Directors Report of Nurture Well Industries Ltd.

Mar 31, 2025

The Board of Directors (“Board”) is pleased to present the Thirty-Ninth Annual Report and the Audited Financial Statements of Integrated Industries Limited (“the Company”) for the financial year ended March 31, 2025.

A. FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the financial year ended March 31, 2025, and March 31, 2024, are as under:

(Rs in Crores)
Particulars	Standalone		Consolidated
	For the Financial year ended March 31,2025	For the Financial year ended March 31, 2024	For the Financial year ended March 31,2025	For the Financial year ended March 31,2024
Total Income	67.84	57.64	769.35	331.26
Total Expenditure*	64.86	55.92	697.07	301.82
Profit before Finance Costs, Depreciation, Tax	2.98	1.72	72.28	29.44
Depreciation & Amortization	0.16	0.02	2.76	2.26
Finance Costs	0.07	0.44	1.09	0.44
Profit before Tax	2.75	1.26	68.43	26.74
Income Tax (including deferred tax)	0.66	0.38	1.86	1.85
Net Profit after Tax	2.09	0.88	66.57	24.89
Other Comprehensive Income (net of tax)	-	-	1.25	0.05
Total Comprehensive Income	2.09	0.88	67.82	24.94
EPS (Basic)	0.10	0.06	2.64	1.82

*Excluding Depreciation & Amortization and Finance Cost.

B. REVIEW OF OPERATIONS

During the financial year ended March 31, 2025, the Company demonstrated strong operational and financial performance.

On a consolidated basis, the total income of the Company stood at Rs. 769.35 crores, as compared to Rs. 331.26 crores in the previous financial year ended March 31, 2024, marking a substantial growth of over 132%. This increase was primarily driven by enhanced business volumes, strategic expansion, and improved operational efficiencies across key business segments.

On a standalone basis, the total income for the year amounted to Rs. 67.84 crores, as against Rs. 57.64 crores in the previous financial year, reflecting a year-on-year growth of approximately 17.71%.

The Company continues to focus on sustainable growth, strengthening its market position, and improving stakeholder value. The management remains committed to exploring new business opportunities, optimising costs, and investing in innovation to drive long-term performance.

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year ended March 31, 2025, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is presented in a separate section and forms an integral part of this Report.

D. DIVIDEND

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the Financial Year under report to retain the profits, to meet the requirements of future growth.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities based on market capitalization (as on March 31 of every financial year) are required to formulate a Dividend Distribution Policy and disclose the same on their website and provide a web-link in their Annual Report.

As the Company does not fall within the top 1000 listed entities based on market capitalization as on March 31, 2025, the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

E. TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount to the General Reserve.

F. SUBSIDIARIES AND ASSOCIATES

As on March 31, 2025, your Company has one direct subsidiary, namely Nurture Well Foods Limited, and one step-down subsidiary, namely Nurture Well LLC. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“the Act”). Further, there has been no material change in the nature of business of the Company and its subsidiaries during the financial year under review.

Nurture Well Foods Limited ceased to be a wholly owned subsidiary and became a subsidiary of the Company on July 10, 2024, pursuant to the allotment of 20% of its equity shares by way of preferential allotment to India Inflection Opportunity Funds.

Nurture Well Foods Limited has been classified as a material subsidiary of the Company in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

G. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link https://integratedindustries.in/investor-relations. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. The disclosure of transactions with the related parties are provided in the notes to the Standalone Financial Statements, forming part of the Annual Report.

As required under the Act, particulars of contracts or arrangements with related parties in the prescribed Form AOC-2, is provided as Annexure - I to this Board’s Report.

H. AUDITORS1) Statutory Auditors and Auditors’ Report

M/s Prem Gupta & Co, Chartered Accountants (Firm Registration No.000425N, Statutory Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, has been appointed by the Shareholders of the Company at their 37^th Annual General Meeting held on May 22, 2023, as the Statutory Auditors of the Company for a period of 5 consecutive years from the FY 2023-24 to FY 2027-28, so as to hold office as such from the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting.

The report of the Statutory Auditors on Financial Statements for the FY 2024-25 forms part of this Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

2) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s L. Gupta & Associates, Company Secretaries Unique Identification Number: S2002DE050800 has been appointed by the respective Boards of the Company and its material subsidiary to conduct the Secretarial Audit for the financial year ended March 31, 2025.

Further, the Company has recommended the appointment of M/s L. Gupta & Associates, Company Secretaries (Unique Identification Number: S2002DE050800), Company Secretaries for a term of 5 (five) consecutive years commencing from Financial Year April 1, 2025 to March 31, 2030, to undertake secretarial audit of the Company.

Accordingly, a resolution seeking appointment and fixation of fees of Secretarial Auditors of the Company is included in Notice convening the ensuing Annual General Meeting. Further, M/s L. Gupta & Associates, Company Secretaries, Company Secretaries, has also submitted her consent to act as the Secretarial Auditors of the Company and have confirmed that they fulfil the criteria as specified in clause (a) of Regulation 24A(1A) of Listing Regulations and further confirmed that they have not incurred any of disqualifications as specified by the Securities and Exchange Board of India.

Further, pursuant to the provisions of Regulation 24A, the Secretarial Audit Report of the Company and its material subsidiary are attached as “Annexure- II” and “Annexure- II(A)” respectively. Further, the Report of the Secretarial Auditor for the FY 2024-25 does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report confirms that the

Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

3) Reporting of Frauds by Auditors

During the financial year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

I. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of loans, Guarantees and Investments covered under Section 186 of the Act and Schedule V of the Listing Regulations are provided in the notes to financial statements.

Further, the Details of transactions of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 as on 31st March 2025 are as follows:

CIN : U10712UP2023PLC180286

Name of the Party : Nurture Well Foods Limited

Type of person : Subsidiary

Nature of transaction : Loan

Rate of interest, if loan : 8%

Brief of transaction : Loan to Subsidiary

Amount in Rs. : 73.96 Crore

Date of passing of Board Resolution : 14^th February, 2025

Date of passing of Special Resolution, if any : -

SRN of MGT 14, if any : AB4164671

J. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

K. EMPLOYEES

1) Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Saurabh Goyal Managing Director

b) Mr. Anil Kumar Chief Financial Officer

c) Mrs. Priyanka Company Secretary cum Compliance Officer

2) Employees’ Stock Option Scheme

During the period under review, no Employees’ Stock Option scheme exists in the Company.

3) Particulars of Employees and Related Disclosures

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure III.

None of the directors received any remuneration or commission from Subsidiary Companies of your Company during the financial year 2024-25.

The details of remuneration paid to the Directors including the Managing Director & CEO of the Company are given in Corporate Governance Report.

The information required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information, may write to the Company Secretary at the Registered Office of the Company and the said information is open for inspection at the Registered Office of the Company.

The Board of Directors affirm that the remuneration paid to key managerial personnel of the Company is as per the Nomination & Remuneration Policy of the Company.

L. BOARD AND COMMITTEES1) Directors

As on March 31, 2025, the Board of Directors comprises of six directors out of which two are Executive Directors, three are Non-Executive Independent Directors and one is Non-Executive -Non-Independent Director.

