IFB Agro Industries Ltd — Proxy Solicitation & Information Statement 2024

Mar 28, 2024

nrB Agro Industries Limited

PIot No. - IND-S, Sector-I, East Kolkata Township, Kolkata - 700 107 Phone : 033-39849675 Website : www.ifbagro.in CIN : L01409W81982PLC034590

28rnMarch,2024

ilTB AGR()

The Manager, National Stock Exchange oflndia Ltd. Listing Department Exchange Plaza, 5th floor Plot No. C/L, G. Block Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 Symbol: IFBAGRO

The Secretary BSE Limited. Phiroze f eejebhoy Towers, Dalal Street, Mumbai-400001 Scrip Code: 507438

Dear Sir/Madam,

Sub: Notice of Postal Ballot through Electronic Voting

We enclose, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a copy of the Postal Ballot Notice together with the Explanatory Statement thereto, seeking approval of the Members in respect of the agenda item as set out in the said Notice.

The attached Notice of Postal Ballot is also being made available on the website of the Company at https :// www, ifbagro.in and on the website of NSDL at www.evoting.nsdl.com

This is for your kind information and records

Thanking you

For IFB Agro Industries Limited

Kuntal Roy Digitally signed by Kuntal Roy Date: 2024.03.28 14:59:44 +05'30'

Kuntal Roy COMPANY SECRETARY

IFB AGRO INDUSTRIES LIMITED

CIN: L01409WBl 982PLC034590 Regd. Office: Plot No.-IND-S, Sector-l East Calcutta Township, Kolkata- 700 107 Phone: 033-39849675 Email: compliancei{bagro@ifbglobal.com Website: www.ifbagro.in

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules. 2014)

To the members ofthe Company,

Notice is hereby given that the resolution set out below is proposed to be passed by the members of IFB Agro Industries Limited ("the Company") by means of Postal Ballot, only by way of remote e-voting process ("e-voting"), pursuant to Section 1 l0 of the Companies AcL,2013 ("the Act"), Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") and other applicable provisions of the Act and the Rules, General Circular Nos. 1412020 dated April 8,2020 and 1712020 dated April 13,2020 read with otherrelevantcirculars,includingGeneralCircularNo. 1012021,2012021,3/2022,1ll2022,0912023datedJune23,2021,December8, 202l,May 5,2022, December 28,2022 and September 25,2023 respectively issued by the Ministry of Corporate Affairs ("MCA Circulars"), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard on General Meetings C'SS-2') issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).

The Statement pursuant to Section 102( I ) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal BallotNotice is annexedhereto.

The Board of Directors has appointed Mr. S K Patnaik, Practicing Company Secretary (Membership No. FCS 5699) Partner of M/s. Patnaik & Patnaik, Company Secretaries as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner. The Scrutinizer's decision on the validity ofthe Postal Ballot shall be final.

The Company has engaged the seryices ofNational Securities Depository Limited (NSDL) as the agency to provide e-voting facility.

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Saturday, April 27,2024,(thelast dayto castvote electronically) to be eligible forbeing considered.

The Scrutinizer wili submit his report, after the completion of scrutiny, to the Company Secretary of the Company or any person authorized by him. The results of e-voting will be announced on or before Monday, April 29,2024, and will be displayed on the Company's website www.itbagro.in and will also be communicated to the Stock Exchanges, National Securities Depository Limited C'NSDL') and Central Depository Services (India) Limited ('CDSL') (together the "Depositories"). The Company will also display the results ofthe Postal Ballot at its Registered Office.

