IFB Industries Limited — Proxy Solicitation & Information Statement 2024

Dec 23, 2024

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23[rd] December, 2024

The Manager Department of Corporate Services BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001

The Manager The National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor Plot No-C/1, G Block, Bandra Kurla Complex Mumbai -400051

The Secretary The Calcutta Stock Exchange Association Ltd. 7 Lyons Range Kolkata-700001

Dear Sir,

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 as set out in the said Notice.

This is for your information and record.

Yours Faithfully,

For IFB INDUSTRIES LIMITED

Digitally signed by RITESH AGARWAL DN: c=IN, st=West Bengal, RITESH 2.5.4.20=5a920ff0946aaf6412725ab05f18d6f29eab70967dedf790497ca46c5cec9693, postalCode=700026, street=KALIGHAT Kalighat SO, pseudonym=8731edcd-4f88-4924-aae0-c576d5eec0f7, title=3550, serialNumber=8a86ff8e60b669ceeb51cbc72e765649889bc3f0cdc9 AGARWAL 02379eb74456df1f6a44, o=Personal, cn=RITESH AGARWAL Date: 2024.12.23 17:09:56 +05'30'

Ritesh Agarwal Company Secretary Encl. As above

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IFB INDUSTRIES LTD.

CIN: L51109WB1974PLC029637 Registered Offi ce: 14 Taratolla Road, Kolkata -700 088 Tel:91 33 30489299, Fax: 91 33 30489230, E-mail: investors@i� global.com Website: www.i� industries.com

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 of the Company,

Notice is hereby given that the resolution set out below is proposed to be passed by the members of IFB Industries Limited (“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 110 of the Companies Act, 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. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 10/2021 dated June 23, 2021, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or reenactment thereof for the time being in force and as amended from time to time).

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules se�ing out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

The Board of Directors has appointed Mr. A.K. Labh, Practising Company Secretary (Membership No. FCS 4848/CP-3238) Proprietor of M/s. A.K. Labh & Co., 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 of the Postal Ballot shall be final.

The Company has engaged the services of National 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 Wednesday, January 22, 2025, (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit his report, a�er 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 Thursday, January 23, 2025, and will be displayed on the Company’s website www.i�industries. com and will also be communicated to the Stock Exchanges, National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (together the “Depositories”). The Company will also display the results of the Postal Ballot at its Registered Office.

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IFB INDUSTRIES LTD.

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SPECIAL BUSINESS:

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

• “ RESOLVED THAT pursuant to provisions of Sections 196, 197, 198, 203, 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 modification(s) or re-enactment(s) thereof, for the time being in force), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendations of the Nomination and Remunerations Commi�ee and the Board, the consent of the members be and is hereby accorded for appointment of Mr. Collegal Srinivasan Govindaraj (DIN: 10149022), as Executive Director - Manufacturing, Home Appliances Business for a period of 3 (three) years, with effect from 26.10.2024, on the terms and conditions including remuneration as set out in explanatory statement a�ached hereto and forming part of this resolution, notwithstanding that the remuneration may exceed the limits prescribed in the provisions of Sections 197, 198 but shall be within the limits prescribed under Schedule V to the Companies Act, 2013 in case of no profits/ inadequate profits during any financial year / period in between.”

“ RESOLVED FURTHER THAT notwithstanding anything contained in Sections 197, 198 and Schedule V of the Companies Act, 2013 or any amendments / re-enactment thereof or any revised/ new schedule thereof, in the event of absence of profits or inadequate profits in any financial year, the salary, perquisites and statutory benefits as set out above forming part of this resolution be paid as minimum remuneration to Mr. Collegal Srinivasan Govindaraj (DIN: 10149022), as Executive Director - Manufacturing, Home Appliances Business 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 in between.”

“ RESOLVED FURTHER THAT the Board (the term “Board” includes Board of Directors of Company and the Nomination and Remuneration Commi�ee) be and is hereby authorized to vary and / or modify the terms and conditions including remuneration, benefits and perquisites payable / made available to the appointee in such manner as may be agreed upon between the board and the appointee.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds and things and execute all such documents, instruments and writings, as may be required and to delegate all or any of its powers herein conferred to any commi�ee of directors or to any director or to any employee of the Company to give effect to the aforesaid resolutions.”

Registered Offi ce : 14, Taratolla Road Kolkata - 700 088 CIN : L51109WB1974PLC029637 E-mail : investors@i�global.com Website : www.i�industries.com Date : 26th October, 2024 Place : Kolkata

By Order of the Board

Ritesh Agarwal Company Secretary Membership No. : A17266

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IFB INDUSTRIES LTD.

