DIRECTORS' REPORT

The Board of Directors present the Forty-Fourth Annual Report ofthe Company together with the Audited Financial Statements for the
financial year ended 31st March, 2026.

Financial Results & Performance Review

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

(' in Crores)

Consolidated figure includes standalone figures and figures of the Wholly Owned Subsidiaries for the Financial Year ended 31st
March, 2026.

Standalone

During the year under review, your Company recorded gross operational revenue of ' 1,911.57 Crs. (as against ' 1,538.49 Crs. in
2024-25) recording an increase of24.25% compared to previous year.

Operational profit (EBITDA) increased to ' 124.28 Crs. in 2025-26 (as against profit of' 59.24 Crs. in 2024-25).

Your Company incurred a Profit before tax of ' 85.24 Crs. (as against ' 39.18 Crs. in 2024-25) and net profit of ' 60.90 Crs. (as against
profit of' 25.47 Crs. in 2024-25).

Consolidated

Gross Revenue from Operations on consolidated basis increased from ' 1,538.49 Crs. to ' 1,911.57 Crs., an increase of 24.25%
compared to previous year. Profit before depreciation, finance cost and tax on a consolidated basis increased to ' 120.46 Crs. as against '
56.13 Crs. in 2024-25.

During the year under review, India Ratings and Research (IND-Ra) has maintained your Company's Long Term issuer rating at 'IND A '.
Your Company operates in two segments: (1) Spirit, Spirituous Beverages and allied products and (2) Marine Products.

Spirit, Liquor and Spirituous Beverages:-

The performance for the FY 2025-26 was better compared to last financial year, but the business witnessed challenging environment
and tough competition.

The ethanol industry in India, particularly in West Bengal, has witnessed rapid expansion over the past year. Several newly
commissioned ethanol distilleries have been set up with dual Extra Neutral Alcohol (ENA) production facilities, which has further
intensified competition in the State. Distillery margins were impacted due to stiff price cut of the ENA and Ordinary Denatured Spirit
(ODS), notwithstanding a marginal drop in raw material prices owing to the supply of FCI rice to dedicated ethanol manufacturers.
Margins also declined as the price of by-products Distiller's Dried Grains with Soluble (DDGS) and Carbon di-oxide (CO) have
decreased due to excess supply by these ethanol plants. Operations at the distillery were 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 Excise Commissioner and the then Hon'ble Chief Minister to stop this.

The newly set up 25 KLPD Ethanol plant at the distillery was successfully commissioned during the year. But the sale of Ethanol will
start in the FY 26-27 once new tenders are floated by the Oil and Marketing Companies.

Indian Made Liquor (IML) industry in Bengal witnessed a nominal growth of 3% during the last 2 years, as there has been frequent
increase in the prices of the product by the Excise Department. Effective December 01, 2025, there was again an increase in the excise
duty leading to further increase in the prices. This abnormal price increase has forced the people belonging to lower economic strata to
shift towards the smaller pack sizes. The illegal interference of the Excise Authorities at the District level continued, threatening
to retailers of dire consequences and forcing the retailers, not to lift the IFB branded 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 has been pending since 2020.

Representation was also made to the then Hon'ble Chief Minister ofWest Bengal to intervene.

Marine Products:

Export of Shrimps from India to USA (the country with highest export from India) faced severe challenge due to imposition of tariff by
the USA Government. The Company's marine export increased from ' 213 Crs. to ' 273 Crs. as Company's dependence on USA
market is limited. Non-availability of raw shrimp in West Bengal for almost 6-7 month in a year, has made the business for the
company more challenging as the processing unit is situated in West Bengal only.

During the year under review, the Company made a strategic entry into the aquaculture feed segment by acquisition of the shrimp feed
and freshwater fish feed business of India of Cargill India Private Limited, having an annual turnover of ' 353 Crs. as on 31^st March
2025, including its established manufacturing facilities at Vijayawada and Rajahmundry, along with a well-entrenched distribution
network, product portfolio, and associated business assets with effect from August 1,2025, at a price of' 110 Crs. plus working capital.
This acquisition marks a significant milestone in the Company's growth strategy and is expected to strengthen its presence in the high-
potential aquaculture sector.

Post-acquisition, the Marine Feed Division operated in a dynamic and challenging environment, characterized by elevated raw
material prices and industry-wide margin pressures. The Company has taken a cautious and calibrated approach in this segment,
focusing on improving operational efficiencies, optimizing cost structures, and strengthening its market positioning. Marine domestic
food business grew by 23% due to growth in both retail and HORECA segment. The growth in the branded retail business has grown by
90% over last year. Much of this is from the Q-com & E-com showing the potential to grow the brand Pan-India. 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 Company undertook a project of value added sea food manufacturing in Vietnam, in a capex
light model investment in some key machineries installed in a third party plant. During the year, the IFB Vietnam Company Ltd
transitioned from the development and product validation phase to the commencement of initial commercial operations. The first
shipment took place in April, 26. The facility is operational and aligned with international quality and food safety standards. IFB Agro
Marine (FZE), Wholly Owned subsidiary in UAE closed its operation w.e.f. 25^s' September, 2025.

