IFS Agro Industries Limited

Plot No. - IND-5, Sector-1, East Kolkata Township, Kolkata - 700 107 Phone : 033-39849675 Website : www.ifbagro.in CIN : L01409WB1982PLC034590

6th August, 2021

IFB AGRO

The Manager The Secretary, National Stock Exchange of India Ltd. Bombay Stock Exchange of India Ltd Listing Department Phiroze Jeejebhoy Towers Exchange Plaza, 5th floor Dalal Street, Plot No. C/1, G. Block Mumbai-400001 Bandra Kurla Complex, Bandra (E) Mumbai - 400 051

Stock Code: IFB Agro EQ Scrip ID: 507438

Dear Sir,

re under R ion 3 R ion 2015.

We enclose, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), a summary of the proceedings of the 39th Annual General Meeting ('AGM) of the Company held on Friday, 6th August, 2021 at 12.45 pm and concluded at 1.45 p.m through Video Conferencing (VC)/Other Audio Video Means (OAVM}.

Weare also enclosing the report of the Scrutinizer on remote e-voting and e-voting during the AGM in the prescribed format in terms of Regulation 44(3) of the Listing Regulations.

This is for your kind information and records.

Thanking you,

Yours faithfully For IFB AGRO a LIMITED ——— t a

x tise, eri]

Ritesh Ag wal Company Secretary

SUMMARY OF THE PROCEEDINGS OE THE 39" ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF IFB AGRO INDUSTRIES LIMITED HELD ON FRIDAY AUGUST 6, 2021 AT 12.45 P.M THROUGH VIDEO CONFERENCING (VC)/OTHER AUDIO-VISUAL MEANS ('OAVM')

The 39!" AGM of the Members of IFB Agro Industries Limited ('the Company') was held on Friday, August 6, 2021 at 12.45 p.m. (IST) through Video Conferencing ('VC')/Other Audio-Visual Means (''OAVM!).

The Meeting was conducted in accordance with the circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India ('SEBI'). Mr. Ritesh Agarwal, Company Secretary, welcomed the Members to the Meeting and briefed them on details relating to their participation at the Meeting through audio visual means.

Mr. Bijon Nag, Chairman of the Company, chaired the Meeting. The Chairman welcomed the shareholders to the Meeting and on requisite quorum being present, called the Meeting to order. Total 58 nos. of Shareholders/ Members attended the AGM through NSDL evoting platform.

Mr. Sudip Kumar Mukherji, Independent Director and Mr. Arup Kumar Banerjee, Vice Chairman and Managing Director joined the meeting from the Registered Office of the Company. Save and except the same, all other Directors of the Company were present at the Meeting through VC/OAVM from their respective locations. The respective Chairpersons of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee etc., were also present at the AGM. The Chairman welcomed all the Directors present and introduced them to the Members.

The Chairman introduced Mr. Rahul Choudhary, Chief Financial Officer of the Company to the Members. He also informed the members that Mr. Vivek Gupta, representative of B S R & Co LLP, Chartered Accountants, Statutory Auditors and Mr. S.K.Patnaik, Secretarial Auditors and Scrutinizers for the remote e-voting and the e-voting during the proceedings of the AGM, were also present at the Meeting through VC/OAVM.

The Chairman then informed the Members that, the proceedings of the Meeting were also being webcast and could be viewed live by Members by logging in to NSDL website. The Company had engaged the services of NSDL to provide remote e-Voting facility which commenced on Tuesday, August 3, 2021 (9:00 A.M. IST) and ended on August 5, 2021 (5:00 P.M. IST) and e-Voting facility during the AGM to all the eligible Members to enable them to cast their votes electronically in respect of the businesses transacted at the Meeting. Since there was no physical attendance of Members and in compliance with the Circulars issued by the MCA and SEBI, Members were informed that the requirement of appointing proxies was not applicable. Further, the Registers as required under the Companies Act,2013 were available for inspection in electronic mode.

With the consent of the Members present, the Notice convening the AGM and the Auditor's Report for the year ended March 31,2021 were taken as read. There were no qualifications, observations or adverse remarks in the Statutory and Secretarial Auditor's Reports.

