Dear Shareholders,
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,
    
2.98
    
1.72
    
72.28
    
29.44
  
  

    
Depreciation, Tax
    

    

    

    

  
  

    
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. AUDITORS
1) 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 37th
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
    
14th 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 COMMITTEES
1) 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. GOVERNANCE
1) 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 2024-2025 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. 

  

    
For and on behalf of the Board of Directors of
    

  
  

    
Integrated Industries Limited
    

  
  

    
Saurabh Goyal
    
Sanidhya Garg
  
  

    
Managing Director
    
Executive Director
  
  

    
Place: Noida
    
Place: Noida
  
  

    
Date: August 14, 2025
    
Date: August 14, 2025