IFB Agro Industries Ltd Directors Report

To the Members,

The Board of Directors present the Companys Forty-Third Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

Financial Results & Performance Review

The financial results for the year and for the previous year are summarized below:

(Rs in Lakhs)

	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2025	31.3.2024	31.03.2025	31.3.2024
Revenue from Operations (Gross)	1,53,849	137,792	1,53,849	137,968
Less: Excise Duty	47,927	44,805	47,927	44,805
Revenue from Operations (Net)	1,05,922	92,987	1,05,922	93,163
Other Income	1,863	1,787	1,934	1,847
Total Revenue	1,07,785	94,774	1,07,856	95,010
Profits prior to finance charges and depreciation (EBIDTA)	5,924	858	5,613	798
Less: Finance Charges	98	150	98	162
Depreciation & Amortisation	1,908	2,134	1,910	2,135
Profit/(Loss) Before Tax & Exceptional Items	3,918	(1,426)	3,605	(1,499)
Less: Exceptional Items	-	410	-	-
Profit/(Loss) Before Tax	3,918	(1,836)	3,605	(1,499)
Less: Tax Expenses	1,371	(691)	1,371	(691)
Profit/(Loss) After Tax	2,547	(1,145)	2,234	(808)
Other Comprehensive Income	3,428	1,258	3,423	1,246
Total Comprehensive Income	5,975	113	5,657	438

Consolidated figure includes standalone figures and figures of the Wholly Owned Subsidiaries namely IFB Agro Marine (FZE) and IFB Agro Holdings Pte Ltd. for the Financial Year ended 31^st March, 2025.

Standalone

During the year under review your Company has recorded net operational revenue of Rs 105,922 lakhs (as against Rs 92,987 lakhs in 2023-24) recording an increase of 14% compared to previous year.

Operational profit (EBITDA) increased to 5924 lakhs in 2024-25 (as against Rs 858 lakhs in 2023-24).

Your Company incurred a Profit before tax ofRs 3918 lakhs (as against loss of Rs 1836 lakhs in 2023-24) and net profit of Rs 2547 lakhs (as against net loss Rs 1145 lakhs in 2023-24).

Consolidated

Net Revenue from Operations on consolidated basis increased from Rs 93,163 lakhs to Rs 105,922 lakhs, an increase of 14% compared to previous year. Operational profit (EBITDA) on consolidated basis increased to Rs 5613 lakhs (as against Rs 798 lakhs in 2023-24).

During the year under review, India Ratings and Research (IND-Ra) has reaffirmed your Companys existing credit rating at INDA+.

Your Company operates in two segments: (1) Spirit, Spirituous Beverages and allied products and (2) Marine Products.

Spirit, Spirituous Beverages and alliedproducts:

The performance for the FY 2024-25 was better compared to last financial year but the business witnessed challenging environment and tough competition.

The distillery operation of the Company got impacted due to unprecedent rise in the prices of input raw material because of increased demand from Ethanol manufacturers. Margin declined as the price of by-product has decreased due to excess supply by these ethanol plants. Operations at Distillery was affected by intermittent stoppage of production due to high stock, as customers were reluctant to lift the material due to the illegal methods adopted by the State Excise authorities. Numerous letters were written to the Honble Chief Minister and Excise Commissioner ofWest Bengal to stop this.

Indian Made Liquor (‘IML) business witnessed a sharp change in the customer purchasing behavior due to abnormal increase in the MRP over last few years. This abnormal price increase has forced many people to shift towards smaller pack sizes. The IML business was also adversely affected due to illegal interference ofthe State Excise Authorities at the District level, threating of dire consequences and forcing the retailers, not to lift our product. The Company had made various representation to the Excise Commissioner, West Bengal informing such illegal activities by his department both in Distillery and IML, with a request to stop such activities. Action from the Excise Commissioner in this respect is pending. Representation was also made to Honble Chief Minister of West Bengal to intervene.

Marine Products:

Export of Shrimps from India to USA (the country with highest export from India) is facing uncertainties due to the Tariff issues in USA and also increasing shrimp production in Ecuador which has increased to 1.40 Million Tons - Only 7 years back it was 0.40 Million Ton. As a consequence, shrimp prices have dropped by almost 15% over last year. Non-availability of raw shrimp in West Bengal for almost 6-7 months, in a year has made it impossible to synchronize buying and selling. In West Bengal, earlier crop was available for 89 months and in current year the same was available for only 4 months as farmers have restricted themselves from investing in second crop due to decline in prices. Red sea crises lead to increase in the ocean freight, thus impacting the margins in the business.