Ms. Reena Sharma resigned as a Director from the Board of the Company on January 31, 2025, on account of personal reasons and other professional commitments.

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors at their respective meetings held on January 31, 2025, and subsequently approved by the shareholders at the Extra-Ordinary General Meeting held on April 30, 2025, Mrs. Aishwarya Singhvi was appointed as a Non-Executive Independent Director of the Company for a term of five years, effective from January 31, 2025, to January 30, 2030.

Further, pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and Company’s Code of Conduct.

Further, in terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

All Directors have affirmed that they are not debarred from holding the office of a director by virtue of any SEBI order or any other such Authority and are not disqualified u/s 164(2) of the Companies Act, 2013. Further, Independent Directors have successfully registered themselves in the Independent Director’s data bank maintained by Indian Institute of Corporate Affairs.

The Company has taken the certificate from M/s L. Gupta & Associates, Company Secretaries, that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The Certificate is annexed to this Report as Annexure -IV.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions specified in Listing Regulations and they are independent of the management.

2) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 4 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and the evaluation of the working of its Committees and directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

3) Remuneration Policy

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://integratedindustries.in/investor-relations.

4) Board/Committee Composition and Meetings

The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

5) Familiarization Programme and Separate meeting of Independent Directors.

During the financial year ended March 31, 2025, a separate meeting of the Independent Directors of the Company was held on May 29, 2024, without the attendance of Non-Independent Directors and the Management team.

During their meeting held on May 29, 2024, the Independent Directors discussed the matters specified in Schedule IV of the Act and Regulation 25 of the Listing Regulations.

The Familiarization programme for Independent Directors is available at https://integratedindustries.in/investor-relations.

6) Audit Committee

This Committee comprises the following Directors viz. Mr. Suman Kumar, Chairman of the Audit Committee, Mr. Paramjit Singh, Member of the Audit Committee and Mr. Saurabh Shashwat, Member of the Audit Committee. The Company Secretary acts as the Secretary to the Committee. Details of the Audit Committee have been provided in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

7) Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state and confirm:

(a) That in preparation of the annual financial statement for the year ended March 31, 2025, applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(b) That such accounting policies have been selected 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 as of March 31, 2025, and of the profit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken in 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) That the annual accounts have been prepared on a going concern basis;

(e) Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by Group Management Team including audit of internal financial control over financial reporting, the Board is of the opinion that proper internal financial controls are in place and such internal financial controls are adequate and are operating effectively; and

(f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

M. GOVERNANCE1) Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and to adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate from M/s L. Gupta & Associates, Company Secretaries confirming compliance with conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms an integral part of this Report.

2) Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report. The Board of Directors based on the recommendation of the Audit Committee has amended the Whistle Blower Policy to inter alia, enable employees to report

incidents of leak or suspected leak of unpublished price sensitive information in line with the changes made in the SEBI (Prohibition of Insider Trading) Regulations, 2015. As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers, dealers, vendors, suppliers, or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company’s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company. During the year under review, no complaint pertaining to the Company was received under the Whistle Blower Policy. The Vigil Mechanism/Whistle Blower Policy is available at https://integratedindustries.in/investor-relations.

3) Risk Management

The Company has a Risk Management process which provides an integrated approach for managing the risks in various aspects of the business. The detailed framework is provided in the Management Discussion and Analysis Report.

4) Internal Financial Controls and their adequacy

Your Company has in place adequate internal financial controls with reference to the financial statements. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. The Audit Committee ensures adequacy of the system. The Statutory Auditors of the Company also provide their opinion on the internal financial control framework of the Company.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

5) Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Committee, (formerly, Internal Complaints Committee) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year ended March 31, 2025:

a) No. of complaints filed during the financial year: Nil.

b) No. of complaints disposed off during the financial year: Nil.

c) Number of complaints pending as on end of the financial year: Nil

6) Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961

The Company confirms that it is fully aware of and remains committed to complying with the provisions of the Maternity Benefit Act, 1961. Since, the Maternity Benefit Act, 1961 is not applicable on the company as the company doesn’t meet the threshold limit of prescribed number of female employees. However, the Company has appropriate systems and policies in place to ensure that all statutory benefits under the Act, including paid maternity leave, continuity of salary

and service during the leave period, nursing breaks, and flexible return-to-work arrangements will be extended to eligible women employees as and when applicable. The Company remains committed to fostering an inclusive and legally compliant work environment.

As on the closure date of financial year, the number of employees of the Company as on March 31, 2025:

Male	6
Female	1
Transgender	-
Total	7

N. CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Act, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director.

As your Company does not fall any criteria mentioned under section 135 of the Act. Accordingly, the provisions relating to Corporate Social Responsibility are not applicable to the Company for the financial year under review.

O. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo is annexed herewith as Annexure -V.

P. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORTING

Pursuant to Regulation 3 and Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 and SEBI Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the top 1,000 listed entities based on market capitalization are required to submit a Business Responsibility and Sustainability Report (“BRSR”) as part of their Annual Report, covering environmental, social and governance (ESG) disclosures in the prescribed format.

Since the Company does not fall within the top 1,000 listed entities based on market capitalization as on March 31, 2025, the requirement to submit BRSR is not applicable to the Company for the financial year under review.

Q. OTHER DISCLOSURES

1. Authorised Share Capital

There was no change in the Authorised share capital of the Company. Authorised Capital 30,00,00,000/-. This comprises 30,00,00,000 equity shares of Rs. 1/- each fully paid-up.

2. Paid Up Share Capital

As on March 31, 2025, the paid -up capital of the Company was Rs. 23,28,39,020/-. This comprises 23,28,39,020 equity shares of Re. 1/- each fully paid-up.

A. Allotment of Bonus Equity Shares

Pursuant to the approval of shareholders obtained through postal ballot on March 27, 2024, and in-principle approval granted by BSE Limited (“BSE”) vide letter no. LOD/Bonus/BN-IP/VK/23/2024-25 dated April 3, 2024, the Board of Directors of the Company, at its meeting held on April 17, 2024, allotted 95,78,951 fully paid-up Bonus Equity Shares of face value Rs. 10/- each. The allotment was made in the ratio of 1:1, i.e., one Bonus Equity Share for everyone existing Equity Share held by the shareholders as on the record date, April 16, 2024.

B. Allotment of 675,000 Equity Shares upon conversion of warrants

The approval of shareholders through an Extra-Ordinary General Meeting held on December 20, 2023, and receipt of in-principle approval from BSE Limited vide letter no. LOD/PREF/DA/FIP/1015/2023-24 dated December 26, 2023, the Board of Directors, at its meeting held on August 3, 2024, approved the allotment of 6,75,000 Equity Shares pursuant to conversion of warrants.

The allottees have also been entitled to Bonus Shares in the ratio of 1:1, reserved against the outstanding convertible warrants, in line with the bonus allotment made on April 17, 2024.

