Directors Report of IFB Agro Industries Ltd.

Mar 31, 2025

The Board of Directors present the Company''s 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:

('' in Lakhs)

	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 '' 105,922 lakhs (as against '' 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 '' 858 lakhs in 2023-24).

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

Consolidated

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

During the year under review, India Ratings and Research (IND-Ra) has reaffirmed your Company''s 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 Hon''ble 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 Hon''ble 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 8¬
9 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 Company''s 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 '' 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 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 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 Company''s 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 Company''s 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 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 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 company''s 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 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/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: [e-mail].

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 Company''s 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 Company''s 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 Company''s paid up Equity Share Capital is in dematerialized form as on 31^st March 2025 and balance 4.05% is in
physical form. The Company''s 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 Company''s
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 '' 90.49 lakhs against the
stipulated amount of'' 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 Company''s 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 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 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 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. 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 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/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 stakeholder''s 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 Auditor''s 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 Company''s
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 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.

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: [e-mail]

Website : www.ifbagro.in

Date : 30^th May, 2025

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Mar 31, 2024

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:

	Standalone		(Rs. in Lakhs) Consolidated
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	31.3.2024	31.3.2023	31.3.2024	31.3.2023
Revenue from Operations (Gross)	137,792	1,57,065	137,968	1,57,084
Less: Excise Duty	44,805	32,419	44,805	32,419
Revenue from Operations (Net)	92,987	1,24,646	93,163	1,24,665
Other Income	1,787	1,537	1,847	1,560
Total Revenue	94,774	1,26,183	95,010	1,26,225
Profits prior to finance charges and depreciation (EBIDTA)	858	9,024	798	8,858
Less: Finance Charges	150	184	162	202
Depreciation & Amortisation	2,134	1,874	2,135	1,877
Profit/(Loss) Before Tax & Exceptional Items	(1,426)	6,966	(1,499)	6,779
Less: Exceptional Items	410	-	-	-
Profit /(Loss) Before Tax	(1836)	6,966	(1,499)	6,779
Less: Tax Expenses	(691)	1,866	(691)	1,866
Profit /(Loss)After Tax	(1145)	5,100	(808)	4,913
Other Comprehensive Income	1258	(182)	1246	-192
Total Comprehensive Income	113	4,918	438	4,721

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: [e-mail].

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.

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Mar 31, 2019

To the Members,

The Directors have pleasure in presenting before you the thirty seventh Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

Financial Results & Performance Review

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

(Rs in Lacs)

	Standalone		Consolidated
Particulars	Year Ended 31.3.2019	Year Ended 31.3.2018	Year Ended 31.3.2019	Year Ended31.3.2018
Revenue from Operations (Gross)	173,204	1,49,967	1,75,244	1,50,346
Less: Excise Duty	80,723	61,058	80,723	61,058
Revenue from Operations (Net)	92,481	88,909	94,521	89,288
Other Income	1,277	977	1281	983
Total Revenue	93,758	89,886	95,802	90,271
Profits prior to finance charges and depreciation (EBITDA)	5,957	6,785	5,777	6,492
Less: Finance Charges	294	258	297	258
Depreciation & Amortisation	1,869	2,143	1871	2,145
Profit Before Tax	3,794	4,384	3609	4,089
Less: Tax Expenses	473	1,227	473	1,226
Profit After Tax	3,321	3,157	3136	2,863
Other Comprehensive Income	(317)	940	(312)	933
Total Comprehensive Income	3,004	4,097	2,824	3,796

Consolidated figure includes standalone figure and figure of IFB Agro Marine FZE, the Wholly Owned Subsidiary which was incorporated in the year 2017-18.

During the year under review your Company has recorded net operational revenue of Rs. 92,481 lacs as against Rs. 88,909 lacs in 2017-18 recording a growth of 4%.

Operational profit (EBITDA) decreased from Rs. 6,785 lacs in 2017-18 toRs. 5,957 lacs in 2018-19, a decrease of 12.2% as compared to the previous year.

Your Company has achieved a profit before tax of Rs. 3,794 lacs as against Rs. 4,384 lacs in 2017-18 and net profit of Rs. 3,321 lacs as against Rs. 3,1571acsin2017-18.

Net Revenue from Operations on consolidated basis grew by 5.86% to Rs 94,521 lacs during the year as against Rs. 89,288 in 2017-18. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year reduced by 11.02% to Rs. 5,777 lacs.

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, Liquor and Spirituous Beverages and (2) Marine Products Spirit, Liquor and Spirituous Beverages:

The grain based distillery along with Carbon Dioxide (C0₂) and DDGS plants operated at optimum capacity during the year under review. The continuous increase in the price of grain and fuel significantly increased the input costs. The increased cost could not be passed on fully to the buyer’s due to competition. Profits for the year got effected as company settled some of its old tax liabilities under the settlement scheme launched by the State Government.

The Company has invested in capacity expansion in C0₂ plant during the previous year. The increased capacity was fully utilized during the financial year 2018-19. The Company has also spent on various research and development activities which will help to make distillery cost effective and more efficient.

Indian Made Indian Liquor (IMIL) business continues to face stiff competition due to excess capacity created by the new bottling plants in West Bengal. Inspite of tough competition, the IMIL business during the FY 2018-19, registered a net revenue growth of 11%. However due to increase in input cost, logistics and higher retailer scheme margins were adversely impacted during the year under review. To increase its distribution and geographical reach, the company is exploring more tie-up operations in the State.

Marine Products:

Marine exports registered a volume growth of 15% but due to lower global prices during the year there was a marginal de-growth in revenue. The Company is trying to improve its margins by adding more markets, more value added products including organic shrimps.

Marine aqua feed business could not register any growth during the year under review due to restrictive credit allowed in the market. Operating margins declined due to lower sales and increase in the overhead. The company is focusing on direct sales to farmers through its retail aqua shop chain “Aquashop” (retail venture of feed division).

Marine domestic food business registered a revenue growth of 10% during the year under review. We continue to invest in this business in terms of product innovation, marketing and infrastructure.

Your Company 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. It was the second year of operation for the company. Efforts are being made to strengthen the trading operation in international market. The revenue increased from Rs. 378 lacs in 2017-18 to Rs. 2040 lacs in 2018-19. Increase in revenue has decreased the loss to Rs. 185 lacs during the year (Rs. 294 lacs in 2017-18). Better results are expected in the current financial year.

OUTLOOK, OPPORTUNITIES, THREATS AND CONCERNS

The current financial year will be a year of challenges for both the domestic and export business. The company has entered into tie-up arrangement with a third party processing facility from April, 2019 for marine products in Kolkata. This will increase the export sales and will reduce the credit risk of feed sales, as company will be able to procure more materials to adjust the dues. The decline in the shrimp prices in the international market is expected to impact the profitability of the export business.

Growth in the Aqua feed business will be effected due to the competition and restrictive credit being allowed by the Company in the market. The current financial year will also witness a restrictive growth in the feed sales as stocking by the farmers was delayed due to un-favorable climatic condition in West Bengal during the period of March - April 2019. However, the addition of more aqua shops in West Bengal to provide one stop solution to the shrimp farmers will help the company to strengthen its position in the Feed business.

Your Company will focus on margin improvement plans across the verticals through better procurement of its key raw materials like broken rice, shrimps etc. Consolidation in the IMIL space has started and it may create an opportunity for the company.

During the year 2019-20, efforts will be to ensure improved margins and better returns on capital employed. The company is focused on its resource allocation and is looking for expansion by way of capex light model.

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.

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

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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

During the year ended 31^st March, 2019, six meetings of the Board were held. For details of meetings of the Board, please refer to the Report on Corporate Governance, which forms part of this report.

EXTRACTS OFANNUAL RETURN

The extracts of the Annual Return for the financial year 2018-19 as stipulated in MGT -9 pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 may be referred to at the Company’s Official website at the weblink: https://www.ifbagro.in and forms part of this Report as Annexure -1.

DIRECTORS

Dr. Runu Chakraborty was appointed as additional and Independent Woman Director with effect from 27^ft May, 2019. A resolution seeking Shareholder’s approval for her appointment forms part of the Notice.

Mr. Bijon Nag, Chairman (Non-Executive) is one of the Promoter Director of the Company and is on the Board since the incorporation of the Company in 1982 as a permanent Director in terms of Article 76 of the Articles of Association of the Company. Since he has attend the age of 75 years as on 1st April, 2019, his continuation to the office of Director is proposed at the ensuing AGM for approval of the Members by way of special resolution.