Fish feed business revenue increased by 36% as the Companys own branded Fish Feed, "Nutrisigma and "Nutrafeed" are well accepted in the market in some states. The Company has undertaken various initiatives like field trials, farmer training, R&D etc in states like Andhra, Chhattisgarh, UP, West Bengal, Bihar and North East to establish itself as a strong player by providing good quality feed to the farmer. The company continues with its restrictive credit policy adopted. Since the Shrimp culture in West Bengal declined, the shrimp feed business for the company witnessed a decline of 22% in revenue. Marine domestic food business grew by 8%, due to growth in HORECA segment. The Company continues to invest in this business in terms of product innovation and marketing.

The Wholly Owned Subsidiary, IFB Agro Holdings Pte. Ltd. , Singapore. act as a holding company for step down subsidiary IFB Vietnam Company Ltd. in Vietnam. The project of value added sea food manufacturing in Vietnam, in a capex light model by investment in some key machineries installed in a third party plant, has just completed and is expected to operate at its full capacity from 3rd Quarter of FY 25-26. The Board decided to close the operation of the subsidiary, IFB Agro Marine (FZE), in UAE as the company could not make much progress.

OUTLOOK, OPPORTUNITIES, THREATS AND CONCERNS

The current financial year will be a year of challenges for the Alcohol business of the Company. With setting up of excess capacity of ENA in the State along with increased demand of the non-edible grain by the Ethanol plants, margin in Distillery is likely to be impacted due to excess supply, increase in the prices of non-edible grain and lower price of by-products.

As part of backward integration strategy, our Founder and Chairman, Mr. Bijon Nag always wanted IFB to be in the business of manufacturing the best quality feed for the farmers engaged in farming of shrimp and fish. He was deeply passionate about the aqua feed project and envisioned the feed business becoming a valuable and significant arm ofthe Company.

He was very upset with the issues faced by the Company in relation to the liquor business. In order to de-risk the company from these issues, he always wanted to diversify or expand the business out of the state of West Bengal. Your Management in order to pursue his dream has decided to invest for exponential growth ofthe aqua feed business.

Your Board of Directors, at their meeting held on 30^th May, 2025, approved the acquisition, as a going concern/running business on a slump sale basis. This includes the entire commercial compound shrimp feed and freshwater fish feed business in India, having an annual turnover of Rs 353 crore as on 31^st March, 2025 including the distribution network for the respective shrimp and fish feed, along with respective feed formulation, Assets, Contracts, Business Undertaking Liabilities, Licenses and Permissions, employees etc and its manufacturing facilities located at Vijayawada and Rajahmundry, Andhra Pradesh, from Cargill India Private Limited.

This acquisition is expected to help in further growth of our fish feed and shrimp feed business by utilizing the spare capacity available there. The transaction is expected to be completed on or before 31st July of the financial year 2025-26. The feed manufacturing project at Balasore was kept in abeyance since there was substantial increase in the cost of the project. Since this acquisition will provide spare production capacity in Andhra Pradesh, for both shrimp and fish feed, the Balasore Project will be looked at afresh.

During 2025-26, efforts will be to successfully integrate the acquired aqua feed business with the Company and ensure improved margin and better return on capital employed through better procurement of key materials like non edible rice, shrimps for export etc and tight control on overheads. The company is focused on its resource allocation and is looking for further expansion in Marine business.

Your Company is continuing its efforts to attain further efficiencies by process/technological improvements, reduction ofwastages and optimal use of human resources in all the divisions.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitments that have occurred after the closure of the year till the date of this Report, which affect the financial position ofthe Company.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the year under review, there is no change in the nature ofthe business operations ofthe Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concerns status of the Company and its future operations.

DIVIDEND

In order to conserve resources for the further expansion and working capital requirements, your Directors have decided not to recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

The Company does not propose to transfer any amount to Reserve.

NUMBER OF BOARD MEETINGS

The Board of Directors duly met 4 (Four) times during the financial year from 01 April 2024 to 31 March 2025. The dates on which the meetings were held are as follows :

28^th May,2024, 13^th August,2024, 11^th November,2024, and 29^th January,2025.

RISK MANAGEMENT

The Board has adopted a risk management policy whereby a proper framework is set up to identify, evaluate business risks and threats. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Board of Directors at its meeting dated 9^th August, 2021 has constituted a Risk Management Committee pursuant to the requirement of Regulation 21 of Listing Obligations and Disclosure Requirements, hereinafter referred to as SEBI (LODR), Regulations, 2015.

Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique/ relatively high-risk profiles.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with the Companies (Management & Administration) Amendment Rules, 2020, the Annual Return for the Financial Year 2024-2025 in the prescribed format is available at the Companys Official website at the weblink: https://www.ifbagro.in/investor relations/annual-return.

BOARD OF DIRECTORS

As on 31^st March, 2025, the Board consist of 6 (six) Directors comprising of 4 (four) Independent Directors and 2 (two) Executive Directors, details of which have been provided in the Corporate Governance Report.

In terms of the requirement of the SEBI (LODR) Regulations, 2015, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses. The list of key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report.

Mr. Bikramjit Nag (DIN 00827155) has been reappointed as Whole-time Director designated as Chairman ofthe Company for a period of 5 (five) consecutive years w.e.f 26th January, 2025 and the same was approved by the shareholders at the 42^nd Annual General Meeting ofthe Company held on 29th July, 2024.

Dr. Janardan Anna Gore (DIN 05268895) was appointed as a Non-Executive Independent Director on the Board of Directors of the company with effect from 28^th May, 2024 for the first term of three (3) consecutive years and the same was approved by the shareholders at the 42^nd Annual General Meeting of the Company held on 29^th July, 2024, not liable to retire by rotation.

Dr. Runu Chakraborty (DIN 08463092) Independent Woman Director of the Company was reappointed for 2^nd term of 5(five) consecutive years w.e.f 27^th May, 2024 not liable to retire by rotation and the same was approved by the shareholders of the Company through Postal Ballot dated 23 ^rd August, 2024.

Mr. Sanjoy Dutta (DIN 07192675) was appointed as a Non-Executive Independent Director on the Board of Directors of the company with effect from 30^th July, 2024 for the first term of five (5) consecutive years and the same was approved by the shareholders through Postal Ballot dated 17^th October, 2024 not liable to retire by rotation.

The Board of Directors of your Company on the recommendation of the Nomination & Remuneration Committee re-appointed Mr. Arup Kumar Banerjee as Whole-time Director designated as Executive Vice Chairman of the Company for a further period of two years w.e.f 30^th July, 2025 subject to the approval of the shareholders in the ensuing AGM dated 30^th July, 2025, liable to retire by rotation.

Mr. Banerjee fulfils the conditions specified in the Act and the Rules thereunder and is not debarred to hold the office of Wholetime Director pursuant to any order of SEBI or any other authority. Details with regard to his re-appointment has been annexed in Annexure-A in compliance with Regulation 36(3) of the SEBI (LODR) Regulations, 2015 read with the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) to the Notice convening the ensuing AGM. Mr. Banerjee has provided all the necessary declarations as required under the Companies Act 2013, SEBI (LODR) Regulations, 2015 and Provisions of Insider Trading Regulations to give effect to this re-appointment.

Mr. Arup Kumar Banerjee (DIN 00336225), Executive Vice Chairman retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appropriate resolutions seeking the re-appointment of directors and requisite details as per Section 102 of the Companies Act, 2013 is appearing in the Notice convening the ensuing Annual General Meeting of the Company. The Board recommends the same for your approval.

KEY MANAGERIAL PERSONNEL

During the year Mr. Rana Chatterjee, CFO - Alcohol Division has retired from the Company w.e.f 22^nd December, 2024.

Mr. Amitabha Mukhopadhyay, Managing Director & CEO tendered his resignation from the Board of Directors of the Company due to personal health reason w.e.f 11th April, 2024.

Apart from the above, there is no other change in Key Managerial Personnel (KMP) ofthe Company.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25 of the SEBI (LODR) Regulations, 2015. The declarations were noted by the Board at its meeting held on 28^th April, 2025. The Independent Directors of your Company have confirmed that they are independent of management and are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. They have also confirmed that they are not debarred to hold the office of Independent Director pursuant to any order of SEBI or any other authority. Necessary confirmations were also taken from the afore-mentioned Independent Directors in compliance with Rule 6 Sub Rule 3 of the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 as amended thereto.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors ("Performance Evaluation") which include criteria for performance evaluation of non-executive directors and executive directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company.

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (LODR), Regulations 2015.

According to Regulation 25(3) of SEBI (LODR) Regulations, 2015 and Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors was held on 29^th March, 2025, to review the performance of the Non- Independent Directors, Chairman and the Board as a whole.