C. Allotment of 13,88,000 Equity Shares upon conversion of warrants

Pursuant to shareholder approval obtained at the Extra-Ordinary General Meeting held on September 9, 2023, and in-principle approval received from BSE Limited vide letter no. LOD/PREF/AB/FIP/595/2023-24 dated September 5, 2023, the Board of Directors, in its meeting held on August 16, 2024, approved the allotment of 13,88,000 Equity Shares upon conversion of warrants.

The allottees have also been entitled to Bonus Shares in the ratio of 1:1, reserved against the outstanding convertible warrants, in line with the bonus allotment made on April 17, 2024.

D. Sub-Division (Split) of Equity Shares from Face Value of Rs. 10/- to Rs. 1/- each

Pursuant to shareholders'' approval obtained through the Extra-Ordinary General Meeting held on September 16, 2024, and in accordance with Regulation 42 of the Listing Regulations, the Board of Directors has fixed October 1, 2024, as the Record Date for determining the eligibility of shareholders for the purpose of sub-division (split) of Equity Shares of the Company from face value of Rs. 10/- each fully paid-up to face value of Rs. 1/- each fully paid-up.

3. Statutory Disclosures

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Act and the Listing Regulations.

4. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company’s website at https://integratedindustries.in/investor-relations.

5. Compliance of Secretarial Standards

During the financial year under review, the Company has complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Act.

6. Appointment of Independent Director in an unlisted material Subsidiary

Pursuant to Regulation 24 of the Listing Regulations, Mr. Saurabh Shashwat, Independent Director of the Company is an Independent Director (w.e.f. March 24, 2023) on the Board of Directors of Company’s unlisted material subsidiary i.e. Nurture Well Foods Limited.

7. 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 have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

8. Significant and material orders

During the Financial Year 2024-25, there was no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future. Further, no penalties have been levied by the SEBI or any other regulator during the year under review.

9. Listing

Equity Shares of your Company are listed on BSE Ltd. The Company has paid required listing fees to Stock Exchanges.

10. Maintenance of Cost Records

The maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company, as the business activity of the Company are not covered under the said Rules.

11. Chief Financial Officer (CFO) Certificate

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Mr. Anil Kumar, Chief Financial Officer, for the Financial Year 20242025 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure - A and forms part of Corporate Governance Report.

12. Any proceedings under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

13. There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

14. No agreement entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the Company or of its holding, subsidiary or associate company, among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the Company is a party to such agreements.

15. The industry classification of the Company has been reclassified from "Packaged Foods Industry" to "Holding Company" with effect from July 9, 2025, pursuant to the approval received from BSE vide its email dated July 8, 2025.

R. ACKNOWLEDGEMENTS AND APPRECIATION:

The Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company’s Bankers, Regulatory Bodies and Stakeholders including other business associates who have extended their valuable sustained support and encouragement during the year under review.

The Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.

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Mar 31, 2024

The directors are pleased to present the 38^th Annual Report of Integrated Industries Limited (‘the Company’) along with the Audited Financial Statements and the Auditor’s Report thereon for the Financial Year (FY) ended 31^st March, 2024 (‘year under review’).

STATE OF COMPANY’S AFFAIRS AND FINANCIAL PERFORMANCE OF THE COMPANY.

The financial highlights of your Company for the financial year ended 31^st March, 2024, and for the previous financial year ended 31^st March, 2023, on both standalone and consolidated basis, are as follows;

Amt in Crore
Particulars	Year Ended	Year Ended	Year	Year
	31.03.2024	31.03.2023	Ended	Ended
	(Rs.)	(Rs.)	31.03.20	31.03.20
			24 (Rs.)	23 (Rs.)
	(Standalone)		(Consolidated)
Net Sales / Income from operations	56.16		331.21
Other Income	1.48	5.14	0.05	-
Total	55.93	0.15	301.82	-
Expenditure
Finance costs	0.44	-	0.44	-
Depreciation	0.01	-	2.26	-
Profit before taxation	1.26	4.99	26.74
Less: Tax Expenses	0.38	3.63	1.85
Net Profit/Loss	0.88	1.36	24.89	-

During the year under review, the total revenue of the Company on a standalone basis for FY 2023-24 stood at Rs. 56.16 Crore whereas on a consolidated basis, it stood at Rs. 331.21 Crore

The Net worth of your Company as on 31st March, 2024 stood at Rs. 126.12 Crore as against Rs. 61 Lakhs as of 31st March, 2023.

2. OPERATIONAL PERFORMANCE AND BUSINESS REVIEW

The FY 2023-24 is the first year of full operations after takeover of the company by the current promoters. Mr. Saurabh Goyal & Mr. Sanidhya Garg has acquired the company and changed its object clause by introducing the new business line in Agro foods products. Company has commenced new line of business consisting of manufacturing and trading of Organic & inorganic foods, Bakery Products and other Processed Food items.

During the year company has generated all revenue from the new line of business and company also entered into new categories and launched new products, enhance marketing initiatives and improve efficiency across all functions.

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the Financial Year under report to retain the profits, to meet the requirements of future growth.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI LODR Regulations”), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at www.integratedindustries.in

4. TRANSFERTO RESERVES

The Board of Directors do not propose/recommended to transfer any sum to the General Reserve pertaining to Financial Year 2023-24.

5. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

During the year company has changed its name from “Integrated Technologies Limited” to "Integrated Industries Limited" vide MCA order dated 25th May, 2023 and also changed its Main object to manufacturing and trading of Agro food products.

Presently, the company is engaged in the business of Organic & inorganic foods, Bakery Products and other Processed Food items.

During the year, company has acquired newly incorporated private limited company with the name M/s Nurture Well Foods Private Limited with its running plant of biscuit manufacturing by way of acquiring 100 % percent shareholding of the company. The company also acquired the newly incorporated company with the name M/s Nurture Well Foods LLC registered in United Arab Emirates (UAE) having main object of dealing in the wholesale trade of agricultural & foods product by way of acquiring 100 % percent shareholding of the company.

Further, on 24.02.2024 company transferred its holding in Nurture Well LLC to Nurture Well Foods Private Limited. This way Nurture Well LLC became the step down Subsidiary of the company .

6. SHARE CAPITAL

There have been changes in the capital structure of the company during the financial year. The authorised capital of the company was increased from Rs. 180,000,000/- divided into

18.000. 000 equity shares of Rs. 10/- each to Rs. 20,00,00,000/- divided into 20,000,000 equity shares of Rs. 10/- each on 09th September 2023 and from Rs. 20,00,00,000/-divided into 20,000,000 equity shares of Rs. 10/- each to Rs. 30,00,00,000/- divided into

30.000. 000 equity shares of Rs. 10/- each on 27th March 2024.

As on 31st March 2024, the paid-up capital of the company was Rs. 19,15,79,020 /-divided into 1,91,57,902 equity shares of Rs. 10/- each, subscribed and fully paid up . During the year under review, the Company has issued Equity Shares and warrants,

convertible into equivalent number of equity shares, of face value of Rs. 10 each as follows.