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 ENA including its by-products.

The aqua feed business is also likely to face severe challenge as the input price has significantly increased which could not be passed on
to the consumers as the Andhra Pradesh Government has not allowed to increase the prices of Shrimp feed. Geopolitical uncertainties
have made the export business more challenging as it has increased the pricing dynamics, higher ocean freight and delay in the delivery
due to non availability ofthe shipping lines.

The Company remains cautiously optimistic and is aligning its strategies to capitalize on emerging opportunities while mitigating
external risks. In view of the recent acquisition, the feed manufacturing project at Balasore has been kept in abeyance.

During 2026-27, efforts will be directed towards growing the acquired aqua feed business and ensuring improved margins and better
returns on capital employed, through better procurement of key raw materials such as non-edible rice, shrimps, etc., and tight control
over overheads. The Company will also focus on making the value added project in Vietnam successful. 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 of wastages 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 have 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.

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 7 (Seven) times during the financial year from 01 April 2025 to 31 March 2026. The dates on which the
meetings were held are as follows :

28^th April, 2025, 29^th May, 2025, 30^th May, 2025, 28^th July, 2025, 31^st October, 2025, 30^th January, 2026 and 30^th March, 2026.

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.

ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(a) ofthe Act read with the Companies (Management &
Administration) Amendment Rules, 2020, the Annual Return for the Financial Year 2025-2026 in the prescribed format is available at
the Company's Official website at the weblink: https://www.ifbagro.in

BOARD OF DIRECTORS

As on 31^st March, 2026, the Board consists of 6 Directors, comprising of 4 Independent Directors and 2 Executive Directors, details of
which have been provided in the Corporate Governance Report.

In terms of the requirement of the SEBI (LODR) Regulations, the Board has identified core skills, expertise and competencies of the
Directors in the context ofthe Company's businesses. The list ofkey skills, expertise and core competencies ofthe Board of Directors is
detailed in the Corporate Governance Report.

Mr. Arup Kumar Baneijee (DIN 00336225) was reappointed as Executive Vice Chairman of the Company for a period of two years
w.e.f 30^th July, 2025 and the same was approved by the shareholders at the 43 ^rd Annual General Meeting of the Company held on
30^th July, 2025.

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.

Based on the recommendation of Nomination and Remuneration Committee (“NRC”), and in terms of the provisions of the Act, the
Board of Directors at its meeting held on 28^th May, 2026 :

a. Appointed Mr. Rahul Choudhary (DIN: 00075875) as the Whole-time Director designated as Executive Director - Finance,
Strategy & Acquisition and Chief Financial Officer for a term of five years commencing from 28^th May, 2026 to 27^th May, 2031,
subject to approval of the Members at the ensuing Annual General Meeting (“AGM”). A resolution seeking Member's approval
for his appointment forms part of the Notice for the ensuing AGM.

b. Appointed Mr. Santanu Ghosh (DIN: 02902285) as the Whole-time Director designated as Executive Director - Operations for a
term of three years commencing from 28^th May, 2026 to 27^th May, 2029, subject to approval of the Members at the ensuing Annual
General Meeting (“AGM”). He will also continue as CEO -Distillery. A resolution seeking Member's approval for his
appointment forms part ofthe Notice for the ensuing AGM.

Both Mr. Rahul Choudhary (DIN: 00075875) and Mr. Santanu Ghosh (DIN: 02902285) fulfill the conditions specified in the Act and
the Rules thereunder and are not debarred to hold the office of Wholetime Director pursuant to any order of SEBI or any other authority.
Details with regard to their appointment have 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. Both Mr. Rahul Choudhary (DIN: 00075875) and Mr. Santanu Ghosh (DIN:
02902285) have 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 their appointment.

Appropriate resolutions seeking the appointment/reappointment 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 ofthe Company.

KEY MANAGERIAL PERSONNEL

During the year Mr. Siddhartha Basu- CFO, Marine Division has been redesignated as Head-Commercial & Integration, Marine
Division with effect from 27* August, 2025.

Apart from the above, there is no other change in 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 Listing Regulations. The declarations were noted by the Board at its meeting held on 28^th May, 2026. 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. 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 ofDirectors) 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) and Schedule IV of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015, including the Master Circular dated January 30, 2026.

In the Board meeting held dated, 28^th May, 2026, 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.