In the Board meeting held dated, 29^th May, 2025, the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the companys strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and its offices to familarise themselves with the operations ofthe company and to offer their specialized knowledge for improvement ofthe performance ofthe company.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at our website https://www.ifbagro.in/investor relations/familiarisation-programme.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) ofthe Companies Act 2013, your Directors state 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. the Directors had 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 as at 31.03.2025 and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation 19 of the SEBI (LODR) Regulations, 2015 stating therein the Companys policy on Directors/Key Managerial Personnel/other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs of the quality required to run the company successfully.

The said policy may be referred to, at the Companys official website at https://www.ifbagro.in/assets/pdf/Nomination-and-remuneration-policv.pdf.

DEPOSITS

Your Company did not accept any deposit from the public / members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review. There is no outstanding balance as on 31st March 2025.

SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company. The Board in its meeting held on 29^th January, 2025, appointed Mr. A.K. Labh, proprietor of M/s A K Labh & Co., Practicing Company Secretary (Certificate of Practice No. 4848) as the Secretarial Auditor of the Company for the Financial Year 2024-2025. The Secretarial Auditors Report for the financial year ending 31^st March 2025 is given in Annexure I, which forms part of this report. There are no qualifications, observations, adverse remark or disclaimer in the said Report.

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, the Audit Committee and the Board recommends appointment of M/s LABH & LABH Associates", Company Secretaries (FRN : P2025WB105500), as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years i.e. 2025-26 to 2029-30. A resolution seeking approval of the shareholders of the Company has been included in the Notice convening the AGM.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is given in Annexure II which forms a part of this Report.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees ofthe Company and Directors is given in Annexure III which forms part of this Report. The statement showing the names of top ten employees in terms of remuneration drawn and other particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lacs or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report and is available on the website of the Company, at www.ifbagro.in.

In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company to e-mail id: complianceifbagro@ifbglobal.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the Notes to Financial Statements ofthe Company.

HUMAN RESOURCES

For the development of the human resources, number of training programmes were organized during the year. Internal personnel as well outside faculty members undertook these programmes. Your Company plans to organize more such training programmes for the overall development of its people. Total number of employees in the Company stood at 417 as on 31^st March 2025.

PREVENTION OF SEXUAL HARASSMENT

In compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a policy for prevention of Sexual Harassment of Women at work place and constituted an Internal Complaints Committee.

During the year under review the Committee has not received any complaint and there is no complaint unresolved as on 31^st March, 2025. The Policy is available on the Companys website i.e. www.ifbagro.in.

INSOLVENCYAND BANKRUPTCY CODE

The Company has neither made any application nor any application is pending under the Insolvency and Bankruptcy Code, 2016, hence the requirement to disclose the details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial year is not applicable.

WEBSITE OF THE COMPANY

The Company maintains a website www.ifbagro.in where detailed information of the Company and its products are provided. AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. The Board has accepted the recommendations ofthe Audit Committee.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns have been established. During the year under review, none of the Directors / employees / business associates/ vendors was denied access to the Chairman of the Audit Committee. The said policy may be referred to, at the Companys official website at the weblink: https://www.ifbagro.in/assets/pdf/Vigil Mechanism.pdf.

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has in place adequate internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. Further such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless your Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weaknesses in design or operation was observed. The Internal Financial Control systems and procedures and their effectiveness are reviewed and monitored on a regular basis.

An independent Internal Audit function carries out risk focused audits across all business. The Audit Committee of the Board reviews Internal Audit findings on risk and provides strategic guidance on internal controls.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company is listed with the BSE Limited and National Stock Exchange of India Limited and the Company has paid the Annual listing fee for the year 2025-26 to each of the said Exchanges. The Annual Custody/ issuer fee for the year 2025-26 has been paid by the Company to NSDL and CDSL.

DEMATERIALISATION OF SHARES:

95.95% of the Companys paid up Equity Share Capital is in dematerialized form as on 31^st March 2025 and balance 4.05% is in physical form. The Companys Registrar is M/s C.B. Management Services Pvt. Ltd., having their corporate office at 20, Sir R. N. Mukherjee Road, Kolkata - 700 001 and registered office at C-101,1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Maharashtra - 400 083.