Mr. Amitabha KumarNag, Non - Executive Director retires by rotation andbeing eligible, offers himself for re-appointment.

Mr. Sudip Kumar Mukherji was appointed as an independent director at the 32^nd Annual General Meeting (AGM) held on 30^ft July, 2014 for a period of five years. Based on the recommendations of the Nomination and Remuneration Committee, and Board, his reappointment for a second term of five years is proposed at the ensuing AGM for approval of the Members by way of special resolution.

Mr. Hari Ram Agarwal was appointed as an independent director at the 32^nd Annual General Meeting (AGM) held on 30^ft July, 2014 for a period of five years. Based on the recommendations of the Nomination and Remuneration Committee, and Board, his re-appointment for a second term of five years is proposed at the ensuing AGM for approval of the Members by way of special resolution.

Mr. Manoj Kumar Vijay was appointed as an independent director at the 32^nd Annual General Meeting (AGM) held on 30^ft July, 2014 for a period of five years. Based on the recommendations of the Nomination and Remuneration Committee, and Board, his reappointment for a second term of five years is proposed at the ensuing AGM for approval of the Members by way of special resolution.

Appropriate resolutions seeking the appointment/reappointment of director is appearing in the Notice convening the ensuing Annual General Meeting of the Company. The details about their qualification, other directorships etc. as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are provided in the explanatory statement under Section 102 of the Companies Act, 2013 separately and annexed to the notice.

Dr. Lakshmishri Roy, Independent Woman Director was inducted on the board of IFB Agro Industries Ltd on April 01, 2016 for a second term of 3 years. The term of her appointment completed on April 01, 2019. The Board places on record its appreciation for her invaluable contribution and guidance.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and have complied with the Code for Independent Directors prescribed in schedule IV to the Companies Act, 2013. The declaration was placed and noted by the Board at its meeting held on 27 May, 2019.

KEY MANAGERIAL PERSONNEL

During the year there were no changes in the Key Managerial Personnel of your Company.

ANNUAL EVALUATION OF BOARD S PERFORMANCE

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 30^ft March 2019 to review the performance of the Non-Independent Directors, Chairman and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors, 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5)of the 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 at the end of the financial year 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 of this Act for safeguarding the assets of the 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

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 (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.

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 deposit from the public / members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year.

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

The information required pursuant to Section 197 read with Rule 5 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 II which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an arm’s length basis and in the ordinary course of business. All such contracts or arrangements have been reviewed and approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

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

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 III which forms a part of this Report.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

Company 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 20^ft April, 2017. The purpose of settingup 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.

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has 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 VI to this report.

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 407 as on 31^st March 2019.

PREVENTION OF SEXUAL HARASSMENT

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted a Prevention of Sexual Harassment 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 the Committee has not received any compliant.

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 of the Audit Committee.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns have been established. 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 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.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company is listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Company has paid the Annual listing fee for the year 2019-20 to each of the said Exchanges. The Annual Custody/ issuer fee for the year 2019-20 has been paid by the Company to NSDL and CDSL.

DEMATERIALISATION OF SHARES:

95.30% of the company’s paid up Equity Share Capital is in dematerialized form as on 31st March, 2019 and balance 4.70% 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- 700019.

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 Directors. 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 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said policy maybe referred to, at the Company’s official website at http://www.ifbagro.in.

Your Company has identified the activities and accordingly projects mainly relating to a) eradicating hunger, malnutrition and sanitation b) promoting education and livelihood enhancement and c) Promoting Healthcare were undertaken in line with the CSR policy. The necessary budget outlay was assigned to the aforesaid projects. The Company made an expenditure of Rs. 87.37 lacs against the stipulated amount of Rs. 86.22 lacs.

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 of the Mr S. K. Patnaik Partner (FCS No 5699) partner of Patnaik & Patnaik (C.P. No. 7117), Company Secretaries in practice confirming compliance of conditions of Corporate Governance as stipulated under Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Annual Report.

AUDITOR’S REPORT

The Statutory Auditor’s Report and the Secretarial Audit Report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

STATUTORY AUDITORS

M/s. Walker, Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/N500013) the statutory auditors of the Company, hold office till the conclusion of the 37* Annual General Meeting of the Company. The Board has recommended the appointment of M/s B S R & Co LLP, Chartered Accountants as the statutory auditors of the Company, in their place, for a term of five consecutive years, from the conclusion of the 37^th’ Annual General Meeting of the Company till the conclusion of the 42^nd Annual General Meeting of the Company for approval of the shareholders of the Company, based on the recommendation of the Audit Committee.

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 30th¹ March, 2019, appointed Mr. S. K. Patnaik, partner of M/s Patnaik & Patnaik , Practising Company Secretary (Certificate of Practice No. 7117) as the Secretarial Auditor for a term of two years i.e. 2018-19 & 2019-20.

The Secretarial Auditors’ Report for the financial year ending 31st March 2019 is given in Annexure V, which forms part of this report.

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.

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 materially from those expressed in the statement. Important factors 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.

On behalf of the Board

Bikram Nag Arup Kumar Banerjee

Joint Executive Chairman Vice Chairman and Managing Director

(DIN: 00827155) (DIN: 00336225)

Kolkata - 700 107

Kolkata, May 27, 2019

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Mar 31, 2018

To the Members,

The directors have pleasure in presenting the Annual Report together with the Audited Financial Statements for the financial year ended 31 March 2018. The consolidated performance of the Company and its subsidiary has been referred wherever required.

Financial Results & Performance Review

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

FINANCIAL RESULTS (Rs in Lacs)

	Standalone		Consolidated
Particulars	Year Ended	Year Ended	Year Ended
	31.3.2018	31.3.2017	31.3.2018
Revenue from Operations (Gross)	1,49,967	1,16,760	1,50,345
Less: Excise Duty	61,057	32,766	61,057
Revenue from Operations (Net)	88,910	83,994	89,288
Other Income	977	1,176	983
Total Revenue	89,887	85,170	90,271
Profits prior to finance charges and depreciation (EBITDA)	6,785	6,302	6,492
Less: Finance Charges	258	154	258
Depreciation & Amortisation	2,143	2,033	2,145
Profit Before Tax	4,384	4,115	4,089
Less: Provision for Taxation	1,227	847	1,226
Profit After Tax	3,157	3,268	2,863

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

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

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

During the year ended 31st March, 2018, six meetings of the Board were held.

EXTRACTS OFANNUAL RETURN

The extracts of the Annual Return for the financial year 2017-18 as stipulated in MGT -9 pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is given in Annexure I which forms part of this Report.

DIRECTORS

Mr. Bikram Nag, Joint Executive Chairman retires by rotation and being eligible, offers himself for re-appointment. The details about his qualification, other directorships etc. as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the explanatory statement under Section 102 of the Companies Act, 2013 separately and annexed to the notice.

Mr. Bikram Nag was appointed as the Executive Director of the Company at the Nineteenth Annual General Meeting held on 31 August 2001, for a period of three years with effect from 27 January 2001, which was further renewed from time to time. He was appointed as Joint Executive Chairman at the Annual General Meeting of the Company held on 26 July 2013 and reappointed at the AGM held on 31 July 2015. The existing term of Mr. Nag will expire on 26 January 2019.

The Board of Directors in its meeting held on May 30, 2018, considered the recommendations of the Nomination and Remuneration Committee, and re-appointed Mr. Bikram Nag (subject to the approval of members in the ensuing Annual General Meeting) as Joint Executive Chairman for a further period of 3 years with effect from 26 January 2019. He is liable to retire by rotation.

Appropriate resolutions seeking the reappointment of Director is appearing in the Notice convening the ensuing Annual General Meeting of the Company.

Mr. Indranil Goho, Joint Managing Director was inducted on the board of IFB Agro Industries Ltd on 23 September 2015. He resigned from the board of IFB Agro Industries Ltd w.e.f. 18 October 2017. The board sincerely record their appreciation of his association with the company and the support he has extended during his tenure.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013.The declaration was placed and noted by the Board at its meeting held on 30 May 2018.

KEY MANAGERIAL PERSONNEL

During the year there were changes in the Key Managerial Personnel of your Company.

Mr. Indranil Goho, Joint Managing Director was inducted on the Board of IFB Agro Industries Ltd on 23 September 2015. He resigned from the Board of IFB Agro Industries Ltd w.e.f. 18 October, 2017 as Joint Managing Director of the Company.

