Disclosure Context

IFB Agro Industries Limited submitted a disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015 regarding the proceedings of its 44th Annual General Meeting held on July 29, 2026. The document includes the summary of AGM proceedings, scrutinizer's report, and detailed voting results.

AGM Proceedings Details

The 44th Annual General Meeting of IFB Agro Industries Limited was held on Wednesday, July 29, 2026 at 12:30 PM IST through Video Conferencing/Other Audio Visual Means and concluded at 2:00 PM IST.

Cut-off date for determining shareholders entitled to vote: July 22, 2026

Total shareholders attended: 83 (8 Promoters/Promoter Group, 75 Public)

Total shares outstanding: 93,67,111

Mr. Bikramjit Nag chaired the meeting. Other directors present included Mr. Arup Kumar Banerjee (Executive Vice Chairman), Mr. Sanjoy Dutta, Dr. Janardan Anna Gore, Mr. Malay Kumar Das, Dr. Runu Chakraborty (Independent Directors), Mr. Rahul Choudhary (ED & CFO), and Mr. Santanu Ghosh (ED-Operations & CEO-Distillery Business).

Business Performance Update

Financial Year 2025-26 Performance

The Chairman reported improved business performance during FY 2025-26 compared to the previous year, though operations continued in a challenging environment marked by intense competition.

Distillery Business Challenges

Distillery margins were impacted due to:

  • Stiff price cuts of ENA (Extra Neutral Alcohol) and Ordinary Denatured Spirit (ODS)
  • Marginal drop in raw material prices owing to supply of FCI rice to dedicated ethanol manufacturers
  • Decline in prices of by-products Distiller's Dried Grains with Soluble (DDGS) and Carbon dioxide (CO2) due to excess supply from ethanol plants
  • Intermittent production stoppages due to high stock as customers were reluctant to lift material due to illegal methods adopted by State Excise authorities

The Company wrote numerous letters to the then Excise Commissioner and Hon'ble Chief Minister to stop these practices.

New Ethanol Plant

The newly set up 25 KLPD Ethanol plant at the distillery was successfully commissioned during the year. Ethanol sales will commence in FY 2026-27 once new tenders are floated by Oil Marketing Companies.

IML Industry in Bengal

The Indian Made Liquor (IML) industry in Bengal witnessed nominal growth of 3% during the last 2 years. Effective December 01, 2025, there was an increase in excise duty leading to further price increases. This forced people belonging to lower economic strata to shift toward smaller pack sizes.

The Company reported illegal interference by Excise Authorities at District level, threatening retailers and forcing them not to lift IFB branded products. Various representations were made to the Excise Commissioner, West Bengal since 2020. Under the new regime, representations were submitted to the Chief Secretary seeking independent enquiry and action against concerned Excise officials, including then Excise Commissioners.

The Chairman stated that no such issues with the Excise Department persist under the new regime.

Strategic Acquisition - Aquaculture Feed Business

The Company made a strategic entry into aquaculture feed segment by acquiring commercial compound shrimp feed and freshwater fish feed business in India from Cargill India Private Limited.

Acquisition details:

  • Annual turnover: ₹353 crore as of March 31, 2025
  • Consideration: ₹110 crore plus working capital
  • Assets included: Distribution network, feed formulations, assets, contracts, business liabilities, licenses, employees, and manufacturing facilities at Vijayawada and Rajahmundry, Andhra Pradesh
  • Effective date: August 1, 2025

After acquisition, integration of team and IT system was completed successfully with decent business growth. Margins remained under pressure due to abnormal increase in raw material prices that couldn't be passed on due to price control from Andhra Pradesh Government.

Vietnam Operations

IFB Vietnam transitioned from development and product validation phase to commencement of initial commercial operations. First shipment took place in April 2026. Focus for current financial year is business growth and achieving break-even.

Resolutions Voted Upon

Ordinary Business

1. Adoption of Audited Standalone Financial Statements for year ended March 31, 2026 and reports of Board of Directors and Auditors thereon (Ordinary Resolution)

2. Adoption of Audited Consolidated Financial Statements for year ended March 31, 2026 together with Report of Auditors thereon (Ordinary Resolution)

3. Appointment of Mr. Arup Kumar Banerjee (DIN: 00336225) as Director who retires by rotation and seeks re-appointment (Ordinary Resolution)

Special Business

4. Appointment of Mr. Rahul Choudhary (DIN: 00075875) as Director (Ordinary Resolution)

5. Appointment of Mr. Rahul Choudhary as Whole-time Director designated as Executive Director-Finance, Strategy & Acquisition and Chief Financial Officer for 5 years effective May 28, 2026 (Special Resolution)

6. Appointment of Mr. Santanu Ghosh (DIN: 02902285) as Director (Ordinary Resolution)

7. Appointment of Mr. Santanu Ghosh as Whole-time Director designated as Executive Director-Operations & CEO-Distillery Business for 3 years effective May 28, 2026 (Special Resolution)

Voting Results

Total votes polled: 61,24,514 shares (65.3832% of outstanding shares)

Resolution 1 (Financial Statements Adoption)

  • Votes in favor: 61,24,452 (99.9990%)
  • Votes against: 62 (0.0010%)
  • Invalid votes: 0

Resolution 2 (Arup Kumar Banerjee Re-appointment)

  • Votes in favor: 61,15,214 (99.8465%)
  • Votes against: 9,400 (0.1535%)
  • Invalid votes: 0

Resolution 3 (Rahul Choudhary as Director)

  • Votes in favor: 61,24,452 (99.9990%)
  • Votes against: 62 (0.0010%)
  • Invalid votes: 0

Resolution 4 (Rahul Choudhary as Whole-time Director)

  • Votes in favor: 61,24,452 (99.9990%)
  • Votes against: 62 (0.0010%)
  • Invalid votes: 0

Resolution 5 (Santanu Ghosh as Director)

  • Votes in favor: 61,24,452 (99.9990%)
  • Votes against: 62 (0.0010%)
  • Invalid votes: 0

Resolution 6 (Santanu Ghosh as Whole-time Director)

  • Votes in favor: 61,24,452 (99.9990%)
  • Votes against: 62 (0.0010%)
  • Invalid votes: 0

Scrutinizer's Report

Mr. Atul Kumar Labh, Practising Company Secretary (FCS - 4848 ICP - 3238) and partner of M/s. Labh & Labh Associates was appointed as scrutinizer.

Remote e-voting period: July 26, 2026 (9:00 AM IST) to July 28, 2026 (5:00 PM IST)

Votes were unblocked on July 29, 2026 around 2:20 PM in presence of two witnesses: Ms. Muskan Jaiswal and Ms. Anushree Dasgupta.

All resolutions were passed with requisite majority. The e-voting files were returned to the Company Secretary for safe keeping.

Additional Information

The Auditors Report for 2025-26 was unmodified with no qualifications. The Secretarial Auditor's Reports had no qualifications, observations, or adverse remarks.

The Registers required under Companies Act, 2013 were available for inspection during the meeting duration. Shareholders who hadn't cast votes through remote e-voting were provided opportunity to cast votes electronically at the end of the meeting.