The paid-up share capital of the Company as at 31^st March 2025 remained unchanged and it stood at Rs. 9,36,71,110. During the year under review the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Independent Directors and Executive Director. The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in Annexure IV which forms a part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy)

Rules, 2014. The said policy as amended from time to time in accordance with MCA notification may be referred to, at the Companys official website at https://www.ifbagro.in/assets/pdf/1404 001.pdf

Your Company has identified the activities and accordingly projects mainly relating to a) eradicating hunger, malnutrition and sanitation b) promoting education, c) Promoting Healthcare and safe drinking water and (d) Rural Development & Livelihood were undertaken in line with the CSR policy. The Company made an expenditure on CSR for an amount of Rs 90.49 lakhs against the stipulated amount ofRs 89.12 lakhs.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of IFB Agro Industries Limited at its meeting held on August 9, 2021 has adopted the Dividend Distribution Policy (the "Policy") pursuant to the requirements of Regulation 43A ofthe SEBI (LODR) Regulations, 2015 and the same is available at the Companys website i.e., https://www.ifbagro.in/assets/pdf/DIVIDEND DISTRIBUTION POLICY.pdf

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company had incorporated a Wholly Owned Subsidiary in the name and style of IFB Agro Marine (FZE), a limited liability Company in the Sharjah Airport International Free Zone, Sharjah, United Arab Emirates on 20th April, 2017.

The Company has passed a Resolution in its Board meeting dated 11^th November, 2024 relating to the winding up and liquidation of the Wholly Owned Subsidiary namely IFB Agro Marine (FZE) and the Representative Office of IFB Agro Marine (FZE) in UAE for operational convenience. Since the process of its closure is subject to various requisite approval, it is still in process. The Company has also submitted necessary documents to IFB Agro Marine (FZE) in order to facilitate the said process.

The Company has another Wholly Owned Subsidiary namely IFB Agro Holdings Pte. Ltd at Singapore which was incorporated at the Financial Year 2023-24. The Company in Singapore acts as a holding company for the step-down subsidiary in Vietnam, where the company is investing for manufacturing of value added sea food products for international markets. The step down subsidiary i.e IFB Vietnam Company Limited has successfully executed trial production during the Financial Year 2024-25. The Company does not have any Associate Companies / Joint Venture Companies.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at www.ifbagro.in

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company have been prepared, which forms part of this Annual Report. Further, the report on the performance and financial position of the subsidiary in the prescribed form AOC-1 is annexed as Annexure V to this report.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arms length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transaction which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 ofthe Act.

There were no materially significant related party transactions which could have potential conflict with interest ofthe Company at large Your directors draw attention of members to note no. 35 to the Standalone Financial Statements which set out related party disclosures pursuant to the requirements of IND-AS 24. As required under the Companies Act, 2013, the prescribed Form AOC-2 is annexed as Annexure VI to this report.

Your Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on the corporate website at https://www.ifbagro.in/assets/pdf/136-142%20Draft%20RPT%20Policv.pdf.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

There were significant changes in certain key financial ratios of the Company that have changed more than 25% over previous year, which is annexed as Annexure - VII which forms a part ofthis report.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors protection and maximizing long-term stakeholders value. The certificate of the Statutory Auditors, M/s

MSKA & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Regulation 25 of SEBI LODR Regulations, 2015 which is given as Annexure forms part of this Annual Report.

STATUTORY AUDITORS AND AUDIT REPORT

At the 42^nd Annual General Meeting held on 29^th July, 2024 the shareholders of the company appointed M/s. M S K A & Associates (Firm Registration No.: 105047W), Chartered Accountants as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 42nd Annual General Meeting to the conclusion of 47th Annual General Meeting in place of M/s. BSR & Co. LLP, Chartered Accounts whose tenure has concluded at the 42nd Annual General Meeting ofthe Company.

The requirement to place the matter relating to reappointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of reappointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM. The report ofthe Statutory Auditors firms part ofthe Annual Repoer 2024-2025.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) ofthe Act.

COSTRECORDS

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013

SECRETARIAL STANDARDS

Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there was no transaction on these matters during the year under review:

The Wholetime Directors did not receive any remuneration or commission from any of its subsidiaries.

There was no instance of one-time settlement with any Bank or Financial institution.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Customers and Stakeholders for their continued support.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

Cautionary Statement: Statement in the Directors Report and Management Discussion & Analysis Report describing the Companys expectations may be forward-looking within the meaning of applicable securities laws & regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operation include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their costs, changes in government policies and tax laws.

	On behalf of the Board
Registered Office:	Bikramjit Nag
Plot No. IND-5, Sector - 1	Chairman
East Kolkata Township	(DIN:00827155)
Kolkata - 700 107
CIN: L01409WB1982PLC034590
E-mail: complianceifbagro@ifbglobal.com
Website : www.ifbagro.in
Date : 30th May, 2025