Mr. Dipak Sen, Chief Financial Officer demised on 25 November 2017. He was inducted as Chief Financial Officer of the Company on 10 December 2014. The Board expressed their profound grief to the sad demise of Mr. Sen and recorded their appreciation that the company immensely benefited from his contribution as a Chief Financial Officer of the Company.

During the year Board of Directors of your Company has appointed Mr. Rahul Choudhary as Chief Financial Officer of the Company in compliance with the provisions of section 203 of Companies Act, 2013 at its meeting held on 2 December 2017.

ANNUAL EVALUATION OF BOARD S PERFORMANCE

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 to review the performance of the Non-Independent Directors and the Board as a whole. Accordingly, a meeting of Independent Directors was held on 26 March 2018 wherein the performance of the Non-Independent Directors, Chairman and the Board as a whole was evaluated.

In the Board meeting that followed the meeting of the Independent Directors, 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5)of the 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 at the end of the financial year and of the profitof 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 of the 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.

The saidpolicy maybe referred to, at the Company’s official website at http://www.ifbagro.in.

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.

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

The information required pursuant to Section 197 read with Rule 5 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 II which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an arm’s length basis and in the ordinary course of business. All such contracts or arrangements have been reviewed and approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the corporate website at http://www.ifbagro.in/ifb-admin/assets/1490251273_Policy%20on%20Related%20Party%20Transactions.pdf

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 III which forms a part of this Report.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

During the year your Company 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 markets in Middle East countries, Eastern Europe, CIS countries etc. for marine products.

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has 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 VI to this report.

PREVENTION OF SEXUAL HARASSMENT

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted a Prevention of Sexual Harassment 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 the Committee has not received any compliant.

WEBSITE OF THE COMPANY

The Company maintains a website www. ifbasro.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 of the Audit Committee.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns have been established. The said policy may be referred to, at the Company’s official website at the weblink http://www.ifbagro.in/ifb-admin/assets/1490251334_Whistle%20Blower%20Policy.pdf

INTERNAL 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.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company is listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Company has paid the Annual listing fee for the year 2018-19 to each of the said Exchanges. The Annual Custody/ issuer fee for the year 2018-19 has been paid by the Company to NSDL and CDSL.

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 Directors. 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 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said policy may be referred to, at the Company’s official website at the weblink ww.ifbasro.in / ifb-admin/assets/1491801369 volicv%20on%20corvorate%20social%20resvonsibilitv.vdf.

Your Company has identified the activities and accordingly projects mainly relating to a) eradicating hunger, malnutrition and sanitation b) promoting education and livelihood enhancement and c) Promoting Healthcare were undertaken in line with the CSR policy. The necessary budget outlay was assigned to the aforesaid projects. However, due to multiyear project and certain procedural delay at the implementation level, the Company could not spend the allocated budget outlay. The Company made an expenditure of Rs. 56.44 lacs against the stipulated amount of Rs. 73.96 lacs.

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 Auditors, M/s Walker Chandiok & Co LLP (Firm registration No: 001076N/N500013), Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Annual Report.

STATUTORY AUDITORS

The Auditors of the Company M/s. Walker, Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N/N500013) have been appointed at the Annual General Meeting on 28 July 2017 to hold office till the conclusion of 37th Annual General Meeting. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditor’s shall be placed for ratification at every Annual general Meeting. However, the Companies Amendment Act, 2017 has come into force on 7 May 2018 and the requirement of ratification of appointment of Auditors in every Annual General Meeting has been omitted. Hence, M/s Walker Chandiok & Co LLP, (ICAI Firm Registration No. 001076N/N500013), Chartered Accountants will hold office till the conclusion of 37th Annual general Meeting. TheNotes on Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

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 24 March 17, appointed Mr. Jitendra Patnaik, Proprietor of M/s J. Patnaik & Associates, Practising Company Secretary (Certificate of Practice No. 3102) as the Secretarial Auditor for atermoftwo years i.e. 2016-17 & 2017-18.

The Secretarial Auditors’ Report for the financial year ending 31 March 2018 is given in Annexure V, which forms part of this report. The enclosed Secretarial Auditors’ Report confirms compliance of applicable Secretarial Standards.

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.

On behalf of the Board

Registered Office: Bikram Nag Arup Kumar Banerjee

Plot No. IND-5, Sector - 1 Joint Executive Chairman Vice Chairman and

East Calcutta Township (DIN: 00827155) Managing Director

Kolkata - 700 107 (DIN: 00336225)

CIN: L01409WB1982PLC034590

E-mail: [e-mail]

Website : www.ifbagro.in

Kolkata, 30 May 2018

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Mar 31, 2017

Financial Results & Performance Review

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

FINANCIAL RESULTS (Rs in Lacs)

	Year Ended	Year Ended
	31.03.2017	31.03.2016
Revenue from Operations	82,931	62,131
Other Income	1,295	672
Total Revenue	84,226	62,803
Profits prior to Finance Charges and Depreciation (EBITDA)	6,229	5,918
Less: Finance Charges	174	136
Depreciation & Amortization	2,033	2,170
Profit Before Tax	4,022	3,612
Less: Provision for Taxation	816	679
Profit After Tax	3,206	2,933

During the year under review your Company has recorded net operational revenue of Rs 82,931 lacs (as against Rs 62,131 lacs in 201516) recording a growth of 33.5%.

Operational profit (EBITDA) has recorded an increase of 5.2% during 2016-17 as compared to the previous year.

Your Company has achieved a higher profit before tax of Rs 4,022 lacs (as against Rs 3,612 lacs in 2015-16) and net profit of Rs 3,206 lacs (as against Rs 2,933 lacsin2015-16).

During the year under review, your company as part of the repayment schedule, has repaid USD 0.9 million out of USD 7.5 million ECB loan availed from HDFC Bank, Bahrain for financing the modernization project at Distillery division.

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

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

Your Company operates grain-based distilleries in the state of West Bengal. The new state of the art plant, based on “Eco Smart” multi pressure distillation technology operated for the first full year of expanded capacity during the year 2016-17. The Distillers Dried Grain Solubles (DDGS) capacity was also expanded during the year under review.

The grain distilleries along with C0₂ and DDGS plants operated at optimum capacity during the year under review. Competition in the Distillery space in West Bengal has increased due to the commissioning of a new distillery during the current financial year. The excess spirit production capacity in India continues to put pressure on margins of the distillery business due to import of spirit from other states of India. It may be mentioned that due to “nil” import fees, import from spirit production capacity surplus states like Uttar Pradesh, Punjab etc. puts your Company into unfair competition.

EBITDA margin at the distilleries suffered due to significant increase in input costs. The cost increases could not be passed on fully to the buyer''s due to competition.

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

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

DIVIDEND

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

TRANSFER TO RESERVE

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

NUMBER OF BOARD MEETINGS

During the year ended 31^s* March, 2017, five meetings of the Board were held.

EXTRACTS OFANNUALRETURN

The extracts of the Annual Return for the financial year 2016-17 as stipulated in MGT -9 pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is given in Annexure I which forms part of this Report.

DIRECTORS

Mr. Arup Kumar Banerjee retires by rotation and being eligible, offers himself for re-appointment. The details about his qualification, other directorships etc. as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the explanatory statement under Section 102 of the Companies Act, 2013.

Mr. Arup Kumar Banerjee, an Honours Graduate in Commerce and Diploma in Business Management from IIM Calcutta is having experience of more than 43 years in the industry. Before joining the Company in the year 1995 he worked with IFB Industries Limited in various positions. He was appointed as a Whole-time Director at the Nineteenth Annual General Meeting of the Company held on 31^s* August 2001 for a period of three years with effect from 28^th July 2001 and thereafter reappointed from time to time. He was appointed as Managing Director on 30^th July 2008. Thereafter, he was elevated as Vice Chairman and Managing Director on 23 ^rd September, 2015. The existing term of Mr. Arup Kumar Banerjee will expire on 29^th July, 2017.

The Board of Directors in its meeting held on 17^th May, 2017, on the recommendations of the Nomination and Remuneration Committee, reappointed Mr. Arup Kumar Banerjee (subject to the approval of members in the ensuing Annual General Meeting) for a further period of 3 years with effect from 30^s1 July, 2017.

