Integrated Proteins Ltd

<dhhead>REPORT OF THE BOARD OF DIRECTORS </dhhead>

To,

The Members,

Integrated Proteins Limited, Jamnagar

Your directors are pleased to present the 31^st Annual Report for the financial year ended on 31^st March 2024.

Your Company’s performance for the year ended on 31st March, 2024 is summarized as below:

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 23.74 lakhs and the combined total revenue(i.e Revenue from Operations plus Other Income i.e. Interest Income) of the company is Rs 48.63 Lakhs against the total cost of Rs 32.32 Lakhs. Net profit of the company for the year under review is Rs 8.93 Lakhs.

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 2023-24.

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 have been no significant changes in the nature of the activities during the financial year other than the changes as mentioned above.

The paid-up Equity Share capital as on March 31^st, 2024 was Rs. 3,52,02,000/-. divided in to 32,03,600 Equity Shares. During the year under review, the Company has not issued any share or any convertible instrument.

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 (NRI’s) 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.

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.

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.

The Company has accepted unsecured loan from Mr. Arvind Shah, Director and the same has been authorized by the Board of Directors and disclosed in the notes accompanying financial statements. As the said amount does not exceed the aggregate of paid-up capital, free reserves, shareholders’ approval is not accorded.

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.

Composition of Board of Directors as on 31^st March, 2024 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.

The Company’s 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.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

Further, the directors have registered themselves with the databank as maintained by the IICA and are exempted from the online self-proficiency assessment test as qualifying for the exemption criteria notified by the MCA.

The Board met four times during the financial year 2023-24 on 27/05/2023; 11/08/2023; 31/10/2023; 08/02/2024 The maximum interval between any two meetings did not exceed 120 days.

Pursuant to the provisions of and Schedule IV of the Companies Act, 2013, separate meeting of Independent Directors was held on 8^th February, 2024, to review the performance of non-independent 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.

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

At the 30^th Annual General Meeting (AGM) held on 25^th September, 2023, Mr. Arvind K. Shah was re-appointed as the director. The Members of the Company through their voting on resolutions proposed through Postal Ballot on 29^th June, 2023, approved the change in designation of Mr. Arvind K. Shah from the post of Managing Director to Non-Executive Director effective from 1^st April, 2023 and also approved the appointment of Mr. Chintan Shah, as the Managing Director on the Board w.e.f.1^st April, 2023.

Mr. Piyush C. Vora was re-appointed as the Executive Director on the Board, w.e.f. 24^th August, 2023 for the period of 5 years commencing from 24^th August, 2023, and the same has been approved by the members at the 30^th Annual General Meeting of the Company held on 25^th September, 2023. There are no other changes in the Directors and KMP other than as listed above.

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 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 organization’s 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.

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- B to this report and has been uploaded on the website of the company at www.integratedproteins.com

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 Company’s 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.

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 company’s’ 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.

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

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

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.

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 details of the said transaction are included by way of Explanatory Statements pursuant to Section 102 of the Companies Act and as attached to the Notice of the Annual General Meeting of the Company as listed on Page Number 19 of the Annual Report.

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 arm’s length basis.

There are no employees in the company drawing remuneration of 102 lakhs per annum or more, and employees employed for part of the year and in receipt of 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.

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

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 Company’s 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.

At the 29^th Annual General Meeting of the Company held on 15^th September, 2022 , the Members of the Company approved the re-appointment of M/s DGMS and Co, Chartered Accountants (ICAI FRN: 0112187W) as Statutory auditors of the Company for the period of 5 years i.e till the conclusion of 34^th Annual General Meeting on such terms and conditions and remuneration as may be decided by the Audit, Committee.

There are no qualifications, reservations or adverse remarks made by M/s D G M S and Co, Statutory Auditors, in their report for the financial year ended March 31, 2024. 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.

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 2023-24. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is attached to this Report.

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

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.

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 year under review.

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 DGMS and Co is annexed to this report as and forms part of this 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, the Company is therefore not required to comply with this provision.

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 2023-24 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.

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.

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.

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 details of the said transaction are included by way of Explanatory Statements pursuant to Section 102 of the Companies Act and as attached to the Notice of the Annual General Meeting of the Company as listed on Page Number 19 of the Annual Report.

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.

1. There has been no instance of any revision in the Board’s 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, 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.

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 othe 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.

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.