S.NO	Type of Instrument	No of Securities	Date of Issue
1.	Equity Shares	33,22,441	09.09.2023
2.	Warrants convertible into Equity	24,43,000	09.09.2023
3.	Warrants convertible into Equity	20,50,000	20.12.2023
4.	Bonus Shares	12596951	27.03.2024
5.	Equity Shares pursuant to conversion of warrants	1,00,000	27.12.2023
6.	Equity Shares pursuant to conversion of warrants	5,00,000	05.02.2024
7.	Equity Shares pursuant to conversion of warrants	8,75,000	12.02.2024

7. PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the Financial Statements. The same is in consonance the provisions of the aforesaid section.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanidhya Garg (DIN: 09247567) would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for reappointment. On the recommendation of the Nomination and Remuneration Committee the Board of Directors recommend his re- appointment for consideration by the shareholders of the Company at the ensuing AGM.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1)(b) and 25(8) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by the Board of Directors and in the opinion of the Board of the Company, all Independent Directors of the Company have integrity, expertise, experience and

proficiency as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

Further in compliance with the Circulars dated 20^th June 2018 issued by NSE and BSE, the Company has also received a declaration from all the directors that they are not debarred from holding the office of Director by virtue of any SEBI order or by any other such statutory authority.

Presently, in terms of the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Sauarbh Goyal, Chairman & Managing Director, Mr. Anil Kumar, Chief Financial Officer and Ms. Priyanka, Company Secretary and Compliance Officer of the Company.

10. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II Listing Regulations, the Company has upon the recommendation of the Nomination & Remuneration Committee (NRC), has adopted the Nomination & Remuneration Policy for its Directors, Key Managerial Personnel (‘KMPs’) and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act. The Nomination & Remuneration Committee has also adopted the Charter which, inter-alia deals with the manner of selection of the Board of Directors, Senior Management Personnel and Key Managerial Personnel and their compensation.

The Company’s policy is based on the fundamental principle of payment for performance, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and Key Managerial Personnel of the quality required to run the Company successfully and the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. Remuneration for directors including Independent Directors, KMPs and Senior Management Personnel, was drawn up in consonance with the tenets as laid down in the Nomination & Remuneration Policy, which seeks to ensure that it is commensurate with the nature and size of the business and operations of the Company. The concerned individuals are remunerated (including sittings fees) in a manner, depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged and also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.

The Nomination and Remuneration Committee recommends the remuneration payable to the Executive Directors and Key & Senior Managerial Personnel, for approval by the Board of Directors of the Company, subject to the approval of its shareholders, wherever necessary. 1 1. MEETINGS OF THE BOARD OF DIRECTORS

During the FY 2023-24, the Board of Directors met Fifteen (15) times and the details as to the dates of such meetings and the attendance of various directors of the Company thereat have been provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

Additionally, a meeting of the Independent Directors of the Company was held on 28th April, 2024, with the participation of all Independent Directors of the Company at the meeting and without the attendance of non-independent directors. However, upon the invitation of the Independent Directors, the Company Secretary & Compliance Officer was present throughout the meeting as an Invitee.

12. CORPORATE GOVERNANCE

The Company is committed towards robust corporate governance practices wherein compliance of various laws in letter as well as in spirit is the utmost priority of the Management. The management of your Company ensures and admits it as its inherent responsibility to disclose timely and accurate information such that the ethical values and the legacy of wisdom would prove to be a benchmark for the Good Corporate Governance at Integrated Industries Limited.

Pursuant to the Regulation 34 of SEBI Listing Regulations read with Schedule V thereto, a detailed report on Corporate Governance is included in this Annual Report. A Certificate certifying the Company’s compliance with the requirements of Regulations as set out in the SEBI Listing Regulations, taken from M/s. L. Gupta & Associates, Company Secretaries, is attached to the report on Corporate Governance.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company shall not be mandatorily required to submit Business Responsibility Report for the year ended 31st March 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report (MDAR) forms an integral part of this Annual Report.

15. DETAILS OF ESTABLISHMENT OF THE VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has also in place a Vigil (Whistle Blower) Mechanism and formulated a Policy with an objective to provide a formal channel to its Directors, employees and other stakeholders including customers to approach the Chairman of the Audit Committee and a path for making protected disclosures about the unethical and Improper practices, actual or suspected fraud or violation of the Company’s Code of Conduct and to provide an adequate safeguard against victimization to whistle blowers. Your Company hereby affirms that no person is denied access to the Chairman of the Audit Committee. The Whistle Blower Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices.

The Whistle-blower Policy and Company’s Code of Conduct encourage to promptly report any actual or possible violation of any event that he or she becomes aware of, that could affect the business or reputation of the Company. This policy also includes ‘reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (‘UPSI’)’ as

required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Company affirms that no complaint has been received through the said mechanism which pertain to the nature of complaints sought to be addressed through this platform. The Whistle Blower Policy is available on the website of the Company www.integratedindustries.in.

16. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

As per Section 134(5)(e) of the Companies Act, 2013, the Board of Directors have an overall responsibility for ensuring that the Company has adequate internal financial controls operating effectively. The Board of Directors of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls ensures that the financial reporting is reliable and ensure the completeness and accuracy of the accounting records. The Company’s internal financial control are commensurate with its with size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively.

The internal control framework has been designed to provide reasonable assurance with respect to

- recording and providing reliable financial and operational information;

- complying with applicable laws;

- safeguarding assets from unauthorized use;

- executing transactions with proper authorization and ensuring compliance with corporate policies and prevention and detection of frauds and errors;

- the accuracy and completeness of the accounting records;

- the timely preparation of reliable financial disclosures.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/TRIBUNALS

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in the future.

18. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return in Form MGT-7 for the FY 2023-24, is made available on the website of the Company at https://www.integreratedindustries.com

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations in terms of Section 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, from the Independent Directors to the effect that;

(a) they fulfill the criteria for independence as laid down under Section 149(6) of the Act and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI Listing Regulations, as amended upto date (“Listing Regulations”);

(b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by

IICA;

(c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties; and

(d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Act which forms a part of the Company’s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

During the year under review, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursements of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The details of remuneration and/or other benefits of Independent Directors are mentioned in the Corporate Governance Report. Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company and there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

20. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for the Independent Directors which is imparted at the time of appointment of an Independent Director to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to acclimatize them with the processes, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. Apart from review of matters as required by the Charter, pursuant to Regulation 25(7) of SEBI Listing Regulation, the Board also discusses various business strategies periodically. Further, the Company also provides periodic insights and updates to the entire Board, including Independent Directors and other Non-Executive Directors, regarding business, innovation, ESG, human capital management, culture, technology, etc.

The Independent Directors are made aware with their duties, role and responsibilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities.

21. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEE AND INDIVIDUAL DIRECTORS.

Pursuant to the Provisions of Section 134,178 and Schedule IV of Companies Act, 2013 read with applicable rules and Regulation 17 and 25 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guidance Note on Performance Evaluation by Institute of Company Secretaries of India, the Nomination and Remuneration Committee of the Company has devised a criteria for Performance Evaluation of the Board as a Whole, Individual Directors, Committees, Chairperson and Independent Directors. In compliance with the requirement of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, as amended from time to time, the Board

of Directors on annual basis evaluates the functioning of the Board as a whole, its Committees, Chairman, individual Directors and the Independent Directors.