Appropriate resolutions seeking the re-appointment of Directors are appearing in the Notice convening the ensuing Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013. The declarations were placed and noted by the Board in its meeting held on 17^th May, 2017.

KEY MANAGERIAL PERSONNEL

There was no change in the Key Managerial Personnel of your Company.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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 to review the performance of the Non-Independent Directors and the Board as a whole. Accordingly, a meeting of Independent Directors was held on 24^th March 2017 wherein the performance of the Non-Independent Directors, Chairman and the Board as a whole was evaluated.

In the Board meeting that followed the meeting of the Independent Directors, 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the 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 at the end of the financial year 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 of this Act for safeguarding the assets of the 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

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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating therein the Company''s policy on Directors''/Key Managerial Personnel/other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors.

The said policy may be referred to, at the Company''s official website at http://www.ifbagro.in.

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.

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

The information required pursuant to Section 197 read with Rule 5 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 II which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an arm''s length basis and in the ordinary course of business. All such contracts or arrangements have been reviewed and approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 interms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

Your Company''s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the corporate website at http://www.ifbagro.in/ifb-admin/assets/1490251273_Policy%20on%20Related%20Party%20Transactions.pdf

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 III which forms a part of this Report.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company did not have any subsidiary/associate/joint venture Company during this year 2016-17.

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 conducted 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 370 as on 31^s* March 2017.

WEBSITE OF THE COMPANY

The Company maintains a website www.ifbasro.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 of the Audit Committee.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns have been established. The said policy may be referred to, at the Company''s official website at the web link http://www.ifbagro.in/ifb-admin/assets/1490251334_Whistle%20Blower%20Policy.pdf

INTERNAL 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.

LISTING WITH STOCK EXCHANGES

Your Company is listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Company has paid the Annual listing fee for the year 2017-18 to each of the said Exchanges. The Annual Custody/ Issuer fee for the year 2017-18 has been paid by the Company to NSDL and CDSL.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of Companies Act, 2013, the Board of Directors of your Company had 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 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.The said policy may be referred to, at the Company''s official website at http://www. i fbaero.in.

Your Company has identified the activities and accordingly projects mainly relating to a) eradicating hunger, malnutrition and sanitation, b) promoting education and c) promoting healthcare were undertaken in line with the CSR policy. The necessary budget outlay were assigned to the aforesaid projects. However, due to multiyear project and certain procedural delay at the implementation level, the Company could not spend the allocated budget outlay. The Company made an expenditure of Rs. 51.06 lacs against the stipulated amount of Rs. 74.01 lacs.

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 Auditors, Walker Chandiok & Co LLP ( Firm Registration No : 001076N/N500013), Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

STATUTORY AUDITORS

The Auditors of the Company Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) have been appointed at the Annual General Meeting on 30^th July, 2014 for a term of 3 years. The Company has received consent of the auditors for re-appointment of office for the Second term. Their re-appointment to the office is subject to the approval by the members at 35^thAnnual General Meeting.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

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 24^th March, 2017, appointed Mr. Jitendra Patnaik, Proprietor of M/s J. Patnaik & Associates , Practicing Company Secretary (Certificate of Practice No. 3102) as the Secretarial Auditor for a term of two years commencing from the financial year 2016-17.

The Secretarial Auditors'' Report for the financial year ending 31^s* March 2017 is given in Annexure V, which forms part of this report.

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 materially from those expressed in the statement. Important factors 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.

On behalf of the Board

Registered Office: Bikram Nag Arup Kumar Banerjee

PlotNo.IND-5,Sector-l Joint Executive Chairman Vice Chairman and

East Calcutta Township Managing Director

Kolkata - 700 107

CIN: L01409WB1982PLC034590

E-mail: [e-mail]

Website : www.ifbagro.in

Kolkata, 17^th May,2017

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Mar 31, 2016

To the Shareholders,

The Directors have pleasure in presenting the Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2016.

Economic Environment

The year under review (2015-16) was characterized by slow growth across the Globe. The global economy grew at 3.1% in the year 2015, the weakest pace since 2009. Except USA, almost all the developed, developing and emerging economies witnessed degrowth during 2015-16 as compared to 2014-15. The increase in the interest rate by USA resulted in currency depreciation across the globe except in Japan. In the backdrop of the troubled world economies impacted by global slowdown and collapsing commodity prices, India remained a somewhat positive story. India too had its share of woes resulted from poor monsoons but benefitted from softening commodity including crude oil prices and inflation was controlled.

Financial Results & Performance Review

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

FINANCIAL RESULTS		(Rs in Lakhs)
	Year Ended	Year Ended
	31.03.2016	31.03.2015
Revenue from Operations	61,312	58,425
Other Income	1,492	1,509
Total Revenue	62,804	59,934
Profits prior to finance charges and depreciation	5,928	4,470
Less: Finance Charges	136	17
Depreciation & Amortization	2,170	1,862
Profit Before Tax	3,612	2,591
Less: Provision for Taxation
Current Tax	939	117
Deferred Tax	(143)	820
Income Tax adjustment for earlier years	(117)	96
Profit After Tax	2,933	1,557

During the year under review your Company has recorded net operational revenue of Rs 61,312 lakhs (as against Rs 58,425 lakhs in 2014-15) recording a growth of 4.94%.

Your Company has achieved a higher profit before tax of Rs 3,612 lakhs (as against Rs 2,591 lakhs in 2014-15) and net profit of Rs 2,933 lakhs (as against Rs 1,557 lakhs in 2014-15). Higher depreciation was mainly due to newly commissioned modernization project at Distillery division.

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

Spirit, Liquor and Spirituous Beverages:

There are two divisions under Spirit, Liquor and Spirituous Beverages Segment: (1) Distillery and (2) India Made Indian Liquor.

Your Company operates a grain-based distillery in West Bengal at Noorpur. The state of the art plant, based on ''multi-pressure-distillation'' process is capable of distilling alcohol from multiple feed stocks.

The Distillery division of the Company completed the modernization project “Conversion of 50 KL per day Molassess Distillery into Grain Distillery” within the stipulated time and cost. The commercial production of the modernized unit started from 14th January, 2016. The operation is yet to stabilize fully. The grain distillery along with CO₂ plant operated at optimum capacity during the current year. In September 2015, West Bengal State Excise removed the spirit removal fees which were imposed in 2013. Competition in the Distillery space in West Bengal is set to increase due to the planned commissioning of a new distillery plant during the current financial year. The excess spirit production capacity in India continues to put pressure on the distillery division due to import of cheaper molasses/grain based ENA from other states of India.

India Made Indian Liquor segment (IMIL) continue to face tremendous competition due to excess capacity created by the new bottling plants. During 2015-16, overall growth of IMIL in West Bengal was only 2.5% due to poor monsoon and very low level of Industrial activity resulting in lower disposable income in the hand of consumers. Excess capacity created in the market place resulted in high retailer schemes and increased logistics costs, as a result of door delivery facilities and thus putting pressures on the margins. Increased credit to the vendors is impacting the cash flow. Your Company is trying to maximize the capacity utilization and setting up the plants under contract manufacturing where our market share is low. During the year under review, your Company has commenced a third party bottling facility at Purulia (West Bengal).

Marine:

Marine exports have registered 14 % degrowth in revenue during the year under review. Degrowth is due to the steep fall in shrimp prices. The tie-up arrangement in Andhra Pradesh started in the second quarter of the year under review but due to delay in getting the regulatory approvals from the exporting countries, export volumes were significantly lower as compared to the budget. The operation at Andhra Pradesh reported cash loss in the year under review. During the current year (2016-17), your Company has planned to increase the export volume and focus on improving margin. Exports from Indonesia and Ecuador are posing serious competition to shrimp exporting Indian Companies. Indian Currency has depreciated by 7% during the year under review but this did not give your Company any competitive edge due to the much larger currency depreciation in most of our competition countries. Economic turbulence in many of our exporting countries is also impacting the sales as prawn consumption is considered to be a luxury item.

Marine feed turnover has increased by 11% during the year under review but operating margins reduced due to the inability in passing the higher input cost to the farmers. Risk in the form of unsecured credit continued.

Sales of Marine domestic food business have grown by 12% during the year under review. This business as yet is not cash positive.

During the year under review, your Company has availed 7.5 million US$ ECB loan from HDFC Bank, Bahrain for financing the modernization project at Distillery division.