SPECIALBUSINESS

1. To consider and if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVEDTHATpursuanttoprovisionsof Sections 196,197,198 andotherapplicableprovisions, if any, oftheCompanies Act, 2013 ("The Act") read with Schedule V to the Act and the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 20 14 (including any stahrtory modification(s) or re-enactment(s) thereof, for the time being in force) and the relevant provisions ofArticles of Association of the Company and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Nomination & Remuneration

Committee consent of the members be and is hereby accorded to redesignate andappointMr. BikramjitNag (DIN:- 00827155) as Chairman ofthe Company w.e.f l3thFebruary, 2024, uptotheremaining period ofhis existing tenwe i.eupto2ltblanuary,2o25, on the terms and conditions including remuneration as set out in explanatory statement attached hereto which is forming part of this resolution, norwithstanding that the remuneration may exceed the limits prescribed in the provisions of Sections 197, 198 and ScheduleVto the CompaniesAct,20l3 in case ofno profits /inadequateprofits during any financial yearlperiod in between."

"RESOLVED FURTHER THAT notwithstanding anything contained in Sections 197,198 and Schedule V of the Companies Act, 20 I 3 or any amendments / re-enactment thereof or any revised,/ new scheduie thereol in the event of absence of prohts or inadequate profits in any financial year, the salary perquisites and statutory benefltts as set out in the explanatory statement be paid as minimum remuneration to Mr. BikramjitNag, (DIN: 00827155), as Chairman of the Company even if it exceeds the various stipulated limits of the various provisions of the Companies Act, 2013 or the rules related thereto during any financial year / period inbetween."

"RESOLVED FURTHER THAT the Board (the term "Board" includes Board of Directors of Company) and the Nomination and Remuneration Committee be and is hereby authorized to vary and / or modiff the terms and conditions including valuation in remuneration, benefits and perquisites payable / made available to the appointee in such manner as may be agreed upon between the Board/Committee andthe appointee."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds aad things and execute all such documents, instruments and writings, as may he required and to delegate all or any of its powers herein confen'ed to any Directors orCompany Secretary ofthe Companyto give effectto the aforesaid resolutions."

By the Order ofthe Board

Registered Office: Plot No. IND-5, Sector - ^| East Calcutta Township, Kolkata - 700 107 CIN: L0 1409WB I 982PLC034590 Email: complianceifbagro@ifbglobal.com Website: www.ifbagro. in Date: 13'' February,2}24 Place: Koikata

Kuntal Roy Company Secretary Membership No. :A36912

NOTES:

• A Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the resolution mentioned inthis Postal BallotNotice is attached.
• 1. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Benehcial Owners as on Friday, March22,2024 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
• 1. This Postal Ballot Notice will also be available on the Company's website at www.ifbagro.in, websites of the Stock Exchanges, that is, BSE Limit€d and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website ofNSDL.
• 1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same.

• 1. Members would be able to cast theirvotes and convey their assent or dissent to the proposed resolutions only through the remote evoting process. Members whose names appear on the Register of Members / List ofBeneficial Owners as on the Cut-OffDate will only be considered eligible for the purpose of e-voting. Aperson who becomes a member after the Cut-OffDate should treat this notice for information purpose only.
• 1. Voting rights ofa Member/ Beneficiai Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-OffDate.
• ⁷. Pursuant to Sections 108, I 10 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services ofNSDL as the agency to provide evoting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting theirvote.
• 1. The e-voting period commences at 9:00 a.m. (IST) on Friday,March29,2024 and ends at 5:00 p.m. (IST) on Saturday, April2T, 2024. Members desiring to exercise theirvote shouldcast theirvote duringthis period, to be eligible forbeing considered.
• 1. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Apn127,2024.
• 1. Al1 documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to complianceifbagro@ifbglobal.com
• ^1I. The details ofthe process and manner for remote e-Voting are explained herein below:

Step I : Access to NSDL e-Voting system

Step 2: Castyourvote electronically andjoinvirtual meeting onNSDLe-Voting system.

Details on Step 1 are mentioned below:

A) Login method for remote e-Voting andjoining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9,2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facilify.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of Shareholders	Login Method
Individual Shareholders holding securities in demat mode withNSDL	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under this will prompt you to "Login" which is available under 'IDeAS' section , enter your existing User ID and Password. AIter successful authentication, you will be able to see e-Voting services underValue added services. Click on'rAccess to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company nam€ or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting yourvote during theremote e-Votingperiod.