Thereafter, Chairman requested Mr. Bikramjit Nag, Joint Executive Chairman & Managing Director of the Company to continue with the proceedings.

Mr. Bikramjit Nag, Joint Executive Chairman then made his opening remarks with respect to macroeconomic environment, Company's performance for the Financia! year 2020-21, strategic directions and future outlook.

In terms of the Notice dated June 17, 2021 convening the 39" AGM of the Company, the following business were transacted at the Meeting through remote e-voting.

1. To adopt:

2. a. the Audited Standalone Financial Statements of the company for the year ended 31 March 2021 and the reports of the Board of Directors and Auditors thereon.

3. b. Audited Consolidated Financial Statements of the Company for the year ended March 31,2021 together with the Report of the Auditors thereon.
4. 1. Appointment of Director in place of Mr. Bikramjit Nag (DIN: 00827155) as director who retires by rotation and being eligible seeks re- appointment.
5. 1. Approval of the re-appointment of Mr. Bikramjit Nag (DIN: 00827155) as Joint Executive Chairman to the for a period of three years (Ordinary Resolution).

Members who had registered themselves as speaker shareholders were present at the Meeting and were given an opportunity to ask questions and seek clarification(s). Mr. Bikramjit Nag, Joint Executive Chairman appropriately responded to the questions raised.

Post the question and answer session, the Chairman authorized Mr. Ritesh Agarwal, Company Secretary to carry out the e-voting process and conclude the Meeting. The Chairman further informed the Members that the consolidated voting results will be disseminated to the Stock Exchanges on which the Company's shares are listed and will also be made available on the website of the Company at www. ifbagro.in and the National Securities Depository Limited at [email protected] within two working days of the conclusion of the Meeting.

The Chairman then thanked the Members for their continued support and for attending and participating in the Meeting. He also thanked the Directors for joining the Meeting virtually.

The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their vote. The meeting ended with vote of thanks to the Chair.

The meeting concluded at 1:45 p.m.

Post the conclusion of the remote e-voting, the Scrutinizers' report was received. All the Resolutions have been passed with requisite majority. This is for your information and records.

39" Annual General Meeting of IFB Agro Industries Limited - details of voting results

Ordinary Business

• a. the Audited Standalone Financial Statements of the company for the year ended 31 March 2021 and the reports of the Board of Directors and Auditors thereon.
• b. Audited Consolidated Financial Statements of the Company for the year ended March 31,2021 together with the Report of the Auditors thereon.

Special Business

1. Approval of the re-appointment of Mr. Bikramjit Nag (DIN: 00827155) as Joint Executive Chairman for a period of three years (Ordinary Resolution).

All the Resolutions for consideration at the 39** AGM in respect of the items set out in the Notice dated 17" June, 2021, have been passed by the Members by requisite majority through remote evoting and e-voting during the AGM.

E-mail: [email protected]

CONSOLIDATED REPORT OF SCRUTINIZER

[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014, as amended]

To The Chairman, IFB Agro Industries Limited Plot No:-IND-5, Sector-I, East Kolkata Township, Kolkata-700107,

Dear Sir,

Sub: Consolidated Scrutinizer's Report on remote e-voting and e-voting at 39 Annual General Meeting of IFB Agro Industries Limited held on Friday, August 6, 2021 at 12.45 p.m. through video conferencing ("VC")/other audio visual means ("OAVM") conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015.

1, S. K. Patnaik, Partner of Patnaik & Patnaik, Practicing Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of IFB Agro Industries Limited ("the Company") for the purpose of scrutinizing the process of voting through electronic means ("evoting") on the resolutions contained in the notice dated June 17, 2021 ("Notice") issued in accordance with General Circular No. 14/2020, 17/2020, 20/2020 and 2/2021 dated 8th April 2020, 13 April 2020, 5% May 2020 and 13 January 2021 respectively, issued by Ministry of Corporate Affairs ("MCA") (collectively referred to as "MCA Circulars") and SEBI circulars dated May 12, 2020 and January 15, 2021 (collectively referred to as "SEBI Circulars") calling the 39th AGM of its Equity Shareholders ("the meeting"/ "AGM™") through VC/OAVM. The AGM was convened on Friday, August 6, 2021 at 12.45 p.m. IST through VC/OAVM.

