Gujchem Distillers India Ltd Directors Report

Dear Shareholders,

The Board of Directors of ZR2 Bioenergy Limited (the "Company") are pleased to present the 86^th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31^st March, 2025 ("Financial year under review").

1. FINANCIAL PERFORMANCE:

The Companys financial performance for the financial year ended 31^st March 2025 as compared to the previous financial year ended 31^st March 2024 is summarized below:

( In Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25
Income
Revenue From Operations	149.45	157.37	149.45
Other Income	62.27	31.44	64.27
Total Income	211.72	188.81	213.72
Expenses
Operating Cost	125.60	132.24	125.60
Employee Benefits Expense	18.11	1.35	18.11
Finance Costs	0.01	19.36	0.01
Depreciation and Amortization Expense	4.35	0.14	4.35
Other Expenses	44.26	12.18	45.46
Total Expenses	192.33	165.27	193.53
Profit Before Tax and Exceptional Items	19.40	23.54	20.19
Exceptional items	-	14.56	-
Profit/(Loss) before Tax	19.40	38.10	20.19
Current Tax	-	2.67	-
Deferred Tax	11.17	(3.49)	11.17
Profit/(Loss) after Tax	8.22	38.92	9.02
Other comprehensive income	-	-	-
Total Comprehensive Income for the year	8.22	38.92	9.02

The Company did not have any subsidiary from 1^st April, 2023 to 31^st March, 2024. Accordingly, the requirement to present consolidated financial statements is not applicable, and hence consolidated figures have not been provided for the FY 2023-24.

The Company has prepared the Financial Statements in accordance with Indian Accounting Standards ("IND AS") as notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

A. SUBSIDIARY, ASSOCIATES AND JOINT VENTURES:

During the financial year under review, your Company incorporated a wholly owned subsidiary Company i.e. ZR2 Solar Private Limited on 4^th October, 2024. Further the company does not have any associates and joint venture company.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiary in Form AOC-1, as Annexure I which forms part of this Report.

B. TRANSFER TO RESERVES:

Your Company has not transferred any amount to General Reserve during the financial year under review.

C. OPERATIONS AND FUTURE OUTLOOK:

For the Financial Year ended 31^st March, 2025, your Company earned total revenue of 149.45 Lakhs as against total revenue of 157.37 lakhs in the previous Financial Year ended 31^st March, 2024.

Due to awaiting of formal execution of BOOT (Build-Own-Operate-Transfer) Agreement, currently Company has not commenced its manufacturing activities. However, the same are expected to start by end of this Financial Year. Detailed note w.r.t. This is mentioned in the subsequent parts of this report.

D. STATE OF COMPANIES AFFAIRS:

• OPEN OFFER AND CHANGE IN MANAGEMENT:

M/s. ZR2 Group Holdings Limited as Acquirer have entered into a Share Purchase Agreement ("SPA") dated 10^th May, 2024 with the promoters and promoter group of the Company for acquisition of 21,75,640 (Twenty One Lakhs, Seventy Five Thousand and Six Hundred Forty) Equity Shares ("Sale Shares") of Face Value of 1/- each representing 60.96% of the paid up and voting Equity Share capital of the Company.

The Acquirers made an open offer to the public shareholders under the SEBI (SAST) Regulations, 2011 and acquired control of the Company. Further M/s. ZR2 Group Holdings Limited has acquired the Equity Shares of old promoters and became the promoters of the Company through an open offer in accordance with SEBI (SAST) Regulations, 2011. The Company has been taken over by new promoters and management from 26^th July, 2024.

• CHANGE IN THE NAME OF THE COMPANY:

Subsequent to the takeover by the new Management your company has changed its name from GUJCHEM DISTILLERS INDIA LIMITED to ZR2 BIOENERGY LIMITED to align it with the new object and promoters. The Registrar of the Companies approved the new name on 27^th March, 2025.

• AMENDMENT IN THE OBJECT CLAUSE OF THE MEMORANDUM:

Pursuant to the Special Resolution passed by the Member through Postal Ballot, Company has amended its Memorandum of Association (MOA) to remove few clauses of the Object Clause not aligning with the new business.

• COMMENCEMENT OF PRODUCTION:

The Company, subsequent to the takeover by the new management, is yet to commence the Bioenergy business. This is primarily on account of the pending execution of the formal BOOT (Build-Own-Operate-Transfer) Agreement for which in principle approval has been received from the Government of Maharashtra and few additional approvals are yet to be received.

The management is actively pursuing the matter with the concerned authorities and expects to conclude the agreement in due course. The commencement of production activities will be initiated immediately thereafter.

E. SHARE CAPITAL:

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The authorized share capital of your Company is 10,00,00,000 and paid-up Equity Share capital is 35,68,850.