IITB AGRO INDUSTRIES LIMITED

Type of Shareholders	Login Method
Individual Shareholders holding securities in dematmode withNSDL	2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal'' or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectRegi sp
	3. Visit the e-Voting website of NSDL. Open web browser by typing th( following URL: https://www.evoting.nsdl.com/ either on a Personar Computer or on a mobile. Once the home page of e-Voting system ir launched, click on the icon "Login" which is available under 'Shareholder/lVlember' section. A new screen will open. You will have tc enter your User ID (i.e. your sixteen digit demat account number hold witl NSDL), Password/OTP and a Verification Code as shown on the screen After successful authentication, you will be redirected to NSDL Depositorl site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting websitt ofNSDLforcastingyourvote during the remote e-Votingperiod.
	4. Shareholders/Members can also download NSDL Mobile App "NSDI Speede" facility by scanning the QR code mentioned below for seamless voting experience.
	NSDL Mobile App is available on
	JnPPStore }. Goosle PloY
	ffi ffi
Individual Shareholders holding securities in dematmodewith CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login througl their existing user id and password. Option will be made available to reacl e-Voting page without any further authentication. The users to login Easi , Easiest are reouested to visit CDSL website www.cdslindia.com and clicl on login icon & New System Myeasi Tab and then user your existing my eas usemame &password.
	2. After successful login the Easi / Easiest user will be able to see the e-VotinE option for eiigible companies where the evoting is in progress as per tht informationprovided by company. On clicking the evoting option, the uset will be able to see e-Voting page ofthe e-Voting service provider for castinp your vote during the remote e-Voting period. Additionally, there is also linkr provided to access the system ofall e-Voting Service Providers, so that tht user can visit the e-Voting service providers' website directly.
	3. Ifthe user is not registered for Easi/Easiest, option to register is available ar CDSL website www.cdslindia.com and click on login & New Systen Myeasi Tab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available or www.cdslindia.com home page. The system will authenticate the user b1 sending OTP on registered Mobile & Email as recorded in the Dema' Account. After successful authentication, user will be able to see the e' Voting option where the evoting is in progress and also able to directll access the system ofall e-Voting Service Providers.

Type of Shareholders

Login Method

Individual Shareholders (holding securities in demat mode) logging through their depository participants

You can also iogin using the login credentials ofyour demat account through youl Depository Parlicipant registered with NSDL/CDSL for e-Voting facility. upor logging in, you will be able to see e-Voting option. Click on e-Voting option, yot will be redirected to NSDL/CDSL Depository site after successfu. authentication, wherein you can see e-Voting feature. Click on company name ol e-Voting service provider i.e. NSDL and you will be redirected to e-Votin5 website ofNSDL for casting yourvote during the remote e-Voting period.

Imoortant note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password ontion available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdeskdetails
Individual Shareholders holding	Members facing any technical issue in login can contact NSDL helpdesk by sending a
securities in demat mode with NSDL	requestat evoting@nsdl.co.inorcallattollfreeno.:022-48867000 and 07.7,-2.4997000
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by sending a
secwities in demat mode with CDSL	request at helpdesk.evoting@cdslindia.com or contact at 1800-22 55 33.

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDLe-Votingwebsite?

• ^I. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ eitheron a Personal Computeror on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. |DEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Onceyou log-in to NSDL eservices after usingyour log-in credentials, click on e-Voting and you canproceed to Step 2 i.e. Castyourvote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat ( NSDL or CDSL) or Physical		YourUserID is
	a) For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is l2++ then youruserlD is IN300 12*'r
b)	For Members who hold shares in demat accountwith CDSL	16 Digit Benehciary ID For example if your Beneficiary ID is l2'r''F+*'r+ then your user JD is 12q.*'f.!t'{(t({.:f d.*:f *
	c) ForMembers holding shares in PhysicalForm	EVEN Number followed by Folio Number registered with the company (For example iffolio number is 001 and EVEN is 101456 then userID is 101456001