Criteria of Performance Evaluation

The Individual Directors including the Chairman and Independent Directors are evaluated on the basis of their qualifications, experience, leadership, knowledge and their competency and while evaluating the performance of each and every Director individually, the Board also give utmost check to their ability to work as team, commitment towards the functions assigned, contribution and availability at Board Meeting and other business matters including Stakeholders interaction etc.

The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management.

Conclusion of Performance Evaluation

Bases on the criteria of Performance of Evaluation as devised by the Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors were conducted at respective meetings in the manner described above and based on the evaluations it was found that the Board as a whole is functioning as a cohesive body and is well engaged with different perspectives. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings. It was also noted that the Committees are functioning well and important issues are brought up and discussed in the Committees as per its terms of reference as mandated by law.

22. AUDITORS AND THEIR REPORTS• STATUTORY AUDITORS’

M/s Prem Gupta & Co, Chartered Accountants (Firm Registration No.000425N, Statutory Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, has been appointed by the Shareholders of the Company at their 37TH Annual General Meeting held on 22ND May 2023, as the Statutory Auditors of the Company for a period of 5 consecutive years from the FY 2023-24 to FY 2027-28, so as to hold office as such from the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting.

The report of the Statutory Auditors on Financial Statements for the FY 2023-24 forms part of this Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

• SECRETARIAL AUDITORS’

Pursuant to the provisions of Section 204 of the Act and rules made thereunder the Company had appointed M/s L. Gupta & Associates, Company Secretaries as the

Secretarial Auditors of the Company to undertake its Secretarial Audit for the FY 2023-24. The Secretarial Audit Report for the FY ended 31st March, 2024 is annexed to this Annual Report as Annexure-1 which is self- explanatory and does not contain any qualification, reservation, disclaimer or adverse remark.

Also, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Annual Secretarial Compliance Report duly issued by M/s L. Gupta & Associates, Company Secretaries, has also been submitted to the Stock Exchanges within 60 days from the end of the FY 2023-24

• INTERNAL AUDITORS’

In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the Company, upon the recommendation of the Audit Committee, in their meeting held on 28th April 2024 had appointed M/s D Somani & Associates, Chartered Accountants, as the Internal Auditors’ of the Company to conduct the Internal Audit for the FY 2023-24. The Internal Audit Report for FY 2023-24, does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

23. COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has following committees, namely,

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of composition of the Statutory Committees and the number of meetings held and attendance of various members at such meetings are provided in the Corporate Governance Report, which forms part of this Report.

24. COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings as stipulated by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs (MCA).

25. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited. The Annual Listing fee payable to the said stock exchanges for the FY 2023-24 and FY 2024-25, has been already paid.

26. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy:

(i)

the steps taken or impact on conservation of

NIL

	energy NIL
(ii)	the steps taken by the company for utilizing alternate sources of energy	NIL
(iii)	the capital investment on energy conservation	NIL

(b) Technology absorption:

(i)	the efforts made towards technology absorption	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
	(a) the details of technology imported	NIL
	(b) the year of import	NIL
(iii)	(c) whether the technology been fully absorbed	NIL
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv)	the expenditure incurred on Research and Development	NIL

(c) Foreign Exchange earnings US$ 15,41,313.94 (Rs. 12.80 crores) , Foreign Exchange outgo during the year is US$ 9,23,020.61 (Rs. 7.68 crores). In previous year, Foreign Exchange were nil .

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. - None of the employees are in receipt of remuneration in excess of prescribed limit

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, the Company has in place a policy on the Related Party Transaction, which is followed in letter and spirit. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The policy is available on the website of the Co mpany at www.integratedindustries.in

All transactions with related parties are placed before the Audit Committee for its approval. During the year under review, all the Related Party Transactions were in accordance with and within the limits of the omnibus approval accorded by the Audit Committee at its meeting held on 28^th April, 2024. Audit Committee of the Company grants an omnibus approval for the transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of Rs.1 Crore per transaction, during the financial year 2023-24. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis.

All transactions with related parties entered into during the FY 2023-24 were at arm’s length basis and in the ordinary course of business in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company’s Policy on Related Party Transactions. The details of such transactions have been adequately described in the financial statements of the Company for the FY 2023-24, which forms a part of the Annual Report.

During the year under review, the Company has not entered into any such transactions except as stated in the Financial Statements, with any person or entity belonging to the Promoters/Promoter group, which holds (alone or together) 10% or more of the shareholding in the Company, during the FY 2023-24, without consent of the members.

The Company has not entered into any material related party transaction and all transaction entered into by the Company with related party were at arm’s length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Accordingly, there were no transactions which were required to be reported in Form AOC-2 annexed as an Annexure-2 as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013.

In due compliance with the Regulation 23(9) of the SEBI Listing Regulations, your Company has reported the details Related Party Transactions with the Stock Exchanges, on half yearly basis.

29. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

As on the closure of the financial year 31^st March, 2024, the Company has only one Direct subsidiary company , Nurture Well Food Private Limited and one Step down subsidiary, Nuturewell LLC

Further, the statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statement of M/s Nurture Well Food Private Limited, subsidiary of the Company has been attached as Annexure-3 to this report and forms part of the financial statements in the prescribed Form AOC - 1.

It would be pertinent to mention here that the Company does not have any Joint venture or associate company as of closure of financial year ended on 31st March, 2024.

30. HUMAN RESOURCES

The Company considers and appreciates the value of the human resource talent and strives towards talent acquisition, talent retention, performance management and learning and training initiatives to ensure that your Company consistently develops into a much inspiring, strong and employee orientated organization.

31. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company always, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder

During the year, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.

32. CHANGE IN NATURE OF BUSINESS

During the year under review, there was change in nature of business company has commenced new line of business consisting of manufacturing and trading of food products.

Presently company engaged in the business of Organic and Inorganic foods products, Bakery Products and other Processed Foods items.

33. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI Listing Regulations, the Company has formulated the Code of Conduct for the Board members and Senior Management Personnel of the Company so that the Company’s business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board members and Senior Management Personnel and the code of conduct is available at the website of Company www.integratedindustries.in

34. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other.

35. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirms that:

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

b) They 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 of the Company for that period;

c) They have 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) They have prepared the annual accounts on a going concern basis;

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

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.

36. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 (“IBC Code”). Further, at the end of the FY, Company does not have any proceedings related to IBC Code

37. GREEN INITIATIVE

The Company has implemented the “Green Initiative” to enable electronic delivery of notice/documents/ annual reports to shareholders. This year too, the Annual Report for the

FY 2023-24 and Notice of the 38^th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/Depository Participant(s).

Members may note that the Notice and Annual Report FY 2023-24 is also available on the Company’s website www.integratedindustries.in and websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time. The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 38^th AGM.

38. APPRECIATION

The Board of Directors takes this opportunity to place on record its appreciation of the significant contribution made the employees for their dedicated service and firm commitment to the goals & vision of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from the customers, dealers, distributors, franchisee partners, vendors and other business associates and from the neighborhood communities of Plant locations. We look forward to continued support of all these partners in the future.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and Shareholders for their cooperation and support extended to the Company.