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^s1 March, 2026, to review the performance of
the Non- Independent Directors, Chairman and the Board as a whole.

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/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 31.03.2026 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 (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/assets/pdf/Nomination-and-remuneration-policy.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. There is no outstanding balance as on 31st March 2026.

SECRETARIAL AUDITOR

At the 43 ^rd Annual General Meeting held on 3 0^th July, 2025 the shareholders of the company appointed M/s LABH & LABH Associates,
Company Secretaries (FRN : P2025WB105500) pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015, as the Secretarial
Auditor of the Company for a term of five consecutive years i.e. 2025-2026 to 2029-2030 from the conclusion of 43 ^rd Annual General
Meeting to the conclusion of 48^th Annual General Meeting.

The Secretarial Auditors' Report for the financial year ending 31^st March 2026 is given in Annexure I, which forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & 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 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 containing 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 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report and is available on the
website ofthe Company, at www.ifbagro.in.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, investments and 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 587 as on 31^st March 2026.

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, 2026.
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 (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.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), 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 ofthe Company are listed with the BSE Limited and National Stock Exchange of India Limited and the Company has
paid the Annual listing fee for the year 2026-27 to each of the said Exchanges. The Annual Custody/ issuer fee for the year 2026-27 has
been paid by the Company to NSDL and CDSL.

DEMATERIALISATION OF SHARES:

96.04% of the Company's paid up Equity Share Capital is in dematerialized form as on 31^st March 2026 and balance 3.96% is in
physical form. The Company's Registrars are M/s MUFG Intime India Private Limited (CB Management Services Private Limited has
merged with MUFG Intime India Private Limited pursuant to Order passed by Regional Director (WR), Registrar of Companies,
Mumbai effective May 8, 2026), having their registered office at C-101,1ST FLOOR, 247 PARK, L.B.S. MARG, VIKHROLI
(WEST), Maharashtra, India, 400083.

The paid-up share capital of the Company as at 31^st March 2026 remained unchanged and it stood at ' 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 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The
programmes are aimed at creating a significant positive impact on the identified stakeholders as per the Company's comprehensive
CSR Policy. 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 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 c) Promoting Healthcare and safe drinking water, (d) Rural Development & Livelihood
enhancement were undertaken in line with the CSR policy. The Company made expenditure on CSR for an amount of ' 64.64 lakhs
against the stipulated amount of Rs. 62.05 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 of the 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

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 20^th 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.

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. The necessary formalities in this regard have been concluded w.e.f 25^th September, 2025.

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. During the year, the IFB Vietnam
Company Ltd transitioned from the development and product validation phase to the commencement of initial commercial operations
and the first shipment took place in April 2026.

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 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 on which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 ofthe Act.

During the year under review, the Policy has been amended to incorporate the regulatory amendments as mandated in the SEBI Listing
Regulations.

There were no materially significant related party transactions which could have potential conflict with interest of the 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 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/Policy 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 of the Statutory Auditors, M/s.
MSKA & Associates LLP (formerly known as MSKA & Associates), 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 ofthis 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. MSKA & Associates LLP
(formerly known as MSKA & Associates) (Firm Registration No.: 105047W/W101187), Chartered Accountants as the Statutory
Auditors of the Company for a term of five consecutive years from the conclusion of 42^nd Annual General Meeting to the conclusion of
47^th Annual General Meeting.

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 forms part ofthe Annual Report 2025-2026.

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.

COST RECORDS

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

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Board of Directors hereby confirms that the Company has complied with all applicable provisions of the Maternity Benefit
Act, 1961. The Company provides 26 weeks of paid maternity leave to eligible female employees and ensures additional benefits
as per statutory requirements.

SECRETARIAL STANDARDS

The 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 approved by the Central Government u/s 118(10) of the Act 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.

Acknowledgements:

The Board thanks the customers, vendors, dealers, investors, business associates and bankers for their continued support during the
year. The Board places on record its appreciation ofthe contribution made by employees at all levels. The Company's resilience to meet
challenges was made possible by their hard work, solidarity, co-operation and support. The Board would also like to express its sincere
appreciation for the assistance and co-operation received from the financial institutions, banks and regulatory authorities, stock
exchangesfor their support and looks forward to their continued support in thefuture.

On behalf of the Board

Registered Office: Arup Kumar Banerjee Rahul Choudhary

Plot No. IND-5, Sector - 1 Executive Vice Chairman Executive Director-Finance, Strategy

East Kolkata Township (DIN: 00336225) & Aquisition and Chief Financial Officer

Kolkata - 700 107 (DIN : 00075875)

CIN: L01409WB1982PLC034590
E-mail: complianceifbagro@ifbglobal.com
Website : www.ifbagro.in
Date : 28^th May, 2026