Integrated Proteins Ltd. — Capital/Financing Update 2024

Nov 27, 2024

==> picture [86 x 130] intentionally omitted <==

INTEGRATED PROTEINS LIMITED City Point, 5[th] Floor, Opp. Town Hall, Jamnagar – 361 001,Gujarat,India Phone: (0288) 2551901 Fax: (0288) 2552566 Email ID:ipl.complianceofficer@gmail.com Website: www.integratedproteins.com CIN: L15400GJ1992PLC018426

27[th] November, 2024

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001

Scrip Code: 519606

Sub: Outcome of the meeting of the Board of Directors held on Wednesday, 27[th] November, 2024.

Ref: Regulation 30 & 33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015.

Dear Sir/Madam,

With reference to above subject and in compliance with Regulation 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the outcome of the Meeting of the Board of Director held on today i.e., Wednesday, 27[th] November 2024, at 7: 30 p.m. and concluded on 9:15 p.m. inter alia considered and approved the following:

1. Issuance and allotment of upto 2,00,00,000 (Two Crores) Convertible Equity Warrants (hereinafter referred to as "Warrants") in one or more tranches on preferential basis (“Preferential Offer”) to non-promoter entity / public category as mentioned below ("Warrant Holder"/” Proposed Allottee”) for cash consideration at a price of Rs. 11.25/, as arrived in accordance with the regulation 165 of ICDR Regulations (including the warrant subscription price and the warrant exercise price) aggregating upto Rs. 22,50,00,000/- (Rupees Twenty-Two Crores Fifty Lakh Only) with reference to the Relevant Date i.e. Friday, November 29, 2024 (Since, the relevant date for preferential issue in accordance with regulation 161 is arrived on Saturday November 30, 2024 which is weekend therefore preceding day i.e. Friday, November 29, 2024 is considered as relevant date.)

The Detailed disclosure as required under Regulation 30(6) read with Schedule III, Part A, Para A of the SEBI Listing Regulations and the SEBI Circular CIR/CFDlCMDl4l2015 dated 9 September 2015 for preferential issue is attached herewith as an Annexure-A.

1. Increase in Authorized Share Capital of the Company from Rs. 4,00,00,000/- (Rupees Four Crores) to Rs. 25,00,00,000/- (Rupees Twenty-five Crores) by creation of additional Rs. 21,00,00,000 (Rupees Twenty-one Crores) Equity Shares having face value of Rs 10/- (Rupee Ten each) and consequent amendment to clause V of the Memorandum of Association of the Company.

2. Amendment in Object Clause of the Memorandum of Association of the Company.

==> picture [86 x 130] intentionally omitted <==

INTEGRATED PROTEINS LIMITED City Point, 5[th] Floor, Opp. Town Hall, Jamnagar – 361 001,Gujarat,India Phone: (0288) 2551901 Fax: (0288) 2552566 Email ID:ipl.complianceofficer@gmail.com Website: www.integratedproteins.com CIN: L15400GJ1992PLC018426

1. Shifting of Registered Office of the Company from One City to another City, within Same State; i.e. Company from City Point, Opp. Town Hall, Jamnagar-361008, Gujarat, India to Block D, 5[th] Floor, 502, Titanium Business Park, Near Makarba Railway Crossing, B/h Divya Bhaskar Press, Ahmedabad-380007 Gujarat subject to approval of shareholders of the Company.

2. Approved the draft Notice of Postal Ballot.

3. Appointment of Mrs. Rupal Patel as scrutinizer of General Meeting through postal ballot.

4. Approved the Reconstitution of Committees of the Board. The Detailed disclosure as required under Regulation 30 SEBI Listing Regulations is attached herewith as an Annexure-B.

Kindly take the same on your records.