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL (Rs. In Lacs) Particulars 2013-14 2012-13

Profit before tax (65.61) (76.25)

Less : Provision for taxation 53.28 26.17

Profit After tax (118.89) (102.42)

Extraordinary income 0.00 203.88

Profit After Extraordinary income (118.89) 101.46

Balance profit from last year (224.71) (326.17)

Balance profit carried to balance sheet (343.60) (224.71)

Earnings per share (face value Rs. 10/-) - Basic and Diluted before extraordinary item (in Rs.) (2.49) (2.14)

- Basic and Diluted after extraordinary item (in Rs.) (2.49) 2.12

*Previous year figures have been regrouped / rearranged wherever considered necessary.

DIVIDEND

In view of the foregoing, the Directors do not recommend any dividend for the year.

DIRECTORS

It is proposed to re-appoint Mr. Virendra Kashyap (holding DIN: 03423043), who is retiring by rotation on the Board of Directors, the appointment forms part of the business of the ensuing Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) as inserted by the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis.

CORPORATE GOVERNANCE-

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement. The report on Corporate Governance along with the Auditor''s Certificate as stipulated under Clause 49 of the Listing Agreement along with Management Discussion and Analysis Statement forms part of the Annual Report. The details of the Code of Conduct and CEO/CFO Certification are furnished in Corporate Governance Report.

AUDIT COMMITTEE

As required under section 292A of the Companies Act, 1956 the Company has constituted an Audit Committee comprising of M r. Devendra Manchanda, M r. Rajeev Bali and Mr. Virendra Kashyap. Mr. Devendra Manchanda continues as the Chairman of the Committee. The primary functions of the Committee comprises of reporting on accounting policies and procedures, periodical review of financial results and pointing out major discrepancies, if any, in the results, examining the internal control systems and adequacy thereof.

AUDITORS & THEIR REPORT

M/s S. K. Mittal and Co., Chartered Accountants retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from them that their appointment will be within the limits prescribed under provision of Companies Act, 2013. The Audit Committee of the Board has recommended their re-appointment for FY 2014-15. The necessary resolution is being placed before the shareholders for approval.

Notes to the accounts annexed to the Auditors'' Report are self-explanatory and need no explanation, as there is no qualifying remark of the Auditors.

FIXED DEPOSITS

The Company did not invite / accept any fixed deposits during the year under review.

SHARES

11,16,458 of the Company''s paid up Equity capital has been dematerialized and the Balance of 36,65,052 is in physical form as on 31st March, 2014. The Company''s Registrar is M/s. Skyline Financial Services Pvt. Ltd. and their address is detailed in the compliance report on the corporate Governance forming the part of this report. The Listing fee has been paid to Bombay Stock exchange for the Financial Year 2014-15.

FUTURE OUTLOOK

The PCB industry may have seen positive growth in 2012 at $ 60.6 Billion (Source N.T. Information), but various reports suggest there may have been a drop of over 4% in for 2013. There have been dramatic changes in technology, for the electronics industries and therefore the PCB industry necessitating a proliferation of materials to cater to diverse, high end uses and product profiles especially the use of high performance laminates. BPA Technology Consulting projects growth at US$ 68.5 Billion by 2016, with China still accounting for over 51% of the world''s total production. However, high technology applications such as defence, aerospace, proprietary technologies and designs etc. are increasingly getting localized, with this trend beginning to gather momentum in the past few years. Also gaining ground a is the concept now being dubbed as "re-shoring", with companies increasingly moving production back to their home countries as well.

The Indian PCB market continues to grow at an acceptable pace, with no new large ticket investments in the electronics industry, or in PCB manufacturing per se. In fact growth prospects seem to have stagnated at below 17% CAGR, a total market of approx. US$ 600 Million, as demand for electronics remains stagnant. Domestic production too has settled at approx. US$ 200 Million, with the rest being imported, thereby still presenting an opportunity to existing domestic PCB producers, albeit in the higher technology space. However, with very little or no substantial investments forthcoming, this trend of import of PCBs of all types and materials will continue.

The Company expected to receive permission to exit from the 100% EOU Scheme for which it had applied well over four years ago and in was forced to suspended production till receipt of the de-bonding permission from the Commerce Ministry (NSEZ). Keeping in view continuing and exceptional delays in the de-bonding process, the Company''s plans to recommence business have been virtually stalled by inaction by Governmental authorities. The Company can only hope that it will be in a position to restart operations this financial year, with a changed politico-administrative environment which industry in India sees as a positive indicator, with focus on implementation of stalled projects.

(b) Conservation of Energy and Technology Absorption:

The Company has been pursuing an active policy of identifying and using eco-friendly materials and processes in its production processes, as also in every other sphere of activity. The Company estimated 28% savings in its power/energy consumption due to this policy emphasis in its operations while in production. The Company shall continue in its endeavors to identify new means of for such energy conservation and savings on an ongoing basis as a matter of policy.

(c) Employees:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 (as amended), the names and other particulars of the employees drawing remuneration more than Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum are required to be given forming part of the Directors'' Report. None of the employees of the company are in receipt of remuneration in excess of the prescribed limit.

Acknowledgments

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from our valued shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of Executives, Staff and Workers of the Company towards the growth and development of the Company.

For and on behalf of the Board of Directors

Place : New Delhi Devendra Manchanda Rajeev Bali Dated : 02.09.2014 Director Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. In Lacs)

2011-12 2010-11

Profit before tax (35.90) (124.17)

Less : Provission for Deferred Tax Assets 126.93 0

Profit After tax 91.03 (124.17)

Balance profit from last year (417.20) (293.03)

Balance profit carried to balance sheet (326.17) (417.20)

Earning per share (face value Rs. 10/-)

- Basic and Diluted (in Rs.) 1.90 (2.60)

*Previous year figures have been regrouped / rearranged wherever considered necessary.

DIVIDEND

In view of the foregoing, the Directors do not recommend any dividend for the year.

DIRECTORS

During the year under review, Mrs. Krishna Bali and Mr. Aditya Prasad have resigned w.e.f 27.10.2011 and it is proposed to re-appoint Mr. Rajeev Bali who is retiring by rotation on the Board of Directors, the appointment forms part of the business of the ensuing Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) as inserted by the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement. The report on Corporate Governance alongwith the Auditor''s Certificate as stipulated under Clause 49 of the Listing Agreement along with Management Discussion and Analysis Statement forms part of the Annual Report. The details of the Code of Conduct and CEO/CFO Certification are furnished in Corporate Governance Report.

AUDIT COMMITTEES

As required under section 292A of the Companies Act, the Company has appointed an Audit Committee comprising of Mr. Devendra Manchanda, Mr. Rajeev Bali and Mr. Virendra Kashyap. For the time being post the resignation of Mr. Aditya Prasad and pending appointment of an Independent Director Mr. Devendra Manchanda continues as the Chairman of the Committee. The primary functions of the Committee comprises of reporting on accounting policies and procedures, periodical review of financial results and pointing out major discrepancies, if any, in the results, examining the internal control systems and adequacy thereof. The Committee shall meet as and when required and at least twice in a year.