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

OUTLOOK, OPPORTUNITIES, THREATS AND CONCERNS

The current financial year will again be a year of challenges both for exports and domestic businesses. Excess distillery capacity in India will continue to pose serious competition to the Company on account of duty free spirit imports to West Bengal. IMIL segment will continue to have pressure on sales and margin due to stiff competition. Marine exports will continue to have margin pressure due to competition from South East Asian and Latin American countries. The high level of raw material prices and exchange fluctuations will continue to weigh on Marine exports.

The capacity expansion in our distillery division will result in cost optimization and your Company will endeavor to perform better as compared to the previous year. Consolidation in the IMIL space has started and it may create an opportunity for your Company. We expect additional sales volume from our Andhra Pradesh Marine plant during the current year.

In the past your Company has made significant capital expenditures and any shortfall in the planned returns will exert pressures on the Balance Sheet and Cash Flow.

Your company is continuing its efforts to attain further efficiencies by process improvement and reduction of wastages in all the divisions and ensuring optimal use of human resources on all fronts.

RISK MANAGEMENT

The Board has adopted a risk management policy whereby a proper framework is set up to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

Your Company has constituted a Risk Management Committee for reviewing the risk management plans and ensuring its effectiveness.

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 WHICHTHE FINANCIAL STATEMENTS RELATEANDTHE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

DIVIDEND

In order to conserve resources for the proposed capital investments, 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

During the year ended 31^st March, 2016, six meetings of the Board were held.

EXTRACTS OFANNUALRETURN

The extracts of the Annual Return for the financial year 2015-16 as stipulated in MGT -9 pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is given in Annexure I which forms part of this Report.

DIRECTORS

Mr. Amitabha Kumar Nag retires by rotation and being eligible, offers himself for re-appointment. The details about his qualification, other directorships etc. as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the explanatory statement under Section 102 of the Companies Act, 2013 separately and annexed to the Notice.

Dr. Lakshmishri Roy was inducted as an Independent Director to the Board of Directors of IFB Agro Industries Limited on 31^st March, 2015 for a term of one year expiring on 31^st March, 2016.

On 29^th March, 2016 the Board of Directors, based on report of performance evaluation approved the continuation of office of the Director by re-appointment of Dr. Lakshmishri Roy as an Independent Director pursuant to Sections 149 and 152, read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the second term of three years subject to the approval by the members of the Company at the ensuing Annual General Meeting.

Dr. Lakshmishri Roy is a Graduate in Pharmacy from KMIPS, Rourkela, Sambhalpur University in the year 1994. She was awarded Gold Medal by Governor of Orissa for her outstanding performance in B.Pharm. She completed her M.Tech, (Life Sciences and Biotechnology) from Jadavpur University in the year 1998. She obtained her Ph.D from IIT Kharagpur in the field of Agricultural and Food Engineering in the year 2013.

The Company has received a notice in writing from a member of the Company proposing her candidature for the office of Independent Director with requisite deposit.

Mr. Indranil Goho was appointed as an Additional Director of the Company with effect from 23 rd September, 2015. The Board has also appointed him as Joint Managing Director with effect from the same date for a period of three years, subject to the approval by the members at the ensuing Annual General Meeting.

Mr. Indranil Goho is a qualified Chartered Accountant and a Cost Accountant. He has 21 years of experience in finance, accounts, taxation, sales and marketing.

Mr Goho worked as consultant with Singhi Management and Financial Consultants, Mumbai and Ernst & Young, Kolkata during his initial years. Since the year 2003, Mr Goho worked with IFB Industries Limited at senior positions.

Mr Goho joined IFB Agro Industries Limited in April, 2012 as President and Chief Operating Officer.

The Company has received a notice in writing from a member of the Company proposing his candidature for the office of Director with requisite deposit.

Appropriate resolutions seeking the appointment / reappointment of Directors are appearing in the Notice convening the ensuing Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

The Board appointed. Mr Indranil Goho, as “Joint Managing Director” of the Company with effect from September 23, 2015 on recommendation of Nomination and Remuneration Committee subject to approval by the members in this Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and the same have been placed and noted by the Board in its meeting held on 14^th May, 2016.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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 to review the performance of the Non-Independent Directors and the Board as a whole. Accordingly, a meeting of Independent Directors was held on 29^th March, 2016 wherein the performance of the Non-Independent Directors, Chairman and the Board as a whole was evaluated.

Further the same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the 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 at the end of the financial year 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 of this Act for safeguarding the assets of the 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

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 Clause 49 of the Listing Agreement stating therein the Company''s policy on Directors''/Key Managerial Personnel/other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors.

The said policy may be referred to, at the Company''s official website at http://www.ifbagro.in/pdf/nomination-and-remuneration/policy.pdf.

DEPOSITS

Your Company has not accepted 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.

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

The information required pursuant to Section 197 read with Rule 5 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 II which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an arm''s length basis and in the ordinary course of business. All such contracts or arrangements have been reviewed and approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

Your Company''s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the corporate website at http://www.ifbagro.in/pdf/Policy-on-Related-Party-Transactions.pdf

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 III which forms a part of this Report.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended 31^st March, 2016.

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 376 as on 31^st March, 2016 as against 328 as on 31^st March, 2015.

WEBSITE OF THE COMPANY

The Company maintains a website www. ifbasro.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. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

VIGIL MECHANISM

In pursuant to the provisions of Sections 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The said policy may be referred to, at the Company''s official website at the we blink http://www.ifbagro.in/pdf/Whistle-Blower-Policy.pdf.

INTERNAL 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.

LISTING WITH STOCK EXCHANGES

Your Company is listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the said Exchanges.

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 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.The said policy may be referred to, at the Company''s official website at http://www.ifbagro.in.

Your Company has identified the activities and accordingly projects mainly relating to a) eradicating hunger, malnutrition and sanitation and b) promoting education were undertaken in line with the CSR policy. The necessary budget outlay were assigned to the aforesaid projects. However, due to multiyear project and certain procedural delay at the implementation level, the Company could not spend the allocated budget outlay. The Company made an expenditure of Rs. 21.40 lacs against the stipulated amount of Rs. 71.54 lacs.

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 Auditors, M/s Walker Chandiok & Co LLP ( Firm registration No. 001076N/N500013), Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

STATUTORY AUDITORS

The Auditors of the Company M/s. Walker, Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) have been appointed at the Annual General Meeting on 30^th July, 2014 for a term of 3 years. The Company has received consent of the Auditors for continuation of office for the current year. Their appointment to the office is subject to the ratification by the members at the each Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1^st April 2014 by a Company Secretary in Practice. The Board in its meeting held on 29^th March, 2016, appointed Mr. Jitendra Patnaik, Practicing Company Secretary (Certificate of Practice No. 3102) as the Secretarial Auditor for the financial year ending 31^st March, 2016.

The Secretarial Auditors'' Report for the financial year ending 31^st March 2016 is given in Annexure V, which forms part of this report.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, employees, bankers, government authorities and the investors for their support and confidence in the Company.

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 materially from those expressed in the statement. Important factors 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.

On behalf of the Board

Bikram Nag Arup Kumar Banerjee

Kolkata, 14^th May, 2016 Joint Executive Chairman Vice Chairman and Managing Director

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Mar 31, 2013

To the Shareholders,

The Directors have pleasure in presenting the 31st Annual Report of the Company and the Audited Financial Statements for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended 31.03.2013 31.03.2012

Revenue from Operation 66536.08 61180.00

Profit prior to Finance charges & Depreciation 5071.69 5116.58

Less : Finance charges 38.14 36.12

Depreciation 1123.38 1263.85

Profit before Taxation 3910.17 3816.61

Less: Provision for Taxation:

Current Tax 1461.65 1334.76

Deferred Tax (216.77) (172.83)

Less : Income Tax adjustment for earlier years 45.27 (0.02)

Profit after Tax 2620.02 2654.70



2. DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve the resources for working capital and capital expenditure projects.

3. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr Sudip Kumar Mukherji and Mr Hari Ram Agarwal retire by rotation and being eligible, offer themselves for re-appointment.

The details about their qualification, other directorships etc. as per Clause 49 of the Listing Agreement are provided separately and annexed to the notice.

4. CHANGE IN SHARE CAPITAL

During the year, 998000 equity shares of Rs 10/- each were allotted to the promoter group on Preferential allotment basis at a premium of Rs 172/- per share. The allotment was made on 22nd February, 2013 and the shares so issued are under lock-in till February 21, 2016 and will rank pari passu with the existing Ordinary Shares of your Company.

5. DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OFTHE COMPANIESACT, 1956.

The Directors, having ensured through the Officer designated for the purpose, hereby confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That the Directors have 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 at the end of the financial year and of the profit of the Company for that year.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and the Auditors'' Certificate in this regard form part of this report and are annexed herewith.

7. AUDITORS & AUDITORS'' REPORT

The Auditors of the Company M/s. Walker, Chandiok & Co., Chartered Accountants retire at the ensuing Annual General Meeting have given their consent for appointment and have also confirmed that their appointment, if made, would be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditors

The Company has appointed M/s N Radhakrishnan & Co., Cost Accountants for conducting Cost Audit for the financial year 2013-14. The Cost Auditors have confirmed that their appointment, if made, would be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

8. SUBSIDIARY

The Company has no subsidiary as at the end of financial year.

9. HUMAN RESOURCE

The Board of Directors expresses its appreciation for sincere efforts made by the employees of your Company at all levels during the year and for their co-operation.

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report.

10. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has in place a system for controlling and monitoring pollutants at all factories in order to comply with environmental standards and legislation. Your Company is committed to ensuring green and pollution free environment as well as clean and safe workplace at all the plant locations.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant particulars are given in the Annexure to this report.

11. ACKNOWLEDGEMENT

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, financial institutions, bankers, government authorities and the investors for their continued support and confidence in the Company.

On behalf of the Board

Bikram Nag A. K. Banerjee

Joint Executive Chairman Managing Director

Kolkata, 30th May, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report of the Company and the Audited Financial Statements for the year ended 31st March, 2012.

1. FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2012 31.03.2011

Sales and Other Income (incl. Excise Duty) 75627.03 58471.24

Profit prior to Finance charges & Depreciation, amortization and impairment 5116.58 3627.58

Less : Finance charges 36.12 184.11

Depreciation 1263.85 820.57

Profit before Taxation 3816.61 2622.90

Less: Provision for Taxation:

Current Tax 1334.74 930.14

Deferred Tax (172.81) (89.76)

Less : Income Tax adjustment for earlier years (0.02) 0.11

Profit after Tax 2654.70 1782.41

Balance carried to Balance Sheet 2654.70 1782.41

2. MANAGEMENT DISCUSSION & ANALYSIS

OVERALL PERFORMANCE

During the year under review your Company has recorded gross turnover of Rs.756.27 crores (as against Rs.584.71 crores in 2010-11) recording a growth of 29.34%.

The Company has achieved profit before tax of Rs 38.16 crore as against Rs 26.23 crore, and net profit of Rs 26.55 crore as against Rs 17.82 crore in the previous year. During the year, the Durgapur bottling plant of the Company was closed down based on the Government directive to relocate for which the company has incurred Rs 2.85 crore towards Employees Separation scheme. The assets of the molasses distillery have been impaired based on its realizable value and a loss of Rs 3.48 crore has been charged to the accounts.

Better working capital management and ploughing back of profits has reduced the interest cost during the year. The company is almost debts free now.

Earning per equity share is Rs.33.15 as compared to Rs.22.26 per share in previous year.

REVIEW OF DIVISIONAL PERFORMANCES Alcohol and Bottling:

The molasses distillery operated only for few days in the year with small quantity of local molasses available in the State of West Bengal. Pursuant to discontinuation of the molasses transportation cost reimbursement policy by the State Government and operation of the Distillery becoming un-viable, it was planned to convert the molasses distillery into multi feed distillery subject to the approval of the State Government. Pending such approval the machineries are lying idle and un-utilized for more than a year. The assets of the molasses plant which will not be used on conversion have been impaired at its realizable value.

The grain distillery operated at 110% of the capacity and with efficient purchase of raw material and reduction in overhead, the margins improved during the year. Further storage capacity has been built up at Noorpur for storing grains which will reduce the storage cost as well as the wastage. Investment has also been made in the distillery by enhancing the capacity of the turbines to generate more cheap power. The Company could not obtain CDM benefits due to non availability of rice husk within the state.

After abolition of Privilege area by the State Government in the Country Spirit segment, the production capacity was enhanced by setting up a new bottling plant, with two bottling lines, at Panagarh in West Bengal. Further capacity expansion at Panagarh is under process and will be completed in financial year 2012-13. The bottling plant at Durgapur was closed during the year and the workmen were given a separation scheme which costed Rs 2.85 cr to the company.

On IMFL, your Company has suffered due to increase in the duties and taxes in the state of West Bengal, the demand in the regular segment has declined. Margins are declining due to high input cost and unable to increase the prices due to stiff competition. New brands viz., 'Jubilation' Rum, 'Leonov' luxury Vodka in Bengal and "Benjamin' brandy in Orissa was launched but could not achieve the desired volume due to stiff competition. Widespread market promotions are being held to re-build the position in the market.

Marine:

The Marine Division has performed well during the year. To increase export of value added products the Company has modernised its plant with new IQF Machines and other freezing equipment.

The Shrimp Feed trading business has recorded a growth of 26% in value and has a market share of 48% in West Bengal. "Aqua Shops" have been opened by the company for providing one window service to the farmers in terms of supply of feed, medicine, technology, finance, training etc. More such aqua shops are being planned to provide service to the farmers in the State of West Bengal.

"IFB ROYAL" Retail Brand of frozen Marine Products are now available in major METROS in the country, sale recorded a growth of 33% in value. The Company is in the process of developing more value added products for the Retail Consumers in the country.

OPPORTUNITIES & CHALLENGES:

The current accounting year will again be another year of tough challenges. The bumper sugarcane production in Uttar Pradesh will reduce the spirit cost during the year leading to lower margins on sale of spirit from the distillery. Setting up of new distilleries in neighboring states and new bottling plants in West Bengal is likely to bring about stiff challenge in future. The increase in Excise Duty in Country liquor segment is likely to reduce the margins in the current year.

The increased bottling capacity, once becoming fully operational will bring good opportunity to the Company by way of volume growth and market share in the Country Liquor segment.

The Company is continuing its efforts to attain further efficiencies in fermentation and distillation, improve upon its bio-gas generation to reduce fuel cost, and to further improve power generation to reduce the cost of production. The Company is giving continuous emphasis to cut costs on inputs, minimise wastages and make optimal use of human resources on all fronts.

In IMFL, the Company being a regional player in the industry faces a stiff competition from large Indian as well as multinational companies. Widespread promotion is being planned to make the newly launched brands, successful.

The Company targets to export more value added products and with the favorable currency rates, expects to be a good year for export market. With the overall global economic growth and better demand for frozen sea food it expects to have better demand for its Marine products in the domestic market. The Company plans to focus on aggressive marketing of its products in order to penetrate into householders' as well as retail segment in India.

Human Resources:

For the development of the human resources number of training programmes was organized during the year with outside faculties. Employees were also sent to the renowned technical institutes for continuous update on its knowledge and skill. However, the same is not sufficient considering the complexity of the today's business environment. The Company plans to organize more such training programmes for the overall development of people.. Total number of employees in the Company was 384 as on 31st March 2012 as against 430 as on 31st March 2011.

Internal Control System:

The Company maintains a system of internal control designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, compliance with applicable laws and regulations.

Cautionary Statement:

Statements in the Management's discussion and analysis describing the Company's projections, expectations or predictions may be 'forward - looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include raw material prices, changes in government regulations, tax regimes and economic developments within the country and weather patterns.

3. DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve the resources for working capital and some capital expenditure projects.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr A K Nag and Mr Nandan Bhattacharya retire by rotation and being eligible, offer themselves for re-appointment.

The details about their qualification, other directorships etc. as per Clause 49 of the Listing Agreement are provided separately and annexed to the notice.

5. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors, having ensured through the Officer designated for the purpose, hereby confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

6. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance and the Auditors' Certificate in this regard form part of this report and are annexed herewith.

7. AUDITORS & AUDITORS' REPORT

The Auditors of the Company M/s Haribhakti & Co., Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have expressed their unwillingness to be re-appointed. M/s Walker, Chandiok & Co., Chartered Accountants has given their consent for appointment and have also confirmed that their appointment, if made, would be within the limits prescribed under Section 224(1)(B) of the Companies Act, 1956.

Observations made in the Auditors Reports have been adequately dealt with in the notes to the financial statements annexed to the Balance Sheet and Profit & Loss Account.