Thanking you,

Yours faithfully,

For Integrated Proteins Limited

Digitally signed by DEVANSHI DEVANSHI VIJAYBHAI SHAH VIJAYBHAI SHAH Date: 2024.11.27 21:19:35 +05'30'

CS Devanshi V. Shah Company Secretary Membership No.: A50711

==> picture [86 x 130] intentionally omitted <==

INTEGRATED PROTEINS LIMITED City Point, 5[th] Floor, Opp. Town Hall, Jamnagar – 361 001,Gujarat,India Phone: (0288) 2551901 Fax: (0288) 2552566 Email ID:ipl.complianceofficer@gmail.com Website: www.integratedproteins.com CIN: L15400GJ1992PLC018426

ANNEXURE-A

Disclosure with respect to the preferential issue as required under Regulation 30(6) read with Schedule III, Part A, Para A of the SEBI Listing Regulations and the SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September 2015

SN	Particulars		Details	Details	Details	Details
1	Types of Securities proposed to be issued		Convertible equity warrants carrying a right to subscribe 1 (one) Equity Share per warrant.
2	Types of Issuances		Preferential allotment on a private placement basis in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations") and other applicable laws
3	Total number of securities proposed to be issued or the total amount for which the securities will be issued (Approximately)		2,00,00,000 (Two Crores) Convertible Equity Warrants (hereinafter referred to as "Warrants") on preferential basis (“Preferential Offer”) to the non-promoter entity in public category as mentioned below ("Warrant Holder"/” Proposed Allottee”) for cash consideration at a price of Rs. 11.25/-, aggregating upto Rs. 22,50,00,000/- (Rupees Twenty-Two Crores Fifty Lakh Only). The price of the warrants has been determined in accordance with the ICDR Regulations. The preferential issue will be undertaken for cash consideration. An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% shall be payable by the Warrant holder(s) on the exercise of Warrant(s). The price of the warrants and the number of Equity Shares to be allotted on conversion of warrants shall be subject to appropriate adjustments as permitted under applicable laws.
4	Name of the Investors		Sr No.	Name of Allottees	No. of shares
			1	Chetna Mithani	10,00,000
			2	Vedankit Traders Private Limited	10,00,000

==> picture [86 x 130] intentionally omitted <==

INTEGRATED PROTEINS LIMITED City Point, 5[th] Floor, Opp. Town Hall, Jamnagar – 361 001,Gujarat,India Phone: (0288) 2551901 Fax: (0288) 2552566 Email ID:ipl.complianceofficer@gmail.com Website: www.integratedproteins.com CIN: L15400GJ1992PLC018426

SN	Particulars		Details
			3	Hiya Chotalia	10,00,000
			4	Prakash Desai	10,00,000
			5	Vikas Gupta	2,50,000
			6	Nishant Dublish	2,50,000
			7	Gemzar Enterprises Pvt Ltd	10,00,000
			8	Dalmia Industrial Development Limited	10,00,000
			9	Karanj Doshi	2,50,000
			10	Shashank Doshi	11,00,000
			11	Hetal Doshi	11,00,000
			12	Tej Doshi	11,00,000
			13	Kavya Doshi	11,00,000
			14	Hinaben Dhruve	2,50,000
			15	Vastal Pandya	2,50,000
			16	Varsha Rajni Mungra	10,00,000
			17	Leenaguri Divyang Vadi	10,00,000
			18	Divyang Vadi	10,00,000
			19	Rajni Mungra	10,00,000
			20	Ashish Shah	10,00,000
			21	Wealth mine Networks Private Limited	11,40,000
			22	Sappers Infra Realtors Private Limited	11,10,000
			23	Morning Vinimay Private Limited	11,00,000
				Total	2,00,00,000

==> picture [86 x 130] intentionally omitted <==

INTEGRATED PROTEINS LIMITED

City Point, 5[th] Floor, Opp. Town Hall, Jamnagar – 361 001,Gujarat,India Phone: (0288) 2551901 Fax: (0288) 2552566 Email ID:ipl.complianceofficer@gmail.com Website: www.integratedproteins.com CIN: L15400GJ1992PLC018426