IlTIl AGRO INDUSTR]ES LIMITED

• 1. Passworddetails forshareholdersotherthanlndividual shareholders are givenbelow:
• a) Ifyou are already registered for e-Voting, then you can useryour existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your'initial password', you need to enter the 'initial password' and the system will force you to change yourpassword.
• c) How to retrieveyow'initial password'?
  • (i)::I"ffi;[?:ll3,f":Ktil:i:,fi5,x"Jff "H:ii;i#:xli;*"ffi 3T'd#il'l#idT'J#i;: email and open the attachment i.e. a .pdf file. Open the .pdf frle. The password to open the .pdf file is yow ⁸ digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password
  • 0n \$;l"";;'J;r;,f,R;H:l?U,:rT*please follow steps mentioned below in process for those shareholders
• 1. Ifyou are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www. evoting.nsdl. com.
• c) Ifyou are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, yourname and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• '7 . After entering your password, tick onAgree to "Terms and Conditions" by selecting on the checkbox.
• 1. Now, youwill have to click on "Login" button.
• 1. Afteryou click on the "Login" button, Home page of e-Voting will open.

Steo 2: Cast yourvote electronically on NSDLe-Voting system.

How to castyourvote electronically on NSDLe-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies *EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN 128215" ofcompany forwhichyouwish to castyourvote during the remote e-Votingperiod.
• 1. Now you are ready for e-Voting as the Votingpage opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modiff the number of shares for which you wish to castyourvote and click on "Submif'and also "Confirm" whenprompted.
• 1. Upon confitmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout ofthe votes cast by you by clicking on the print option on the conhrmation page.
• 1. Onceyou confirmyowvote on the resolution, youwill notbe allowed to modiffyourvote.

General Guidelines for shareholders

1. Any person holding shares in physical form and non-individual shareholders, who acquires shares ofthe Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-offdate i.e.March22,2024,may obtain the login ID and password by sending a request at evoting@nsdl.com or Issuer/ RTA. However, if you are already registeredwith NSDLforremote e-voting, then you can use your existing user ID andpassword forcasting your vote. Ifyou forgot yow password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on toll free no. 022-4886 7000 and 022-2499-7000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company afler sending of the Notice and holding shares as of the cut-offdate i.e. March 22, 2024 may follow steps mentioned in the Notice of the AGM under Step I :"Access to NSDL e-Voting system"(Above).

• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon hve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/?assword?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section ofwww.evoting.nsdl.com or call on toll free no.: 022-4886 7000 and 022-2499- 7000 or senda request to NSDLatevoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration ofe mail ids for e-voting for the resolutions set out in this notice:

• I. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy ofPAN card), AADHAR (selfattested scanned copy ofAadhar Card) by email to
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of ConsolidatedAccount statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy ofAadhar Card) to complianceifbagro@i{bglobal.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step I (A) i.e. Login method for e-Voting and joining virtual mccting for Individual sharcholdcrs holding sccurities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated Decemb er 9,2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facilify.

Statement Pursuant to Section 102(1) of the CompaniesAct.20l3

As required under section 102 of the Companies Act, 201 3 the following explanatory statement sets out all material facts relating to business under Item no. 1 ofthe accompanying Notice:

Mr. BikramjitNagwas re-appointedbythe Shareholders ofthe Company in its 39thAnnual General Meetingheldon 6thAugust,202l as Joint Executive Chairman of the Company with effect from 26thlanuary,2022 for a term of 3 years. It is proposed to redesignate and appoint him as Chairman of the Company with effect from l3s February 2024. Consequently, Mr. Bikramjit Nag will be re-designated andappointed as Chairman ofthe Companytill the completionofhis termupto25thJanuary,2025.

The terms and conditions ofhis appointment as approved by the Nomination and Remuneration Committee and Board are as under: -

Remuneration:

• a) Salary: { 3,20,000/- (Rupees Three lacs Twenty Thousand only) per month.
• b) HRA : t I ,60,000/- (Rupees One lac Sixty Thousand only) per month.
• c) OtherAllowance: { 1,55,195/- @upees One lac Fifty-Five Thousand One HundredNinety-Five only) permonth
• d) Perquisites : Classified into three categories -A, B and C.