Raising funds by issuance of Compulsory Convertible Debentures and Warrants, convertible into Equity Shares on a private placement basis:

Pursuant to the Shareholders approval received at the Extra-ordinary General Meeting held on 08^th June, 2024, your Company has issued-

• 1,23,50,000 Compulsory Convertible Debentures of 65 each at par aggregating to 80,27,50,000 and

• 2,59,22,000 Convertible Warrants of Face value of 1 each at a premium of 64 each aggregating to 168,49,30,000.

F. DIVIDEND:

To conserve resources, the Company did not recommend any dividend during the financial year 2023-24. However, the Board has recommended a final dividend of 0.10 per equity share (i.e., 10% on the face value of 1 each), subject to the approval of shareholders at the forthcoming Annual General Meeting.

G. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as of 31^st March, 2025.

H. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 provided during the financial year under review has been furnished in Note 3 of the Notes to Accounts of Standalone Financials which forms part of the financials of the Company.

The proceeds of investment shall be utilized for the principal business activities and general corporate purpose by the recipient.

I. LOANS FROM DIRECTORS OR DIRECTORS RELATIVES:

During the financial year under review, the Company has not accepted or availed any loans, advances, or borrowings from its Directors or their relatives.

J. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is constituted with an optimum combination of Executive Directors, Non-Executive Directors and Independent Directors to maintain independence of the Board. As on the 31^st March, 2025, the Board consists of 1 (one) Executive Director and 3 (one) Non-Executive Directors out of which 2 (two) are Independent Directors and one is Non-Executive NonIndependent Director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.

During the year under review, the composition of the Board of Directors underwent the following changes in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company:

Appointments:

Name	Designation	Effective date
Mr. Jimmy Olsson	Managing Director	26th July, 2024
Mr. Nilesh Jayant Jain	Non-Executive Non-Independent Director	26th July, 2024
Ms. Nirupama Charuhas Khandke	Independent Director	26th July, 2024
Resignations / Cessations:
Name	Designation	Effective date
Mr. Sagar Samir Shah	Chairman & Director	26th July, 2024
Ms. Viraj Varun Sheth	Whole Time Director	26th July, 2024
Ms. Rajasvee Sagar Shah	Non-Executive Director	26th July, 2024
Ms. Barkha Balkrushnan Deshmukh	Independent Director	26th July, 2024

Retirements and Reappointments:

In accordance with Section 152(6) of the Companies Act, 2013, Mr. Nilesh Jayant Jain (DIN: 07588945) Non-Executive NonIndependent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Changes in Key Managerial Personnel (KMP)

Name	Designation	Appointment/Cessation	Effective date
Mr. Samir Rohitbhai Shah	Chief Financial Officer	Cessation	14th August, 2024
Mr. Mahendra Agarwal	Chief Financial Officer	Appointment	14th August, 2024
Ms. Bhoomika Mangal	Company Secretary	Appointment	10th May, 2024
Ms. Bhoomika Mangal	Company Secretary	Cessation	2nd January, 2025
Ms. Palak Jain	Company Secretary	Appointment	1st February, 2025
Ms. Palak Jain	Company Secretary	Cessation	28th February, 2025
Mr. Jimmy Olsson	Managing Director	Appointment	26th July,2024
Ms. Viraj Varun Sheth	Whole Time Director	Cessation	26th July,2024

K. MEETINGS OF THE BOARD AND ITS COMMITTEES:

I. Board Meetings:

The Board meets at regular intervals, inter-alia, to discuss and decide on the Companys performance and strategies. During the financial year under review, the Board met eleven times.

Further details on the Board Meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

II. Audit Committee:

The Board of Directors has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

III. Nomination, Remuneration and Compensation Committee:

The Board of Directors has constituted a Nomination, Remuneration Committee ("NRC"), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

The NRC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, and the same is uploaded on the website of the Company at https://euichemdistillers.in/wp-content/uploads/2025/08/8.-Nomination- and-Remuneration-Policy.pdf

Further, details on the NRC its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

IV. Stakeholders Relationship Committee:

The Board of Directors has constituted a Stakeholders Relationship Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

Further details on the Stakeholders Relationship Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

L. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1^st October, 2017. The Company is in compliance with the provisions of the same.

M. DISCLOSURE FROM INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective Independent judgment and without any external influence. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold the highest standards of integrity.

The Independent Directors have also confirmed their registration with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in compliance with requirements of the Companies (Appointment and Qualification of Directors) Rules, 2014.

N. BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Board of Directors have carried out an annual performance evaluation of the Board as-a-whole, performance of various Committees of the Board, and Individual Directors. A separate meeting of the Independent Directors was also held during the financial year under review for the evaluation of the performance of Non-Independent Directors, and performance of the Board as a whole. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

O. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. Are furnished in Annexure II which forms part of this Report.