AUDITORS & THEIR REPORT

M/s S. K. Mittal and Co., Chartered Accountants retire at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from them that their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment for the year 2012-13. The necessary resolution is being placed before the shareholders for approval.''

Notes to the accounts annexed to the Auditors'' Report are self-explanatory and need no explanation, as there is no qualifying remark of the Auditors.

FIXED DEPOSITS

The Company did not invite / accept any fixed deposits during the year under review.

FUTURE OUTLOOK

The year 2011 has been one of cautious optimism for some and pessimism for others in the PCB industry. The electronic supply chain growth had recently stalled in many regions. Europe''s tighter fiscal policies had squeezed consumer purchasing power and there were ongoing sovereign-debt tensions. In the U.S., high unemployment and politics as elections come nearer raises its own issues. China has seen rising costs, labour shortages and a real-estate bubble looms large. For Japan the strong Yen and ongoing repercussions from the earthquake and nuclear disaster has had severe implications.

All told, despite a resilient German market, the recent return to recessionary scenario clouds the international market in general. While the industry as a whole is still expected to grow to approx US$ 76 Billion by 2015, the European crisis and shaky and uncertain growth in the US warrant a relook at such projections. While Asian growth continues, India and China look increasingly inward due to their strong and growing domestic markets.

The Indian PCB market is still growing at a healthy pace, with large investments in the mobile communications, telecom, industrial, consumer electronics, EMS, and automotive industries already made. The growth is expected to still touch 30% per annum. The total market is approx. US$ 2 Billion. Domestic production is a little over US$ 300 Million, with the rest being imported, thereby presenting a large opportunity to domestic PCB producers.

The Company has thus refocused its business towards a much higher presence in the domestic market, and relegation of exports to the future when growth resumes to levels sustaining healthy pricing and returns, the falling Rupee nonwithstanding. The Company expects to be receive permission to exit from the 100% EOU Scheme for which it had applied well over a year ago very soon, and has in the interim again suspended production till receipt of the de-bonding permission from the Commerce Ministry (NSEZ). In any event, with import duties for most raw materials and machinery for PCB manufacture being zero, the Company foresees a better product, market and hence financial positioning as a major domestic player.

(a) Conservation of Energy and Technology Absorption:

The Company has been pursuing an active policy of identifying and using eco-friendly materials and processes in its production processes, as also in every other sphere of activity. The Company estimated 28% savings in its power/energy consumption due to this policy emphasis in its operations while in production. The Company shall continue in its endeavors to identify new means of for such energy conservation and savings on an ongoing basis as a matter of policy.

(b) Employees:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 (as amended), the names and other particulars of the employees drawing remuneration more than Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum are required to be given forming part of the Directors'' Report. None of the employees of the company are in receipt of remuneration in excess of the prescribed limit.

Acknowledgments

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from our valued shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of Executives, Staff and Workers of the Company towards the growth and development of the Company.

For and on behalf of the Board of Directors

Place : New Delhi (Devendra Manchanda) (Rajeev Bali)

Dated : 13.08.2012 Director Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS (Rs. In Lacs)

2010-11 2009-10

Sale of Products and other income 71.83 175.74

Manufacturing and other expenses 297.83 187.77

Depreciation 39.10 36.69

Interest 0.00 0.00

Profit/(Loss) before tax (124.16) (80.35)

*Previous year figures have been regrouped / rearranged wherever considered necessary.

DIVIDEND

In view of the foregoing, the Directors do not recommend any dividend for the year.

DIRECTORS

It is now proposed to re-appoint Mr. K.R. Shiva Kumar as a Director liable to retire by rotation on the Board of Directors the appointment forms part of the business of the ensuing Annual General Meeting of the Company.

During the year under review, Mr. Venketesh Narayan Shukla and Mrs. Amita Kapoor have resigned as directors of the company w.e.f. 2nd February, 2011 and 4th May 2011 respectively.

Mr. Virendra Kashyap and Mr. Aditya Prasad who were appointed as additional director on 10th February, 2011 and 4th May 2011 respectively shall be confirmed in the coming shareholders meeting.

REVOCATION OF SUSPENSION OF SHARES TRADING

As you are aware that the trading of shares of the company was under suspension. With its continuous sincere efforts the Company has been able to get the revocation of suspension of trading of its shares with BSE. The trading of shares resumed w.e.f 28th June, 2011. In future the Company is committed to serve the stakeholders to increase the investment value.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) as inserted by the Companies (Amendment) Act, 2000 with respect to Directors' Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures except Accounting Standard-22;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement. The report on Corporate Governance along with the Auditor's Certificate as stipulated under Clause 49 of the Listing Agreement along with Management Discussion and Analysis Statement forms part of the Annual Report

AUDIT COMMITTEE

As required under Section 292A of the Companies Act the Company has appointed an Audit Committee comprising of Mr. Devendra Manchanda, Mr. Virendra Kashyap, Mr. Adiya Prasad and Mr. Rajeev Bali. Mr. Devendra Manchanda continues as the Chairman of the Committee. The primary functions of the Committee comprises of reporting on accounting policies and procedures, periodical review of financial results and pointing out major discrepancies, if any, in the results, examining the internal control systems and adequacy thereof. The Committee shall meet as and when required and at least twice in a year.

AUDITORS & THEIR REPORT

Auditors of the Company, M/s S.K. Mittal & Co., Chartered Accountants, are retiring at this Annual General Meeting and are proposed to be appointed at the ensuing Annual General Meeting.

Notes to the accounts annexed to the Auditors' Report are self-explanatory and need no explanation, as there is no qualifying remark of the Auditors. FIXED DEPOSITS The Company did not invite / accept any fixed deposits during the year under review.

FUTURE OUTLOOK

The Company being a 100% EOU, is impacted by developments in the international markets, especially net importing nations / continents which are largely USA / North America, Western Europe, and Scandinavia. Here it is pertinent to highlight such developments and their impact on the business potential in terms of exports from India / Asia.

1. Global market scenario in 2010 (source IPC, USA)

- Approximately 2,600 PCB fabricators produced an estimated US $54.77 billion in 2010.

. PCB production grew in all regions in 2010 as the industry recovered from the recession.

. Production grew by 6.9% in North America, 14.4% in Europe and 21.1% in Asia, increasing Asia's share of world PCB production to 87%.

. Rigid-flex was the highest growth category. Metal-core PCBs, while less than one percent of world PCB production, was the second fastest growing category in 2010.

2. While the industry as a whole is expected to grow to approx US$ 76 Billion by 2015, the European crisis and shaky and uncertain growth in the US warrant a relook at such projections.

3. The positives emanating from such global developments point to robust Asian growth, with countries such as Indian and China looking increasingly inward due to a strong and growing domestic market.

4. The Indian PCB market is growing rapidly, with large investments in the mobile communications, telecom, industrial, consumer electronics, and automotive industries. Importantly, most of the top ten Electronics Manufacturing Services (EMS) companies worldwide have set up assembly and design facilities in the recent past. With the entry of a number of international companies in these industries, the growth is expected to exceed 30% per annum.