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NOTES :

1. A Statement pursuant to Section 102(1) of the Act read with the Rules, se�ing out all material facts relating to the resolution mentioned in this Postal Ballot Notice is a�ached.

2. 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 Beneficial Owners as on Friday, December 13, 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.

3. This Postal Ballot Notice will also be available on the Company's website at www.i�industries. com, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL.

4. 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 requestedtoregisterthe same.

5. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member a�er the Cut-Off Date should treat this notice for information purpose only.

6. Voting rights of a Member / Beneficial 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

7. Pursuant to Sections 108, 110 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 of NSDL as the agency to provide e-voting 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 their vote.

8. The e-voting period commences at 9:00 a.m. (IST) on Tuesday, 24 December, 2024 and ends at 5:00 p.m. (IST) on Wednesday, January 22, 2025. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

9. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. January 22, 2025.

10. All 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 investors@i�global.com .

11. The details of the process and manner for remote e-Voting are explained herein below: Step 1: Access to NSDL e-Voting system

12. Step 2: Cast your vote electronically on NSDL e-Voting system.

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IFB INDUSTRIES LTD.

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Details on Step 1 are mentioned below:

• A) Login method for remote e-Voting 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 facility.

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

**Type of shareholders **	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. h� ps:// eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the“Benef cial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. A� er successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at h� ps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at h� ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: h� ps://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verif cation Code as shown on the screen. A� er successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.

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IFB INDUSTRIES LTD.

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Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia. com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. A� er successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. A� er successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option 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	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any sending a request at	technical issue in login can contact NSDL helpdesk by evoting@nsdl.comor call at 022 - 4886 7000.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any sending a request at no. 1800 22 55 33	technical issue in login can contact CDSL helpdesk by helpdesk.evoting@cdslindia.comor contact at toll free

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IFB INDUSTRIES LTD.

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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 NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: h�ps:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. 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. IDEAS, you can log-in at h�ps://eservices. nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices a�er using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID 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 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.m.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. 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 your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the a�achment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 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’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

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IFB INDUSTRIES LTD.

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1. If you are unable to retrieve or have not received the “ Initial password” or have forgo�en your password:

2. 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.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you 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, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. A�er entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” bu�on.

8. A�er you click on the “Login” bu�on, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. A�er 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.

2. Select “EVEN 132487” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company a�er the notice is send through e-mail and holding shares as of the cut-off date i.e. December 13, 2024, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/ RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your 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 . In case of Individual Shareholders

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IFB INDUSTRIES LTD.

holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company a�er sending of the Notice and holding shares as of the cut-off date i.e. December 13, 2024 may follow steps mentioned in the Postal Ballot Notice under Step 1 :“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 five unsuccessful a�empts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. 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 of www.evoting. nsdl.com or call no.: 022 4886 7000 or send a request to NSDL at evoting@nsdl.co.in

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

1. 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 (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) by email to o investors@i�global.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiaryID), Name, client master or copy of Consolidated Account statement, PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to investors@i�global.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password fore-voting by providing above mentioned documents.

4. 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Statement Pursuant to Section 102(1) of the Companies Act, 2013

As required under section 102 of the Companies Act, 2013 the following explanatory statement sets out all material facts relating to business under Item no. 1 of the accompanying Notice:

Mr. Collegal Srinivasan Govindaraj, 60 (DIN: 10149022), completed his BE in Mechanical Engineering from Bangalore University.

Mr. Govindaraj has worked with some of the renowned organisations like BPL Sanyo Utilities Bangalore, Matsushita Washing Machine India Ltd, LG Electronics India etc. He was in LG Electronics for 10 years as Factory head of Pune factory from the year 2003 to 2013. He joined the Company as

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IFB INDUSTRIES LTD.

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VP Projects in the year 2013 and continued till 2015. He provided consultancy to various companies during the period from 2015 to 2018. He re-joined the Company in June 2018 as CEO - Industrial Business and Projects.

Requisite Notice under Section 160 of the Act proposing the appointment of Mr. Collegal Srinivasan Govindaraj has been received by the Company, and consent has been filed by Mr. Collegal Srinivasan Govindaraj pursuant to Section 152 of the Act.

Mr. Govindaraj has also provided necessary disclosure of Director’s interest and their shareholding u/s 184(1), eligibility to act as a director u/s 164(2) and other declarations as required under various sections of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

At the recommendation of Nomination and Remuneration Commi�ee, the Board of Directors of the Company appointed Mr. Collegal Srinivasan Govindaraj, (DIN: 10149022), as Executive Director - Manufacturing, Home Appliances Business of the Company for a period of three years with effect from 26.10.2024, subject to approval of the shareholders of the Company, in terms of Sections 197, 198, Schedule V and any other applicable provisions of the Companies Act, 2013, at the terms and conditions as set out below :

Remuneration :

• a. Basic Salary: Rs 4,95,653/- (Rupees Four Lakhs ninety-five thousand six hundred fi�y-three only) per month.