The said appointment as scrutinizer is under the provisions of section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended ("the Rules"). As the scrutinizer, I have to scrutinize:

• a) Process of e-voting remotely, before the AGM, using an electronic voting system on the dates referred to in the Notice calling the AGM ("remote e-voting"); and
• b) Process of e-voting at the AGM through electronic voting system ("e-voting")

The compliance with the provisions of the Companies Act, 2013 and the rules made thereunder relating to voting through electronic means (by remote e-voting) and electronic voting (e-voting) at the AGM by the shareholders on the resolutions proposed in the Notice convening the 39th AGM of the Company is the responsibility of the management. My responsibility as a scrutinizer is to ensure that the voting process both through remote e-voting and e-voting at the AGM are conducted in a fair and transparent manner and render consolidated scrutinizer's report of the

The notice dated June 17, 2021, convening the AGM, was sent to the shareholders in respect of the below mentioned resolutions to be passed at the AGM through electronic mode to those Members whose email addresses are registered with the Company /Depositories, in compliance with the MCA Circulars dated May 5, 2020 and January 13, 2021 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars") and SEBI circulars dated May 12, 2020 and January 15, 2021.

The Company had availed the e-voting facility offered by National Securities Depository Limited (NSDL) for both e-voting prior to the AGM (remove e-voting) and voting at the AGM by electronic means (e-voting) by the shareholders of the Company.

In accordance with the notice of the 39tt AGM and the 'Advertisement' published pursuant to Rule 20(4)(v) of the Companies (Management and Administration) Rules, 2014 (Amendment Rules, 2015) on July 15, 2021, the voting period for remote e-voting commenced on Tuesday, August 3, 2021 (9:00 a.m. IST) and ended on Thursday, August 5, 2021 (5:00 p.m. IST) and the NSDL e-voting platform was disabled thereafter.

The Company had also provided e-voting facility to the shareholders present at the AGM through VC/OAVM. The names of the shareholders who had voted by remote e-voting through the facility provided by NSDL had been blocked and only those members who were present at the AGM through VC and who had not voted on remote e-voting were allowed to cast their votes through e-voting system during the AGM.

The shareholders of the Company holding shares as on the "cut-off" date of Friday, July 30, 2021 were entitled to vote on the resolutions as contained in the Notice of the AGM.

After closure of e-voting at the AGM, the votes cast through e-voting at the AGM and through remote e-voting prior to the date of AGM were unblocked and downloaded from the e-voting website of National Securities Depository Limited (https://www.evoting.nsdl.com). The evoting data/results downloaded from the e-voting system of NSDL were scrutinized and reviewed, the votes were counted, and the results were prepared.

I submit herewith the consolidated scrutinizer's report on the result of the remote e-voting and evoting at the AGM, based on the reports downloaded from NSDL e-voting system as under:-

Ordinary Business

(a) Resolution No. 1: (Ordinary Resolution)

To receive, consider and adopt:

i) Audited Standalone Financial Statements of the Company for the financial year ended 31 March 2021, together with the Reports of the Board of Directors ("the Board") and Auditors thereon; and

ii) Audited Consolidated Financial Statements of the Company for the year ended 31 March 2021 together with the Report of the Auditors thereon.

(i) Voted in favour of the resolution:

(b) Resolution No. 2: (Ordinary Resolution)

Special Business

(c) Resolution No. 3: (Ordinary Resolution)

To re-appoint Mr. Bikramjit Nag (DIN: 00827155) as Joint Executive Chairman of the Company.

(i) Voted in favour of the resolution:

(ii) Voted against the resolution:

(iii) Invalid votes:

Thanking You,

Yours faithfully, For Patnaik & Patnaik Company Secretaries

S. K. Patnaik Partner FCS No.:5699 C.P, No; 7117

UDIN: F005699C000746736

Place: Kolkata Date: August 6, 2021