P. STATUTORY AUDITORS AND AUDITORS REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Bagaria & Co LLP, Chartered Accountants, Firm Registration No. 11344W/W100019 was appointed as statutory auditors of the Company to hold office for one term of 5 years till the conclusion of 89^th Annual General Meeting of the Company.

The Auditors have issued their report on the financial statements for the financial year ended 31^st March, 2025, with an unmodified opinion.

Q. REPORTING OF FRAUD:

The Auditors have not reported any fraudulent matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

R. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ritika Agarwal & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company and to issue Secretarial Audit Report for the financial year ended on 31^st March, 2025.

The Secretarial Audit Report issued by M/s Ritika Agarwal & Associates for the financial year ended 31^st March, 2025 is set out as “Annexure III" to this Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

S. MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not applicable to the Company.

T. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

U. RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to top 1,000 listed entities. The Company has in place a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Internal Audit function provides independent assurance on the effectiveness of risk controls, and its findings are reported to management and the Audit Committee for corrective action and continuous improvement.

There are no risks which in the opinion of the operating management threaten the existence of your Company.

V. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However, this requires improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls. The Internal Auditor monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

W. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

X. RELATED PARTY TRANSACTIONS:

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and at arms length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for all Related Party Transactions ("RPTs") which are of a repetitive nature and entered into in the ordinary course of business and at arms length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the stock exchanges on a half-yearly basis and published on the Companys website at https://guichemdistillers.in/wp-content/uploads/2025/08/9.-RPT-Materiality- Policy.pdf

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large. The details of transactions with related parties of the Company for the financial year under review, are given in Notes to the Financial Statements, which forms part of this Annual Report.

The policy on Related Party Transactions is available on the Companys website https://guichemdistillers.in/wp-content/ uploads/2025/08/9.-RPT-Materialitv-Policv.pdf

Y. CORPORATE GOVERNANCE

The Corporate Governance provisions i.e. Regulation 17 to 27 become applicable to the Company w.e.f. 13^th August, 2024.

Pursuant to Schedule V of Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Certificate issued by Secretarial Auditor regarding compliance of conditions of Corporate Governance forms part of the Annual Report. A declaration signed by the Managing Director regarding compliance with the Code of Conduct by the Board Members and Senior Management Personnel also forms part of the Annual Report. Code of Conduct and various other policies are available on the website of the Company.

Z. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended 31^st March, 2025, will available on the Companys website and can be accessed at : https://guichemdistillers. in/investor-relations/annual-return/

AA. PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure IV" to this report.

BB. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013:

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company hereby confirms that it has constituted an Internal Complaints Committee (ICC) to redress complaints of sexual harassment at the workplace. The Company has also complied with the provisions relating to the constitution and functioning of the ICC during the reporting year.

Further, the details of complaints received and their disposal status during the year are as under:

(a) Number of complaints of sexual harassment received during the year: NIL

(b) Number of complaints disposed off during the year: NIL

(c) Number of cases pending for more than ninety days: NIL

CC. Compliance with the provisions relating to the Maternity Benefits Act, 1961:

We hereby affirm that the Company has duly provided for the benefits as prescribed under the Maternity Benefit Act, 1961, and stands compliant with its provisions. However, during the period under review, no woman employee of the Company has availed such benefits.

DD. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

vi. they have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EE. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL

No significant and material orders were passed by the Regulators or the Courts or Tribunals impacting the going concern status and the Companys operations in future.

FF. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

Except as otherwise mentioned in this report, there are no material changes and commitments 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 relates and the date of this report.

There is no other change in the nature of business during the year under review.

GG. OTHER DISCLOSURE:

• A Business Responsibility and Sustainability Report as required under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 1000 listed entities based on market capitalization.

• Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements Regulation, 2015 is not applicable to the Company.

• There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as of 31^st March, 2025.

• During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of Equity Shares with differential voting rights as to dividend, voting or otherwise;

b) issue of shares (including sweat Equity Shares) to employees of the Company under any scheme;

c) raising of funds through preferential allotment or qualified institutional placement;

d) instance of one-time settlement with any bank or financial institution.

APPRECIATION:

The Directors place on record their appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Companys growth.

The Board would also like to express sincere appreciation for the continued support from Depositories, Depository Participants, Bankers, Registrars & Transfer Agents, Distributors & Agents, Central and State Governments and other Regulatory Bodies, business associates & other service providers and the Shareholders who have always supported and helped the Company to achieve its objectives.

		For and on behalf of the Board
	Nirupama Khandke	Jimmy Olsson
Place: Mumbai	Independent Director	Chairman & Managing Director
Date: 3rd September, 2025	DIN: 01605060	DIN:06891122