Warrants convertible into Equity Shares on a private placement basis:

Pursuant to the shareholders approval received through Postal Ballot on 30th December, 2024, your Company has issued 2,00,00,000 (Two Crore) Warrants at a price of rupees 11.25 per warrant, each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value of 10 /- each to person belonging to non-promoter category of the Company, by way of preferential issue on a private placement basis for an aggregate consideration of up to Rs. 22,50,00,000 ( Rupees Twenty-Two Crore Fifty Lakhs only).

However during the current financial year the company Out of 2,00,00,000 (Two Crore) Warrants the company has allotted 1,55,10,000 (One Crore Fifty-Five Lakh Ten Thousand only) warrants on a private placement basis for an aggregate consideration of up to Rs. 17,44,87,500 (Rupees Seventeen Crore Forty-Four Lakhs Eighty-Seven Thousand Five Hundred).

Apart from above, the Company has not issued any shares or convertible securities. Further, the Company does not have any scheme for the issue of shares, including sweat equity to the Employees or Directors of the Company.

FOREIGN INVESTMENT:-

At the 25^th Annual General Meeting (AGM) held on 27^th September ,2018, members approved the proposal of board to increase the limit of Investment by Non-Resident Indians (NRIs) to 24% from 10% by passing special resolution. The same has been duly intimated to Reserve Bank of India, Stock Exchange and NSDL and RoC and the investment is within the said limits.

DETAILS OF SUBSIDIARIES. JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year under review, the company does not have any subsidiaries, joint venture and associates companies and henceforth does not fall under the purview of Section 129(3) of the Companies Act, 2013.

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars related to loans, advances, guarantees and investments are provided as a part of financial statements.

DEPOSITS:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

BOARD COMPOSITION:

Composition of Board of Directors as on 31^st March, 2025 is annexed as Annexure- A to this report and forms part of this report. The attendance of the directors at the meeting is annexed as Annexure - B to this report.

COMMITTEES OF THE BOARD:

The Companys Board has the following committees:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Shareholders Grievance Committee.

Details of terms of reference of the Committees, Committee membership are provided in Annexure - A of this Annual Report.

DECLARATION OF INDEPENDENCY BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have provided declaration of independence as required under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. Further, Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. They had no pecuniary relationship or transactions with the Company, other than as permitted under relevant regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, proficiency and expertise and they hold highest standards of integrity. The Directors are compliant with the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as applicable.

NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS:

The Board met Fifteen times during the financial year 2024-25 on

26/04/2024,

06/08/2024,

12/08/2024,

18/10/2024,

16/11/2024,

27/11/2024,

10/12/2024

24/01/2025,

28/01/2025,

01/02/2025,

03/02/2025,

04/02/2025,

14/02/2025

25/02/2025,

05/03/2025.

The maximum interval between any two meetings did not exceed 120 days.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of and Schedule IV of the Companies Act, 2013, separate meeting of Independent Directors was held on 05^th March, 2025, to review the performance of nonindependent directors and the Board as a whole; review the performance of the Chairperson of the Company, taking into account the views of executive directors and non- executive directors and to assess the quality, quantity and timeliness of flow of information between the management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinod P Mehta will retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.

The company has appointed Mr. Karanj Doshi (DIN: 10848249) as a Managing Director of the Company with effect from 16th November, 2025, Ms. Jyoti Kataria (DIN: 08817525) as an Independent Director of the Company with effect from 16th November, 2025 and Mr. Priyansh Parekh (DIN: 10780868) as an Independent Director of the Company with effect from 16th November, 2025.

During the year under review Mr. Vijay Dattani ceased to be Independent Director of the company with effect from 18th October, 2024, Mr. Piyush Chimanlal Vora ceased to be Chief Financial Officer and Director of the company with effect from 16th November, 2024, Mr. Arvind Kantilal Shah ceased to be Director of the company with effect from 16th November, 2024, Mr. Chintan Arvind Shah ceased to be Managing Director of the company with effect from 16th November, 2024, and Ms. Devanshi Shah ceased to be Company Secretary and Compliance Officer of the company with effect from 17th December, 2024 from the closure of business hours. Further Ms. Urvashi Jayeshbhai Gandhi was appointed as company secretary w.e.f 01st April, 2025

