The Board of Directors present the Company's Forty-Second Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

Financial Results & Performance Review

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

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^s* March, 2024.

Standalone

During the year under review your Company has recorded net operational revenue of? 92,987 lakhs (as against ? 1,24,646 lakhs in 2022-23) recording a decrease of 25% compared to previous year.

Operational profit (EBITDA) declined to ? 858 lakhs in 2023-24 (as against profit of? 9,024 lakhs in 2022-23).

Your Company incurred a loss before tax of? 1836 lakhs (as against profit of? 6966 lakhs in 2022-23) and net loss of? 1145 lakhs (as against profit of ? 5100 lakhs in 2022-23).

Consolidated

Net Revenue from Operations on consolidated basis decreased from? 1,24,665 lakhs to? 93,163 lakhs, a decrease of 25 % compared to previous year. Profit before depreciation, finance cost and tax on consolidated basis declined to ? 798 Lakhs in 2023-24 as against profit of? 8858 Lakhs in 2022-23.

During the year under review, India Ratings and Research (IND-Ra) has maintained your Company's Long Term issuer rating to 'INDA '.

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

Spirit, Liquor and Spirituous Beverages:

Financial year 2023-24 was a very challenging and a tough year for the company which witnessed rising input cost and tough competition.

The distillery operation of the Company got impacted due to unprecedent rise in the prices of input raw material because of the increased demand from the Ethanol manufacturers, which could not be passed on to the consumers. The supply of Extra Neutral Alcohol (ENA) in the state is now more than the demand. Absence of import fee on ENA from other states along with high input cost has put the margins under pressure. All major states in India, in order to protect their State distilleries has levied an Import Fee, unlike West Bengal, where there is no Import Fee but levies duties on Export of ENA, which has made distilleries in Bengal on a disadvantageous position in comparison to the distilleries situated in the neighboring states. Many representations have been made to the Excise Department and letters have been written to the Hon'ble Chief Minister, West Bengal.

Indian Made Liquor (IML) business witnessed a sharp decline in volume in the industry during the year as there has been a sharp increase in the prices by 30%(MRP). This abnormal increase in the prices of the Indian Made Liquor was made effective from January 2023 by the West Bengal Excise which led to sharp decrease in the demand, as the same has been made unaffordable for the people at the bottom of the pyramid. The Company has made representation to the Excise Department of West Bengal to reconsider such exorbitant increase in prices. Decline in volume, increase in the input cost and frequent changes in the Excise Policy (viz. introduction/appointment of distributors etc) has impacted the business.

The business continues to face issues as reported earlier and in order to maintain the continuity of the business and to protect the interest of all the stakeholders, the Company paid Rs. 50.0 Crs towards subscription of the Electoral Bonds during the year.

Marine Products:

Internationally demand supply situations has become adverse as consumption of shrimp has become stagnant but supply has gone up significantly. This is mainly due to increase in shrimp production in Ecuador which has increased to 1.40 Million Tons Only 7 years back it was 0.40 Million Tons. 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 month in a year has made it impossible to synchronize buying and selling. In West Bengal, earlier Crop was available for 8-9 months and in current year the same was available for only 4 months as farmers have restricted themselves from second cropping due to decline in the demand and prices.

During the year Company's Marine processing plant which was closed for renovation/modemization, was operational from Oct 2023 with enhanced capacity. Marine exports registered a substantial revenue degrowth of 30% due to closure of processing plant and stiff competition in export market.

Marine aqua feed business revenue declined by 36% due to decreasing trend in Shrimp culture in West Bengal. As compared to Q4 of last year, shrimp culture in West Bengal has de-grown by almost 44%. The Company's own branded Fish Feed, “Neutrisigma' and “Neutrafeed” are well accepted and witnessed a revenue growth of 51%. The Company has undertaken various initiatives like field trials, farmer training, R&D etc in the segment to establish itself as a strong player by providing good quality feed to the farmer. The company continues with its restrictive credit policy.

Marine domestic food business has de-grown by 15%, due to lower sale in HORECA segment. The Company continues to invest in this business in terms of product innovation, marketing and infrastructure.

The Wholly Owned Subsidiary, IFB Agro Marine (FZE), in Sharjah Airport International Free Zone, Sharjah, United Arab Emirates could not make much progress in its business. Efforts are being made to strengthen the trading operation in international market. Anew subsidiary was incorporated in Singapore to act as a holding company for step down subsidiary in Vietnam. The company proposes to set up a value added sea food manufacturing project in Vietnam in a capex light model by investment in some key machineries to be installed in a third party plant in Vietnam. The project is expected to start the operations from December 2024.

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. Similarly, the abnormal increase in the prices of the Indian Made Indian Liquor from January 2023 by the Excise will have huge impact on the demand, as the same has been made unaffordable for the people at the bottom of the pyramid.

In order to strengthen its position in the fish feed segment, the Company had decided to set up a Fish Feed manufacturing facility at Balasore, Odisha. There has been an increase in the project cost, hence the project is being re-evaluated with various options like putting both the shrimp feed and fish feed line in the project to make it sustainable. The company continues to look for the opportunities for investment outside West Bengal for its future growth.