• b. House Rent Allowance: Rs 2,47,827/- (Rupees Two Lakhs forty-seven thousand eight hundred twenty-seven only) per month.

• c. Other Allowance: Rs 2,79,105/- (Rupees Two Lakhs seventy-nine thousand one hundred five only) per month.

• d. Medical Reimbursement: As per the rules of the Company.

• e. Leave Travel Allowance: For self and family once in a year incurred in accordance with the Rules of the Company.

• f. Personal Accident Insurance : As per the rules of the Company.

• g. Car : Provision of car for use on Company’s Business will not be considered as perquisite. However, use of car for private purpose will be billed by the Company.

• h. Telephone : Company will reimburse expenses in connection with telephone at residence & mobile connections used for official purposes as per the rules of the Company

• i. Ex-gratia: As per the rules of the Company.

• i) Gratuity : As per the rules of the Company.

• ii) Contribution to the Provident Fund, Superannuation Fund or Annuity Fund : As per the rules of the Company.

• iii) Encashment of leave : As per the rules of the Company. Apart from the aforesaid remuneration. Explanation: For the purpose of this part, `family’ means the spouse and the dependent children.

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IFB INDUSTRIES LTD.

Apart from the aforesaid remuneration, he is entitled to variable incentive pay not exceeding Rs. 20,00,000/- (Rupees Twenty Lakhs only) per year and reimbursement of all expenses incurred in connection with the business of the Company.

The total CTC works out to Rs. 1.64 Crores p.a. (approx.)

The appointee shall not be entitled to any si�ing fees for Board / Commi�ee meetings.

The said perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules 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 terms and conditions of the said appointment and / or agreement are subject to provisions of Sections 196, 197, 203 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 from time to time and may be altered and varied from time to time by the Board/ Commi�ee as it may in its discretion deem fit within the maximum amount of remuneration payable in accordance with the applicable rules and regulations.

The agreement may be terminated by either party giving the other three months’ notice.

The details of other Directorship and Membership in other companies/commi�ees of Mr. Collegal Srinivasan Govindaraj are provided in the'Annexure' to the Notice.

The above may be treated as an abstract of the terms of contract between the Company and Mr. Collegal Srinivasan Govindaraj.

Mr. Collegal Srinivasan Govindaraj is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as a Director. Mr. Collegal Srinivasan Govindaraj is not debarred from holding the office of Director in terms of any SEBI order or by any order of any other authority.

Mr. Collegal Srinivasan Govindaraj shall perform such duties and exercise such powers as are entrusted to him by the Board.

No director, Key managerial personnel or their relatives, except Mr. Collegal Srinivasan Govindaraj to whom resolution relates are concerned or interested, financially or otherwise, in the proposed resolution.

The board recommends the Resolutions set forth in item no. 1 for the approval of shareholders of the Company.

Registered Offi ce : 14, Taratolla Road Kolkata - 700 088 CIN : L51109WB1974PLC029637 E-mail : investors@i�global.com Website : www.i�industries.com

By Order of the Board

Ritesh Agarwal

Company Secretary Membership No. : A17266

Date : 26th October, 2024 Place : Kolkata

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IFB INDUSTRIES LTD.

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

Name of Director	Mr. Collegal Srinivasan Govindaraj
DIN	10149022
Date of birth / Age	13.06.1964 / 60 years
Nationality	Indian
Date of frst appointment on the board	26.10.2024
Qualifcation	BE in Mechanical Engineering from Bangalore University.
Experience in functional area	Mr. Govindaraj has worked with some of the renowned organizations like BPL Sanyo Utilities Bangalore, Matsushita Washing Machine India Ltd, LG Electronics India etc. He was in LG Electronics for 10 years as Factory head of Pune factory from the year 2003 to 2013. He joined the Company as VP Projects in the year 2013 and continued till 2015. He provided consultancy to various companies during the period from 2015 to 2018. He re-joined the Company in June 2018 as CEO- Industrial Business and Projects. He is also a Non-Executive Director on the Board of IFB Refrigeration Limited.
Relationship with other Directors	He is not related to any Director.
Shareholding in the Company	NIL
List of directorship held in other listed companies	NIL
Commi�ee membership in other listed companies	Nil
Resignation from the Directorship of the listed companies in past three years	Nil

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