Sr. No.	Name of Director/KMP	DIN/PAN	Nature of Change	Effective Date
1	Vijay Dattani	06913999	Resignation	18/10/2024
2	Piyush Vora	00296074	Resignation	16/11/2024
3	Chintan Shah	00228733	Resignation	16/11/2024
4	Arvind Kantilal Shah	00094647	Resignation	16/11/2024
5	Devanshi Vijay Shah	DUUPS1010R	Resignation	17/12/2024
6	Karanj Dharmeshbhai Doshi	10848249	Appointment	16/11/2024
7	Priyansh Tejas Parekh	10780868	Appointment	16/11/2024
8	Jyoti Jashvantray Kataria	08817525	Appointment	16/11/2024

FORMAL EVALUATION OF BOARD. ITS COMMITTEES:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors. Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, understanding of the organizations strategy, risk, and environment, etc. Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice /recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy covering these requirements is provided as Annexure- C to this report and has been uploaded on the website of the company at www.integratedproteins.com

VIGIL MECHANISM:

As per the provisions of Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations, a Vigil Mechanism Policy has been adopted by the Company. Under this policy, your Company encourages its employees/directors to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). The Vigil Mechanism Policy has been uploaded on the website of the company at www.integratedproteins.com.

RISK MANAGEMENT:

Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to the companys senior management including, where appropriate, the Chairman and Managing Director and Chief Financial Officer, the Audit Committee, and the Board.

The common risks affecting company are regulations, competition, business risk (which includes legal risk, political risk, and financial risk), technology obsolescence, long-term investments and expansion of facilities. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INFORMATION REQUIRED UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT. 2013.

The Company has zero tolerance for sexual harassment at work place and in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act), the Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace available at link for Policy Internal Complaints Committee have been set up to redress complaints and following are the details of complaints for FY 2024-25:

(a) Number of complaints of sexual harassment received in the year -	Nil
(b) Number of complaints disposed off during the year -	Nil
(c) Number of cases pending for more than ninety days -	Nil

During the year under review, there were no cases filled pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013.

MATERNITY BENEFIT ACT. 1961:

The Company has complied with the provisions relating to the Maternity Benefit Act 1961. EXTRACT OF ANNUAL RETURN:

In terms of the Companies Act, 2013 as amended, the Annual Return is available on https:// www.integratedproteins.com/

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

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

b. The 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors 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. The Directors have prepared the annual accounts on a going concern basis; and

e. The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems and processes are operating effectively.

RELATED PARTY TRANSACTIONS:

There are no such contracts or arrangements with related parties which requires disclosure under Section 188(1) and applicable rules of the Companies Act, 2013. Further, the transactions with parties defined as related parties as per AS - 18 have been disclosed in the notes to financial statements.

For the Financial Year 2024-25, the Board of Directors at its meeting held on 6^th August, 2024 and after the approval of the Audit Committee, approved the sale of surplus land and the construction thereto, to the Related Parties, which is not a "Substantial Undertaking" as per Section 180(1)(a) of the Companies Act, 2013 and the same has been recommended for the approval of the members at the ensuing general meeting. The same has been approved by the members in the annual general meeting held on 29^th August 2024.

Accordingly, as per Section 188 of the Companies Act, 2013, prior approval of the Members is being sought for this transaction proposed to be undertaken by the Company. The said transaction shall be on arms length basis.

PARTICULARS OF EMPLOYEES:

There are no employees in the company drawing remuneration of Rs.102 lakhs per annum or more, and employees employed for part of the year and in receipt of Rs.8.50 lakhs or more per month, as prescribed in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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 disclosures.

STATUTORY AUDITOR:

The previous Statutory Auditor, M/s. DGMS & Co. resigned from the office of Statutory Auditor on November 15, 2024. To fill this casual vacancy, M/s. B B Gusani & Associates., Chartered Accountants (Firm Registration No. 140785W) were appointed as Statutory Auditor of the Company, based on the recommendation of Audit Committee, by Board of Directors of the company, in their meeting held on December 10, 2024, to hold the office until conclusion of ensuing Annual General Meeting. Their appointment was subsequently approved by Shareholders in Extra Ordinary General Meeting held on March 30, 2025.