During 2024-25, efforts will be to ensure improved margins and better returns on capital employed through better procurement of its key materials like non edible rice, shrimps etc and tight control on the overheads. The company is focused on its resource allocation and is looking for expansion by way of capital investment in Marine business.

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

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 Company's 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 SEBI (Listing Obligation & Disclosure Requirement), Regulations, 2015.

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

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 of the Company.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

SIGNIFICANTAND 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 six times during the financial year from 01 April 2023 to 31 March 2024. The dates on which the meetings were held are as follows:

24^thApril, 2023, 30^th May,2023, 14^s1 August,2023, 3^rdNovember,2023, 13^th February,2024 and29*^hMarch, 2024.

ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(a) of the Act read with the Companies (Management & Administration) Amendment Rules, 2020, the Annual Return for the Financial Year 2023-2024_in the prescribed format is available at the Company's Official website at the weblink: https://www.ifbagro.in.

DIRECTORS

Mr. Bijon BhushanNag, (DIN 00756995), the Founder and Chairman ofthe Company, passed away on 28th January, 2024.Mr. Nag, an eminent technocrat in the truest sense, a visionary industrialist, played a pivotal role in the formation and growth of the Company. His leadership and foresightedness has immensely contributed in the growth of the Company. The Company has been immensely benefitted from his diverse knowledge in different fields which interalia includes Automobile, Engineering, Home Appliances, Agro based Industry.

Your Directors express their sincere condolences on the demise of Mr. Bijon BhushanNag and place on record their deep appreciation for his legendary stewardship ofthe Company since inception.

The Board of Directors of your Company on the recommendation of the Nomination & Remuneration Committee redesignated and appointed Mr. BikramjitNag as Chairman ofthe Company w.e.f 13th February, 2024 till 25th January, 2025 and the same was approved by the shareholders ofthe Company through postal ballot dated 27 th April, 2024.

The Board of Directors in its meeting held on 28th May, 2024, considered the recommendations of the Nomination and Remuneration Committee, and re-appointed Mr. Bikramjit Nag subject to the approval of members in the ensuing Annual General Meeting as Chairman and Whole time Director of the Company for a further period of 5 (Five) years with effect from 25 January 2025. Mr. BikramjitNag fulfils the conditions specified in the Act and the Rules thereunder and is not debarred to hold the office of Director pursuant to any order of SEBI or any other authority. Details with regard to his appointment has been annexed in Annexure-A in compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) 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. Arup Kumar Banerjee, has been reappointed as Executive Vice Chairman ofthe Company for a further period of 2(two) years w.e.f 30th July, 2023 liable to retire by rotation.

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

Dr. Janardan Anna Gore (DIN 05268895) was appointed as aNon-Executive Independent Director on the Board ofDirectors ofthe company with effect from 28^th May, 2024 for a term ofthree (3) consecutive years subject to approval ofthe shareholders at the ensuing AGM. Dr. Gore, Independent Director of your Company has submitted to the Board ofDirectors of your company that he meets the criteria of Independence as laid down in Section 149(6) ofthe Companies Act, 2013 read with Regulations 16(l)(b) and 25(8) ofthe Listing Regulations and there is no change in his status of Independence and have also confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge duties. Dr. Gore fulfils the conditions specified in the Act and the Rules thereunder and is not debarred to hold the office of Director pursuant to any order of SEBI or any other authority. Details with regard to his appointment has been annexed in Annexure-A in compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) 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. 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.

Necessary details with regard to the appointment has been annexed in Annexure-A in compliance with Regulation 36(3) ofthe SEBI (Listing Obligations & Disclosure Requirements) 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.

Appropriate resolutions seeking the appointment/reappointment of directors and requisite details as per Section 102 ofthe Companies Act, 2013 is appearing in the Notice convening the ensuing Annual General Meeting ofthe Company.

KEY MANAGERIAL PERSONNEL

Mr. Bijon BhushanNag, the Founder and Chairman ofthe Company passed away on 28th January, 2024.

Mr. Kuntal Roy has been appointed as Company Secretary and Compliance Officer of the Company with effect from 1st June, 2023 in place of Mr. Ritesh Agarwal, erstwhile Company Secretary and Compliance Officer.

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

Apart from the above, there is no other change in KMP of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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(l)(b) and Regulation 25 of the Listing Regulations. The declarations were noted by the Board at its meeting held on 28th May, 2024. 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. 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 BOARD'S PERFORMANCE

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors (“Performance Evaluation”) which includes 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) and Schedule IV of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

According to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors was held on 29^s1 March, 2024, to review the performance of the NonIndependent Directors, Chairman and the Board as a whole.

In the Board meeting held dated, May 28^th 2024, 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 company's strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch offices to familarise themselves with the operations of the company and to offer their specialized knowledge for improvement of the performance of the 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.

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 ofthe state of affairs of the Company as at 31.03.2024 and of the loss ofthe 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.

REMUNERATION POLICY

ANomination 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating therein the Company's policy on Directors'/Key Managerial Personnel/other employee's 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 Company's official website at https://www.ifbagro.in.