The total market assessed currently is approx. US$ 2 Billion. Domestic production is US$ 300 Million, with the rest being imported, thereby presenting a large opportunity to domestic PCB producers.

In conclusion, while global growth is highly uncertain from here on, and the likely fall-out in terms of protectionism that is reasonably certain to kick in soon as the developed world struggles to prevent slippage into a recessionary phase again, the future growth opportunities are clearly emerging in the Asian economies including the BRIC countries. It is time indeed to look at growth in home markets for the foreseeable medium term.

STATUTORY STATEMENTS UNDER SECTIONS 217 (1) (E) AND 217 (2A) OF THE COMPANIES ACT, 1956

(a) Foreign Exchange Earnings and Outgo:

The information under this head is as follows: (Rs. In Lacs)

Foreign Currency Earnings Foreign Currency Outgo

(1) Travelling (foreign)

(2) Import of Machinery 18.85 3 Import of raw materials 34.37

(4) Consumption of raw materials 36.76

(b) Conservation of Energy and Technology Absorption:

The Company has been pursuing an active policy of identifying and using eco-friendly materials and processes in its production processes, as also in every other sphere of activity. The Company estimated 28% savings in its power/energy consumption due to this policy emphasis in its operations while in production. The Company shall continue in its endeavors to identify new means of for such energy conservation and savings on an ongoing basis as a matter of policy.

(c) Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 (as amended), the names and other particulars of the employees drawing remuneration more than Rs. 5,00,000/- per month or Rs.60,00,000/- per annum are required to be given forming part of the Directors' Report. None of the employees of the company are in receipt of remuneration in excess of the prescribed limit.

Acknowledgements

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from our valued shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of Executives, Staff and Workers of the Company towards the growth and development of the Company.

For and on behalf of the Board of Directors

Place : New Delhi (Devendra Manchanda) (Rajeev Bali)

Dated : 12.08.2011 Director Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Forth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. In Lacs)

2009-10 2008-09

Sale of Products and other income 175.74 29.78

Manufacturing and other expenses 187.77 18.33

Depreciation 36.69 39.22

Interest 0.00 0.00

Profit/(Loss) before tax (80.35) (87.35)



*Previous year figures have been regrouped / rearranged wherever considered necessary.

DIVIDEND

In view of the foregoing, the Directors do not recommend any dividend for the year.

DIRECTORS

There was no change in the constitution of the Board of Directors during the year under consideration. However, it is now proposed to appoint Mr. V. N. Shukla in place of Mr. Narendra Sharma, Director retiring by rotation on the Board of Directors, the appointment forms part of the business of the ensuing Annual General Meeting of the Company.

During the year under review, Mr. Ravi Jain has resigned as director of the company w.e.f. 10th May, 2010.



DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) as inserted by the Companies (Amendment) Act, 2000 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement. The report on Corporate Governance alongwith the Auditor’s Certificate as stipulated under Clause 49 of the Listing Agreement along with Management Discussion and Analysis Statement forms part of the Annual Report.

AUDIT COMMITTEE

As required under section 292A of the Companies Act the Company has appointed an Audit Committee comprising of Mr. Devendra Manchanda, Mr. Rajeev Bali and Mrs. Krishna Bali. Mr. Devendra Manchanda continues as the Chairman of the Committee. The primary functions of the Committee comprises of reporting on accounting policies and procedures, periodical review of financial results and pointing out major discrepancies, if any, in the results, examining the internal control systems and adequacy thereof. The Committee shall meet as and when required and at least twice in a year.

AUDITORS & THEIR REPORT

Auditors of the Company, M/s G. K. Kedia & Co., Chartered Accountants, are retiring at this Annual General Meeting and M/s S.K. Mittal & Co. are proposed to be appointed at the ensuing Annual General Meeting.

Notes to the accounts annexed to the Auditors Report are self-explanatory and need no explanation, as there is no qualifying remark of the Auditors.

FIXED DEPOSITS

The Company did not invite / accept any fixed deposits during the year under review.

FUTURE OUTLOOK

The Company has revived its production and commercial operations, consequent to successful implementation of the BIFR Sanctioned Scheme, and to receiving all requisite approvals required from Ministry of Commerce / NSEZ / Customs / DGFT etc. in December 2008. The Company commenced sales in the domestic market, which has remained stable despite the global melt-down world-wide, including the PCB industry, which impacted China as well very substantially.

A US$ 48 billion industry had been growing at CAGR of over 9 % per annum from 2004 till mid – 2008 when international markets once again shrank considerably from US $ 52 Billion in 2007 with the onset of the recession to $ 39 Billion in 2009. It is now expected to grow as such up to 2015 to over US$ 76 Billion. While the outlook for the industry is not very encouraging internationally, for the time being, it is expected to improve gradually starting 2010, especially from the 2nd half of the year, and expected to reach $ 52 billion again by 2011-12.

The domestic PCB market : is growing rapidly, with large investments in the mobile communications, telecom, industrial, consumer electronics, and automotive industries. Importantly, most of the top ten Electronics Manufacturing Services (EMS) companies worldwide have set up assembly and design facilities in the recent past. With the entry of a number of international companies in these industries, the growth is expected to exceed 30% per annum.

The total market assessed currently is approx. US$ 2 Billion. Domestic production is US$ 300 Million, with the rest being imported, thereby presenting a large opportunity to domestic PCB producers.

The Company thus plans to recommence exports by early to mid - 2011 in line with world markets revival of global market.

The promoters have invested considerably in reviving the plant and it’s operations including refurbishing the machinery, replacing obsolete equipment, infusing working capital, and adding new customers to its’ existing ones.

The Company has adequate business orders for domestic sales, as also deemed exports. The Company expects to achieve considerably better sales and operating results in the FY 2010-11 as it increases domestic sales and exports commencing 2011.

STATUTORY STATEMENTS UNDER SECTIONS 217 (1) (E) AND 217 (2A) OF THE COMPANIES ACT, 1956 (a) Foreign Exchange Earnings and Outgo:

The information under this head is as follows: (Rs. In Lacs)

Foreign Currency Earnings

Foreign Currency Outgo

(1) Travelling (foreign) -

(2) Import of Machinery 2.634

(3) Import of raw materials 36.842

(4) Consumption of raw materials 33.322

(5) Fees and subscription 1.13



b) Conservation of Energy and Technology Absorption:

The Company has been pursuing an active policy of identifying and using eco-friendly materials and processes in its production processes, as also in every other sphere of activity. The Company estimated 28% savings in its power/energy consumption due to this policy emphasis in its operations while in production. The Company shall continue in its endeavors to identify new means of for such energy conservation and savings on an ongoing basis as a matter of policy.

(c) Employees:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 (as amended), the names and other particulars of the employees drawing remuneration more than Rs. 2,00,000/- per month or Rs. 24,00,000/- per annum are required to be given forming part of the Directors’ Report. None of the employees of the company are in receipt of remuneration in excess of the prescribed limit.

Acknowledgments

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from our valued shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of Executives, Staff and Workers of the Company towards the growth and development of the Company.

For and on behalf of the Board of Directors

Place : New Delhi (Rajeev Bali)

Dated : 14.08.2010 Managing Director