Integrated Proteins Ltd

Subsidiary incorporation

• Purpose: Incorporation of a wholly owned subsidiary TERRANEXA AGTECH INC in New Jersey, USA.
• Authorized capital $1000; paid-up capital $1000; 1000 shares of USD 1 each; total approx ₹95,000.
• Wholly owned subsidiary; 100% shareholding.
• Subsidiary will be a related party; promoters not interested.
• Industry: Agricultural technology services; Objective: leverage growth opportunities in US markets.
• Regulatory approvals: RBI and New Jersey authorities required.
• Consideration: Cash; price: face value $1 per share (₹95 approx).
• Background: engaged in same business as holding company; presence in New Jersey.

Integrated Proteins Limited trading window closed from Oct 1, 2026 and to reopen 48 hours after the Board Meeting for Unaudited Financial Results for quarter ended Sep 30, 2026

Financial highlights

• Revenue from operations: Rs 994.08 Lakhs in FY2025-26.
• Total income: Rs 994.08 Lakhs in FY2025-26.
• PAT: Rs 22.50 Lakhs in FY2025-26.
• PBT: Rs 28.34 Lakhs in FY2025-26.
• Basic EPS: Rs 0.12; no dilution stated.
• Equity share capital: Rs 1,903.02 Lakhs.
• Net worth: Rs 2,052.67 Lakhs.
• Shares outstanding: 1,87,13,600 at year-end.
• Total expenses: Rs 965.74 Lakhs.
• Current tax: Rs 5.84 Lakhs; deferred tax nil.
• Dividend declared: No.

Diversification & operations

• Diversified into Real Estate, Securities, Textile, and Agro & Trading.
• Sales by products: Rs 993.58 Lakhs; other operating revenue Rs 0.50.
• Segments include Agro & Trading, Textile, Real Estate, Securities.
• Company evaluating opportunities across segments to drive growth.

Capital structure & funding

• Authorised share capital Rs 25 Crores.
• Equity share capital as at 31-03-2026: Rs 1,903.02 Lakhs.
• Warrants issued: 1,55,10,000 convertible into equity.
• Listing approvals received Oct/Dec 2025; trading approvals obtained.
• End-year shares: 1,87,13,600.
• Current borrowings: Nil as at 31-03-2026; prior year Rs 389.55 Lakhs.

Governance & board

• Board strength: 7; 15 meetings in FY2025-26.
• Independent Director Sandeep Mahadik regularised for 5 years from 9 July 2026.
• Secretarial Auditor Ankita Shah appointed for FY2026-27.
• Independent Directors met separately on 5 March 2026.
• Corporate Governance applicability triggered after capital increase; compliance ongoing.

Audits & internal controls

• Statutory Auditor: M/s BB Gusani & Associates; no qualifications.
• Secretarial Auditor: Ankita Shah; MR-3; no adverse remarks.
• Internal Auditor: Shreyansh C Sheth & Co.
• Internal financial controls are adequate and effective.

ESG, POSH & CSR

• POSH: 0 sexual harassment complaints in FY2025-26.
• CSR: not mandatory; company not required to form CSR Committee.
• Maternity Benefit Act compliance reported.

Outlook & risks

• India edible oils market CAGR 3.52% FY2025-2032.
• Government support may expand agri-trading opportunities.
• Risks include price volatility, regulatory changes, inflation, competition.

ISIN activation after subdivision

• ISIN INE177M01021 assigned for post-split fully paid-up equity shares.
• New post-split face value is Rs 1 per share.
• Record date for the subdivision is 4 September 2026.
• Activation letters from NSDL and CDSL confirm ISIN activation.
• EGM approval for subdivision was obtained on 20 August 2026.
• This action aligns with earlier communication dated 21 August 2026.

EGM overview

• EGM held on 20 Aug 2026 via VC/OAVM to approve share subdivision.
• Resolutions include MOA alterations and key director appointments.
• Total four resolutions passed with 100% voting in favour.
• Promoter group had no interest in the agenda.

Resolution 1 – Share subdivision

• Type: Ordinary; sub-division of equity shares from Rs 10 to Rs 1.
• Promoter interest: No promoter group interested.
• Outcome: Approved; 100% assent.
• Impact: Share count increases; ownership and control unchanged.

Resolution 2 – MOA alteration

• Type: Ordinary; MOA capital clause altered for subdivision.
• Promoter interest: No.
• Outcome: Approved; 100% assent.

Resolution 3 – NED appointment

• Type: Ordinary; Appoints Nitish Pratapray Mehta as Non-Executive Independent Director.
• Promoter interest: No.
• Outcome: Approved; 100% assent.

Resolution 4 – MD/Chairman appointment

• Type: Special; Appoints Hiren Dhirajlal Shah as Chairman and Managing Director.
• Promoter interest: No.
• Outcome: Approved; 100% assent.

Voting & attendance

• Total voters: 12; total shares voted: 7,022,335.
• Remote e-voting and EGM results: all resolutions passed.
• Promoter group participation: none in voting.
• Share-subdivision impact: no change in control.

Governance impact

• MD/Chairman appointment and NED appointment enhance governance structure.

Record date and split details

• Sub-division of equity shares from ₹10 to ₹1, ratio 1:10, fully paid.
• Record date fixed as Friday, 4 September 2026.
• Approved by members at the Extraordinary General Meeting on 20 August 2026.
• Security: equity shares; post-split face value ₹1.

Resolutions proposed

• Resolution 1 (Ordinary): Sub-division of ₹10 shares into 10×₹1 each.
• Resolution 2 (Ordinary): Alteration of Capital Clause due to subdivision.
• Resolution 3 (Ordinary): Regularisation of Nitesh Pratapray Mehta as Non-Executive Director.
• Resolution 4 (Special): Re-appointment of Hiren Shah as CMD for five years (24 Jul 2026–23 Jul 2031).

Financial results

• Board approved unaudited standalone results for quarter ended 30-06-2026; Limited Review Report attached
• Revenue from operations ₹1,054.73 lakh; Other income ₹1.65 lakh; Total ₹1,056.38 lakh
• Total expenses ₹1,007.93 lakh; Profit before tax ₹48.45 lakh; Tax ₹12.19 lakh; Net profit ₹36.26 lakh
• Earnings per share: Basic ₹0.19; Diluted ₹0.19; Paid-up equity capital ₹1,871.36 lakh
• Audit Committee reviewed results; Board approved and release dated 14 August 2026
• Notes: Standalone results; IND AS 34; segment information disclosed per IND AS 108

Auditors' remarks

• Independent Auditor's Review Report states no material misstatement; no audit opinion issued

Governance / approvals

• Meeting held at Jamnagar; Managing Director Hiren Shah signed on behalf of the company
• Date: 14 August 2026; results released under Regulation 33 SEBI LODR
• No material director or auditor changes disclosed