SN	Particulars		Details	Details	Details	Details	Details
5	Post allotment of securities- outcome of the subscription		The convertible equity warrants are proposed to be allotted to non- promoter entity/investor. Details of the shareholding of Investors in the Company, prior to and after the proposed Preferential Issue, are as under:
			Name of Allottees	Pre issue Shareholding		Post issue* shareholding**
				No. of shares	% of shareholding	No. of Shares	% of shareholdi
			Chetna Mithani	0	0	10,00,000	4.31
			Vedankit Traders Private Limited	0	0	10,00,000	4.31
			Hiya Chotalia	0	0	10,00,000	4.31
			Prakash Desai	0	0	10,00,000	4.31
			Vikas Gupta	0	0	2,50,000	1.08
			Nishant Dublish	0	0	2,50,000	1.08
			Gemzar Enterprises Pvt Ltd	0	0	10,00,000	4.31
			Dalmia Industrial Development Limited	0	0	10,00,000	4.31
			KaranjDoshi	0	0	2,50,000	1.08
			Shashank Doshi	0	0	11,00,000	4.74
			Hetal Doshi	0	0	11,00,000	4.74
			TejDoshi	0	0	11,00,000	4.74
			Kavya Doshi	0	0	11,00,000	4.74
			Hinaben Dhruve	0	0	2,50,000	1.08
			Vastal Pandya	0	0	2,50,000	1.08
			Varsha Rajni Mungra	0	0	10,00,000	4.31
			Leenaguri Divyang Vadi	0	0	10,00,000	4.31
			DivyangVadi	0	0	10,00,000	4.31
			Rajni Mungra	0	0	10,00,000	4.31
			Ashish Shah	0	0	10,00,000	4.31

==> picture [86 x 130] intentionally omitted <==

INTEGRATED PROTEINS LIMITED

City Point, 5[th] Floor, Opp. Town Hall, Jamnagar – 361 001,Gujarat,India Phone: (0288) 2551901 Fax: (0288) 2552566 Email ID:ipl.complianceofficer@gmail.com Website: www.integratedproteins.com CIN: L15400GJ1992PLC018426

SN	Particulars		Details
			Wealth Mine Networks Private Limited	0	0	11,40,000	4.91
			Sappers Infra Realtors Private Limited	0	0	11,10,000	4.78
			Morning Vinimay Private Limited	0	0	11,00,000	4.74
			Total	0	0	2,00,00,000
6	Issue Price		Rs. 11.25/- (Rupees Eleven point Twenty-Five convertible equity warrants as per ICDR Regulation				Only) per
7	Number of Investor		23(Twenty-three)
8	In case of convertibles — intimation on conversion of securities or on lapse of the tenure of the instrument;		The tenure of the warrants shall not exceed 18 (eighteen) months from the date of allotment. Each warrant shall carry a right to subscribe 1 (one) Equity Share per warrant, which may be exercised in one or more tranches during the period commencing from the date of allotment of warrants until the expiry of 18 (eighteen) months from the date of allotment of the warrants. In the event that, a warrant holder does not exercise the warrants within a period of 18 (Eighteen) months from the date of allotment of such warrants, the unexercised warrants shall lapse and the amount paid by the warrant holders on such Warrants shall stand forfeited by the Company.
9	Any cancellation or termination of proposal for issuance of securities includingreasons thereof.		Not Applicable

==> picture [86 x 130] intentionally omitted <==

INTEGRATED PROTEINS LIMITED

City Point, 5[th] Floor, Opp. Town Hall, Jamnagar – 361 001,Gujarat,India Phone: (0288) 2551901 Fax: (0288) 2552566 Email ID:ipl.complianceofficer@gmail.com Website: www.integratedproteins.com CIN: L15400GJ1992PLC018426

Annexure B

Reconstitution of the Committees of Board – Disclosure under Regulation 30 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015

1. Audit Committee

Sr No.	Name	Status	Category	Director Identification Number (DIN)
1	Mr. Bhalchandra Vyas	Chairman	Non-Executive & Independent	01478375
2	Mr. Vinod Mehta	Member	Non-Executive & Non- Independent	00094718
3	Ms. Jyoti Kataria	Member	Non-Executive & Independent	08817525

2. Nomination and Remuneration Committee

Sr No.	Name	Status	Category	Director Identification Number (DIN)
1	Mr. Bhalchandra Vyas	Chairman	Non-Executive & Independent	01478375
2	Mr. Vinod Mehta	Member	Non-Executive & Non- Independent	00094718
3	Ms. Jyoti Kataria	Member	Non-Executive & Independent	08817525

3. Stakeholders Relationship Committee

Sr No.	Name	Status	Category	Director Identification Number (DIN)
1	Mr. Bhalchandra Vyas	Chairman	Non-Executive & Independent	01478375
2	Mr. Vinod Mehta	Member	Non-Executive & Non- Independent	00094718
3	Ms. Jyoti Kataria	Member	Non-Executive & Independent	08817525