8. SUBSIDIARY

The Company has no subsidiary as at the end of financial year.

9. HUMANRESOURCE

The Board of Directors expresses its appreciation for sincere efforts made by the employees of your Company at all levels during the year and for their co-operation.

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report.

10. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has in place a system for controlling and monitoring pollutants at all factories in order to comply with environmental standards and legislation. Your Company is committed to ensuring green and pollution free environment as well as clean and safe workplace at all the plant locations.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant particulars are given in the Annexure to this report.

11. ACKNOWLEDGEMENT

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, financial institutions, bankers, government authorities and the investors for their continued support and confidence in the Company.

On behalf of the Board

Bikram Nag A. K. Banerjee

Joint Executive Chairman Managing Director

Kolkata, 29th May, 2012

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Mar 31, 2011

The Directors have pleasure in presenting the 29th Annual Report of the Company and the Audited Financial Statements for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

Year ended Year ended

31.03.2011 31.03.2010

(Rs.000) (Rs.000)

Sales and Other Income (incl. Excise Duty) 58,47,788 41,95,568

Profit prior to Finance charges & Depreciation 3,62,758 1,73,868

Less : Finance charges 18,411 17,663

Depreciation 82,057 91,225

Profit before Taxation 2,62,290 64,980

Less: Provision for Taxation:

Current Tax 93,014 18,547

Deferred Tax (8,976) 3,160

Less : Income Tax adjustment for earlier years 11 (972)

Profit after Tax 1,78,241 44,245

Balance carried to Balance Sheet 1,78,241 44,245

2. MANAGEMENT DISCUSSION & ANALYSIS

OVERALL PERFORMANCE

During the year under review your Company has recorded gross turnover of Rs.584.78 crores (as against Rs. 419.56 crores in 2009-10) recording a growth of 39%.

The Company has achieved profit before tax of Rs 26.22 crore as against Rs 6.50 crores, and net profit of Rs 17.82 crore as against Rs 4.42 crores in the previous year. The release of transport cost reimbursement pertaining to 2008-09 from the West Bengal Government has helped in improving profitability for the year.

There is a marginal increase in Bank finance charges due to export packing credit obtained for export of marine products during the year. The term loan availed for new IMFL bottling plant at Dankuni was prepaid out of the surplus funds generated during the year.

Earning per equity share is Rs.22.26 as compared to Rs.5.53 per share in previous year.

REVIEW OF DIVISIONAL PERFORMANCES

Alcohol and Bottling :

The molasses distillery was operated at a much lower capacity and faced intermittent stoppage due to non availability of sufficient molasses at the economical price which is basic raw material of the Distillery. The discontinuation of the molasses transportation cost reimbursement policy by the State Government effective December 2010 has made the operation of the Distillery un-viable as the landed cost of Rectified Spirit from other States like Uttar Pradesh is cheaper.

With the increased price of grain along with the prices of fuel like husk, coal etc and electricity charges has affected the margins of the Grain Distillery. Due to non-availability of the broken rice in the local areas of West Bengal, the Company has to source the materials from other states which has increased transportation cost. To mitigate the risk of dependency on one grain i.e rice, the distillery during the year used other grains like jawar, bazra, maize etc which has given good results. The Company could not obtain CDM benefits due to non availability of rice husk within the state.

Due to abolition of Privilege area by the State Government from December 2010 onwards in the Country Spirit segment along with formulation of MRP based pricing and introduction of own brands have created market competition among the existing Bottlers to enhance the market share. All the existing bottling plants of the Company are operating at full capacity and do not have space for expansion. In view of the huge potential demand the Company has established a new bottling plant at Panagarh, West Bengal, the operation of which could not be started, though the plant is complete in all respect, due to delay in receipt of necessary license from West Bengal Government. The removal of privilege area concept will lead to new entrants in the industry which is likely to increase competition.

On IMFL, your Company has strengthened its position in West Bengal, Orissa and Assam. During the year, the Company has sold 5.51 lacs cases of IMFL products. The Company has carried out wide promotion for Volga Vodka in West Bengal, Orissa and North East, and is receiving encouraging results from the same. For the future growth and huge potential demand of Rum and Brandy, the Company has launched Jubilation Rum in Bengal and "Benjamin brandy in Orissa. The Division is continuously improving quality of its product and packaging to enhance market share.

Marine :

The Marine Division has performed well during the year. To increase export of value added products the Company has modernised its plant with new IQF Machines and expanded cold room facility.

The Shrimp Feed trading business has recorded a growth of 65% in value and has a market share of 48% in West Bengal. Around 10,000 franchise farmers are benefited from the services provided by Companys Aqua culturists.

"IFB ROYAL" Retail Brand of frozen Marine Products are now available in major Metros in the country, sale recorded a growth of 25% in value. The Company is in the process of developing more value added products for the Retail Consumers in the country.

OPPORTUNITIES & CHALLENGES:

The current accounting year will again be another year of tough challenges. The un-viability of molasses distillery, pressure on margins in the grain distillery and competition in the country liquor segment is likely to bring about stiff challenge in future. Study is being conducted for conversion of the Molasses distillery into Grain distillery to produce Rectified Spirit and ENA.

The increased bottling capacity, once the Panagarh plant becomes operational will bring good opportunity to the Company by way of volume growth and market share in the Country Liquor segment.

The Company is continuing its efforts to attain further efficiencies in fermentation and distillation, improve upon its bio-gas generation to reduce fuel cost, and to further improve power generation to reduce the cost of production. The Company is giving continuous emphasis to cut costs on inputs, minimise wastages and make optimal use of human resources on all fronts.

In IMFL, the Company visualises ample opportunity for the growth as the demand in the industry is growing at 20%. The Company being a regional player in the industry faces a stiff competition from large Indian as well as multinational companies.

The Company expects better demand for its Marine products in the export as well as domestic market due to overall global economic growth and better demand for frozen sea food. Adverse fluctuation in foreign exchange, the exorbitant increase in the raw material prices, dis-continuation of the export benefits by the Government may put the exports in a challenging situation. In the domestic market, the Company plans to focus on aggressive marketing of its products in order to penetrate into householders as well as retail segment in India.

Human Resources:

For the development of the human resources number of training programmes was organized during the year with outside faculties. Employees were also sent to the renowned technical institutes for continuous update on its knowledge and skill. However, the same is not sufficient considering the complexity of the todays business environment. The Company plans to organize more such training programmes for the overall development of people. Total number of employees in the Company was 430 as on 31st March 2011 as against 449 as on 31st March 2010.

Internal Control System:

The Company maintains a system of internal control designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, compliance with applicable laws and regulations.

Cautionary Statement:

Statements in the Managements discussion and analysis describing the Companys projections, expectations or predictions may be forward - looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include raw material prices, changes in government regulations, tax regimes and economic developments within the country and weather patterns.

3. DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve the resources for working capital and some capital expenditure projects.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr H R Agarwal and Mr M K Vijay retire by rotation and being eligible, offer themselves for re-appointment.

The details about their qualification, other directorships etc. as per Clause 49 of the Listing Agreement are provided separately and annexed to the notice.

5. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors, having ensured through the Officer designated for the purpose, hereby confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

6. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance and the Auditors Certificate in this regard form part of this report and are annexed herewith.

7. AUDITORS & AUDITORS REPORT

The Auditors of the Company M/s Haribhakti & Co., Chartered Accountants retire at the ensuing Annual General Meeting have given their consent for appointment and have also confirmed that their appointment, if made, would be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

Observations made in the Auditors Reports have been adequately dealt with in the notes to the financial statements annexed to the Balance Sheet and Profit & Loss Account.

8. SUBSIDIARY

The Company has no subsidiary as at the end of financial year.

9. HUMAN RESOURCE

The Board of Directors expresses its appreciation for sincere efforts made by the employees of your Company at all levels during the year and for their co-operation.

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report.

10. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has in place a system for controlling and monitoring pollutants at all factories in order to comply with environmental standards and legislation. Your Company is committed to ensuring green and pollution free environment as well as clean and safe workplace at all the plant locations.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant particulars are given in the Annexure to this report.

11. ACKNOWLEDGEMENT

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, financial institutions, bankers, government authorities and the investors for their continued support and confidence in the Company.