DEPOSITS

Your Company did not accept any deposits 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 2024.

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 13^s1 February, 2024, appointed Mr. A.K. Labh, proprietor of M/s AK Labh & Co., Practicing Company Secretary (Certificate of Practice No. 4848) as the Secretarial Auditor of the Company.

The Secretarial Auditors' Report for the financial year ended 31^s* March 2024 is given in Annexure I, which forms part of this report.

Your Board has the pleasure in confirming that no qualification, reservation, adverse remark or disclaimer has been made by the Company Secretary in Practice in his Report issued to the members of the Company.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

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 of the Company and Directors is given in Annexure III which forms part of this Report. The statement showing the names of the 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.com.

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, investments or guarantees covered under are given in the Notes to Financial Statements.

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 426 as on 31^s* March 2024.

PREVENTION OF SEXUAL HARASSMENT

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, your Company has in place a Policy for prevention of Sexual Harassment of Woman at Workplace. Your Company

had constituted an Internal Complaints Committee. The Prevention of Sexual Harassment Policy is available on the company's website. All women employees were made aware of the Policy and the manner in which complaints could be lodged.

During the year under review the Committee has not received any complaint.

INSOLVENCYAND BANKRUPCY CODE

The Company has neither made any application nor any application is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 of 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.ifba2r0.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), 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 Company's official website at the weblink: https://www.ifbagro.in/assets/pdf/Whistle_Blower_Policy.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 2024-25 to each ofthe said Exchanges. The Annual Custody/ issuer fee for the year 2024-25 has been paid by the Company to NSDL and CDSL.

DEMATERIALISATION OF SHARES

95.88% of the Company's paid up Equity Share Capital is in dematerialized form as on 31^s* March 2024 and balance 4.12% is in physical form. The Company's Registrars are M/s C.B. Management Services Pvt. Ltd., having their registered office at P-22, Bondel Road, Kolkata- 700 019.

The paid-up share capital ofthe Company as at 31^s* March 2024 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 MCAnotification may be referred to, at the Company's official website at http://www. ifbaero.in.

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 enhancement were undertaken in line with the CSR policy. The Company made an expenditure on CSR for an amount of Rs. 126.92 Lakhs against the stipulated amount of Rs.126.09 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 43Aofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and the same is available at the Company's website i.e., www.ifbagro.in

SUBSIDIARIES/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 purpose of setting up this entity is to establish a marketing and trading outfit to explore untapped markets in Middle East countries, Eastern Europe, CIS countries etc. for marine products.

During the year, the Company has incorporated another Wholly Owned Subsidiary namely IFB Agro Holdings Pte. Ltd on 20^th June, 2023 at Singapore. 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 Company does not have any associate Companies/Joint Venture Companies.

Further, pursuant to the provisions of Section 136 of the Act, 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 Company's 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 subsidiaries in the prescribed form AOC-1 is annexed as Annexure - V which forms apart of 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 arm's 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. 34 to the Standalone Financial Statements which set out related party disclosures pursuant to the requirements ofIND-AS 24. As required under the Companies Act, 2013, the prescribed Form AOC-2 is annexed as Annexure - VI which forms a part of this report. All Related Party Transtions were placed before the Audit Comiittee for approval.

Your Company's Policy on Related Party Transactions, as adopted by your Board, can be accessed on the corporate website at https://www.ifbagro.in/assets/pdf/Policv on Related Party Transactions.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 stakeholder's value. The certificate ofthe Auditors, M/s BSR & Co LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 which is given as Annexure forms part of this Annual Report.

STATUTORYAUDITORS AND AUDIT REPORT

At the 37^th Annual General Meeting held on 26^th July, 2019 M/s. BSR & Co. LLP (Firm Registration No.: 001076N/N5000013), Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 42nd Annual General Meeting. Accordingly, M/s. BSR & Co. LLP, Chartered Accountants, will continue as Statutory Auditors of the Company till the conclusion of the 42nd Annual General Meeting. Their tenure of such appointment will expire upon conclusion of the 42nd Annual General Meeting ofthe Company.

The Company have received consent from the M/s. MSKA& Associates Chartered Accountants (Firm Registration No.: 105047W) to the effect that if they are appointed as Statutory Auditors, it would be in accordance with the provisions of the section 141 or other applicable provision ofthe CompaniesAct, 2013.

Based on recommendation of the Audit Committee, the Board recommends appointment of M/s. MSKA & 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 subject to approval by the Members of the Company at 42nd Annual General Meeting. Accordingly, a resolution proposing appointment of M/s. MSKA & Associates (Firm Registration No.: 105047W), Chartered Accountants as the Statutory Auditors ofthe Company pursuant to Section 139 ofthe CompaniesAct, 2013 forms part ofthe Notice of Annual General Meeting.

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

The Auditor's Report does not contain any qualification, adverse remark or disclaimer.

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 ofthe following matters as there were no transactions on these matters during the year under review:

Neither the Managing Director nor the Whole-time Directors ofthe Company received 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 Company's expectations may be forward-looking within the meaning of applicable securities laws & regulations. Actual results may differ materiallyfrom those expressed in the statement. Importantfactors that could influence the Company's 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.