PartA

• a) Medical Reimbursement: At actuals in Indiaand Overseas for selfand family.
• b) Leave Travel Allowance: For self and family, once in a year incurred in accordance with the rules of the Company.
• c) Insurance : As pet the rules of the Company.
• d) Clubfees: FeesofClubssubjecttomaximumoftwoclubs.Thiswillnotincludeadmissionandlifemembershipfees

ililIl AGRO INDUSTRIES LIMITED

PartB

• a) Gratuity asperthe rules ofthe Company.
• b) ConhibutiontotheProvidentFund,SuperannuationFundorAnnuityFund aspertherulesoftheCompany.
• c) Encashmentofleaveaspertherules oftheCompany.

PartC

• a) Car: Provision of car for use on Company's business will not be considered as perquisites. However, use of car forprivate purpose will be billedby the Companyto Mr. BikramjitNag.
• b) Telephone: Company will reimburse the expenses in connection with telephone at residence and mobile connections used for official purpose as perthe rules ofthe Company.

Commission: In addition to Salary Perquisites and other allowances, one percent commission based on the Ner Profits of the Company computed in the manner laid down in Section 198 of the Companies Act,20l3, or any statutory modification or enactment thereo[.

Explanation: For the purpose ofthis part, 'family' means the spouse, the dependent children and dependent parents.

Apart from the aforesaid remuneration, he will be entitled to reimbursement of all expenses incurred in connection with the business of theCompany.

The appointee shall not be entitled to any sitting fees for Board / Committee meetings.

Thesaidperquisitesandallowancesshallbeevaluated,whereverapplicable,aspertheprovisionsoflncomeTaxAct,l96l oranyrules thereunder or any statutory modifications or re-enactment thereof; and in the absence of any such rules, perquisite and allowances shall be evaluated at actual cost. The Company's contribution to Provident Fund, Superannuation orAnnuity Fund, to the extent these singly or together are not taxable under the Income Tax law, gratuity payable and encashment ofleave shall not be included for the purpose of computation of the overall ceiling oftemuneration.

The terms and conditions ofthe said appointment and / or agreement are subject to provisions ofSections I 96, I 97 and other applicable provisions if any, of the Companies Act, 2013 ("The Act") read with Schedule V to the Act and the Companies (Appointment and Remunerations of Managerial Personnel) Rules,2014 including any statutory modifications or enactments thereof fiom time to time and may be altered and varied from time to time by the Board/ Committee as it may in its discretion deem fit within the maximum amount ofremunerationpayable in accordance with the applicable rules and regulations.

No director, Key managerial personnel or their relatives, except Mr. Bikramjit Nag to whom resolution relates are concemed or interested, financially or otherwise, in the proposed resolution.

The abovemaybe treatedas an abskactofthe terms ofcontractbetweenthe Company andMr. BikramjitNag.

The boardrecommends the Special Resolution set forth in item no. I for the approval of Shareholders ofthe Company.

By the Order ofthe Board

Registered Office: Plot No. IND-S, Sector - ^I East Calcutta Township, Kolkata - 700 107 CIN: L0 1409WB I 982PLC034590 Email : compli anceifbagr o@ilb global. com Website: www.ifbagro.in Date: 13'' February,2l24 Place: Kolkata

Kuntal Roy Company Secretary Membership No. :436912

Details of Directors seeking reappointment through Postal Ballot (in pursuance of Clause 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name ofDirector	Mr. BikamjitNag
Date of birth	2',7.09.1973
Nationality	Indian
Date of first appointment on the board	14.10.1997
Qualification	BBA from Richmond College, U.K
Experience in functional area	28 years ofenriched experienced in Strategic Business Management, controls, planning, strategic decision making, etc.
Relationship with other Directors	NIL
Shareholding in the Company	1000
List of directorship held in other listed companies	IFB Industries Limited
Committee membership in other listed companies	Nil
Resignation from the directorship of the listed companies in past three years	Nil