Further, the Board of Directors recommends to appoint M/s. B B Gusani & Associates, Chartered Accountants (Firm Registration No. 140785W) as Statutory Auditor for the term of five consecutive years, from the conclusion of this Annual General Meeting (32nd AGM) till the conclusion of the Thirty seventh Annual General Meeting (37th AGM) of the Company.

The Auditors Report on the Financial Statements of the Company for FY 2024-25 issued by M/s. B B Gusani & Associates is part of the Annual Report. The Audit Report does not contain any qualification, reservation, observations or adverse remarks.

AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by M/s. BB Gusani & Associates, Statutory Auditors, in their report for the financial year ended March 31, 2025. The auditors report is attached herewith and forms part of financial statements.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Ankita Shah, of Vast and Co. Company Secretaries, LLP, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the FY 2024-25. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025 is attached to this Report.

Further, company is not required to submit Annual Secretarial Compliance Report, vide Regulation 15 (2) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no qualifications, reservations or adverse remarks provided by the Secretarial Auditor in her report

COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the Board appointed M/s. Sunny Rohera & Associates, Chartered Accountants, Jamnagar [FRN: 138027W] as an Internal Auditor of the company for the for the FY 2024-25.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company having paid up capital of Rs 10 crores or below and net worth of Rs 25 Crores or below; are exempted from complying with the provisions of Corporate Governance as listed in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, Certificate regarding non-applicability of Corporate Governance requirements from M/s Vast and Co, Company Secretaries, LLP, Secretarial Auditor of the company is annexed to this.report as and forms part of this report.

The report certifying the non-applicability of the provisions of the Corporate Governance for the previous three financial years from M/s. B B Gusani & Associates is annexed to this report as and forms part of this report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

As per Regulation 24(a) of SEBI (Listing Obligations and Disclosure Requirement), 2015, every listed entity shall submit Annual Secretarial Compliance Report stating compliances of laws by Practicing Company Secretary. Further SEBI vide its notification dated 9th May 2019 and 14th May, 2019 respectively has clarified that the listed entities claiming exemption under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not required to comply with this regulation. Hence, company is not required to submit Annual Secretarial Compliance Report, vide Regulation 15 (2) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, every company having net worth of Rs. 500 Crores or more OR an annual turnover of Rs.1,000 Crores or more OR with a net profit of Rs. 5 Crores or more, is required to constitute a CSR Committee. The Company does not fall in any above criteria during the year 2024-25 and therefore, it is not required mandatorily to carry out CSR activities or to constitute CSR Committee under provisions of Section 135 of the Companies Act, 2013.

CONSERVATION OF ENERGY. TECHNOLOGICAL ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

The Company has not taken any significant step for conservation of energy during the year under Report. However, the Board is keen to develop a system for conservation of energy on continuous base. Further, during the year under review, there was no foreign earning or expenditure in the Company. There are no significant expenses on technology absorption during the year under report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE:

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

OTHER DISCLOSURES:

1. There has been no instance of any revision in the Boards Report or the financial statement, hence disclosure under Section 131(1) of the Act.

2. The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under Section 67(3) are not required to be made.

3. The company does not pay any remuneration to any of its directors, and hence disclosure of ratio of remuneration of each director under section 197(12) is not required to be made.

4. The Company has not paid any commission to any of its Directors and hence, the provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

5. The Company has not issued (a) any share with differential voting rights (b) sweat equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014

6. The Central Government has not prescribed the maintenance of cost records by the Company under Section 148 (1) of the Companies Act, 2013 for any of its products.

COMPULSORY DEMATERIALIZATION OF SHARES

SEBI disallowed listed companies from accepting request for transfer of securities which are held in physical form, with effect from April 1, 2019. Thus, all the investors who are holding shares in physical form, should consider opening a demat account at the earliest for transfer and other formalities and to update their KYC details with the RTA of the Company i.e. Cameo Corporate Service Ltd by logging in to their Online Investor Portal , WISDOM which can be accessed at https://wisdom.cameoindia.com . All the shareholders are requested to access the said portal for any queries/clarifications

ACKNOWLEDGEMENT AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Date: 28/08/2025	For and on Behalf of Board of Directors
Place: Jamnagar	Integrated Proteins Limited
	Sd/-
	Karanj D. Doshi	Vinod P. Mehta
	Managing Director	Director
	[DIN:10848249]	[DIN:00094718]