On behalf of the Board

A K Nag A K Banerjee

Director Managing Director

Kolkata, 26th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 28th Annual Report of the Company and the Audited Financial Statements for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Year ended Year ended

31.03.2010 31.03.2009

(Rs.000) (Rs.000)

Sales and Other Income (incl. Excise Duty) 41,19,657 38,35,638

Profit prior to Finance charges &

Depreciation 1,73,868 2,84,713

Less : Finance charges 17,663 21,172

Depreciation 91,225 65,995

Profit before Taxation 64,980 1,97,546

Less: Provision for Taxation:

Current Tax 18,547 51,845

Deferred Tax 3,160 13,176

Fringe Benefit Tax - 2,012

Less : Income Tax adjustment for earlier years (972) (18)

Profit after Tax 44,245 1,30,531

Balance carried to Balance Sheet 44,245 1,30,531

2. MANAGEMENT DISCUSSION & ANALYSIS

OVERALL PERFORMANCE

During the year under review your Company has recorded gross turnover of Rs.411.96 crores (as against Rs.383.56 crores in 2008-09) recording a growth of 7%.

The Company has achieved profit before tax of Rs 6.50 crore as against Rs 19.75 crores, and net profit of Rs 4.42 crore as against Rs 13.05 crores in the previous year. The decline in profit is mainly due to loss in molasses distillery due to high prices of molasses during the year as well as due to non-receipt of transport cost reimbursement from the State Government. The profits were also affected due to closure of Marine exports due to delayed receipt of renewed export license from the Statutory Authorities.

The strict control on working capital has helped in reduction on Interest expenses by 17%. The term loans were availed during the year to finance the new IMFL bottling plant set up by the Company. The unsecured Short term loans were borrowed from Bank to meet the short term working capital requirements of the Company.

Earning per equity share is Rs.5.53 as compared to Rs.16.58 per share in previous year due to decline in the profitability during the year.

REVIEW OF DIVISIONAL PERFORMANCES

Alcohol :

The molasses distillery was operated at a much lower capacity due to non-availability of sufficient molasses which is the basic raw materials for the distillery. The Company has to depend on imports from Thailand, Indonesia etc for its molasses requirements. Due to high price of molasses and non-receipt of transportation cost from the Government, Molasses distillery suffered a loss of Rs.19 crores during the financial year. Due to the uncertainty of reimbursement and till realization of claims, further running of molasses distillery is uncertain.

The increase in the grain price in the second half of the year has put the margins of the grain distillery under tremendous pressure. Due to high price of broken grain in the local areas of West Bengal, the Company has to source the materials from other states which has increased the transportation cost.

The margin in the country liquor segment has reduced due to non-revision of bottling charges by the State Government in line with the increase in the input and other manufacturing costs. Due to non-availability of space in the bottling plants and for future expansion, the management is on the look out for new facilities.

IMFL:

On IMFL, your Company has strengthened its position in West Bengal and Orissa. During the year, the Company has sold 5.17 lacs cases of IMFL products in West Bengal, Orissa, Bihar and Assam. The Company has carried out wide promotion for Volga Vodka in West Bengal, Orissa and North East, and is receiving encouraging results from the same. Bihar being a small market for Vodka, the sale has not picked up to the desired extent and the Company has decided to close down the operation in the state and concentrate on its stronghold areas. The Division is continuously improving the standard of its products with better quality spirit produced at its own grain based distillery.

The new state-of-art bottling plant at Dankuni, West Bengal, started its operation during the last quarter of the year. The commencement of the production got delayed almost by a year due to delay in receiving approvals from the State Government. The plant is producing brands of Diageo India (P) Limited and United Spirits Limited.

Marine :

The Marine Process plant could not perform due to shut down of exports during the year. The export license for the marine product which was cancelled/expired got reinstated during the last quarter of the financial year. The exports are expected to start from the current financial year and from the ensuing season. The feed trading business has recorded a growth of 25%.

The domestic business is becoming more challenging and more competitive with new entrants who have done backward integration into prawn cultivation/farming. The Company has to penetrate a lot more into the retail market in order to establish its presence on a pan India basis.

CDM Project :

During the year your Company has been successful in getting the approval from UNFCCC under Kyoto Protocol for its Project, “Avoidance of waste water and onsite energy use emissions and renewal energy generation in distillery unit”. The Company has received approval for issuance of CER for the year 2007 and 2008 for 65,411 ton and 56,418 ton CO2 respectively by UNFCCC, CDM Executive Board.

OPPORTUNITIES & CHALLENGES:

The current accounting year will again be another year of tough challenges. The non-availability of molasses and ban on export by all the sugar producing States is expected to continue and resulting into abnormal increase in the prices of molasses. Secondly, the delay in release of transport cost reimbursement by the State Government has put the Company in a very difficult situation. Due to non-availability of molasses in India, the Company has to depend fully on imports from Thailand, Indonesia and other sugar producing countries. Import of molasses has created a huge pressure on the working capital of the Company.

The sudden increase in prices of grains has increased the raw material prices for grain spirit resulting into lower margins.

The Company is continuing its efforts to attain further efficiencies in fermentation and distillation, improve upon its bio-gas generation to reduce fuel cost, and to further improve power generation to reduce the cost of production and to attain the zero discharge norms. The Company is giving continuous emphasis to cut costs on inputs, minimise wastages and make optimal use of human resources on all fronts.

In IMFL, the Company visualises ample opportunity for the growth as the demand in the industry is growing at 20%. The Company being a regional player in the industry faces a stiff competition from the large Indian houses as well as multinational companies.

The Company expects better demand for its Marine products in the export market due to overall global economic growth and better demand of the frozen sea food. Adverse fluctuation in foreign exchange and the exorbitant increase in the raw material prices have put the exports in a challenging situation. In the domestic market, the Company plans to focus on aggressive marketing its products in order to penetrate into the institutional as well as retail segment in India.

Human Resources:

For the development of the human resources number of training programmes were organized during the year with outside faculties. Employees were also sent to the renowned technical institutes for continuous update on its knowledge and skill. However, the same is not sufficient considering the complexity of the todays business environment. The Company plans to organize more such training programmes for the overall development of our people. Total number of employees in the Company was 449 as on 31st March 2010 as against 421 as on 31st March 2009.

Internal Control System:

The Company maintains a system of internal controls designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, compliance with applicable laws and regulations.

Cautionary Statement:

Statements in the Managements discussion and analysis describing the Companys projections, expectations or predictions may be forward - looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include raw material prices, changes in government regulations, tax regimes and economic developments within the country and weather patterns.

3. DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve the resources for working capital and some capital expenditure projects.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr Nandan Bhattacharya and Mr A K Nag retire by rotation and being eligible, offer themselves for re-appointment.

The details about their qualification, other directorships etc. as per Clause 49 of the Listing Agreement are provided separately and annexed to the notice.

Mr Sudip Kumar Mukherji was appointed as Additional Director on the Board at the Meeting of the Board of Directors of the Company held on 29.10.2009. In terms of section 260 of the Companies Act, 1956, Mr Mukherji will hold office as Director till the date of the forthcoming Annual General Meeting and is eligible for reappointment.

5. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors, having ensured through the Officer designated for the purpose, hereby confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper

explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

6. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance and the Auditors Certificate in this regard form part of this report and are annexed herewith.

7. AUDITORS & AUDITORS REPORT

The Auditors of the Company M/s Haribhakti & Co., Chartered Accountants retire at the ensuing Annual General Meeting have given their consent for appointment and have also confirmed that their appointment, if made, would be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

Observations made in the Auditors’ Reports have been adequately dealt with in the notes to the financial statements annexed to the Balance Sheet and Profit & Loss Account.

8. SUBSIDIARY

The Company has no subsidiary as at the end of the financial year.

9. PERSONNEL

The Directors would like to place on record their appreciation of the dedication and hard work put in by the employees at all levels.

10. HUMAN RESOURCE

The Board of Directors expresses its appreciation for sincere efforts made by the employees of your Company at all levels during the year and for their co-operation.

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report.

11. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has in place a system for controlling and monitoring pollutants at all factories in order to comply with environmental standards and legislation. Your Company is committed to ensuring green and pollution free environment as well as clean and safe workplace at all the plant locations.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant particulars are given in the Annexure to this report.

12. ACKNOWLEDGEMENT

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, financial institutions, bankers, government authorities and the investors for their continued support and confidence in the Company.



On behalf of the Board

Bikram Nag A K Banerjee

Joint Executive

Chairman Managing Director

Kolkata, 29th May, 2010