Zuari Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present their 57th (Fifty-Seventh) Report together with the Audited Financial Statements of the Company for the Financial Year ("FY"/ "year") ended 31 March 2025.

1. Financial Results and Appropriation

The Audited Financial Statements of your Company as on 31 March 2025, are prepared in accordance with the applicable Indian Accounting Standards ("Ind AS"), relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ("SEBI LODR") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are stated below:

( in Lakh except EPS)

		Standalone		Consolidated
S. No.	Particulars	FY25	FY24	FY25	FY24
1	Revenue from Operations	87,066.44	71,464.80	97,033.01	83,780.07
2	Other Income	10,927.99	18,620.56	11,214.56	22,938.59
3	Total Income	97,994.43	90,085.36	1,08,247.57	1,06,718.66
4	Profit/(loss) for the year before depreciation and exceptional Item	5,608.32	10,056.57	(10,076.20)	(71.38)
5	Less: Depreciation for the year	2,426.18	2,394.80	2,889.69	2,735.92
6	Add/ (Less): Exceptional Item	(5,802.57)	(5,387.57)	(1,974.33)	78,471.32
7	Profit/(loss) before tax and share of profit/(loss) from Associates and Joint Ventures	(2,620.43)	2,274.20	(14,940.22)	75,664.02
8	Less: Tax Expense
	Current Tax (Including adjustment of earlier years)	0.05	0.10	253.41	115.81
	Deferred Tax Charge	1,116.33	8.51	426.98	7,009.13
9	Profit/(loss) after tax	(3,736.81)	2,265.59	(15,620.61)	68,539.08
10	Add: Share in profit/(losses) from Associates and Joint	-	-	6,183.23	2,736.32
	Ventures
11	Profit/(loss) for the year before Minority Interest	(3,736.81)	2,265.59	(9,437.38)	71,275.40
12	Less: Share of Minority interest in profits/(losses)	-	-	(115.46)	(115.89)
13	Profit/(loss) for the year	(3,736.81)	2,265.59	(9,321.92)	71,391.29
14	Add: Balance of profit brought forward	55,824.81	45,011.51	1,49,633.80	69,315.14
15	Add: Other adjustments	(11.06)	(18.02)	(11.06)	(18.02)
16	Add: Reclassification from OCI to retained earnings on disposal of investments	-	8,882.35	-	9,247.12
17	Add: Other comprehensive income on defined benefit obligation	20.00	(18.81)	(30.99)	(3.92)
18	Less: Transfer to general reserve	-	-	-	-
19	Less: Dividends paid	297.81	297.81	297.81	297.81
20	Balance of profit carried forward	51,799.13	55,824.81	1,39,972.02	1,49,633.80
21	Earnings per share (EPS)	(12.55)	7.61	(31.30)	239.72

Note- Previous years figures have been regrouped/re-arranged, wherever necessary.

2. Dividend

(a) Non-Convertible Redeemable Preference Shares

The Board has declared and paid an interim dividend on the following Non-Convertible Redeemable Preference Shares ("NCRPS") as per details given below:

On 10.5% NCRPS: a) At the rate of 10.5% i.e., H 1.05/- per 10.5% NCRPS of the face value of H 10/- each on 58,52,034

10.5% NCRPS aggregating to H 61.44 Lakh (approx.) for the Financial Year from 1 April 2024 to 31 March 2025; and necessary.

b) At a proportionate rate of 2.22% (approx.) i.e., H 0.222/- (approx.) per 10.5% NCRPS of the face value of H 10/- each on 58,52,034 10.5% NCRPS aggregating to H 12.99 Lakh (approx.) for the period from 1 April 2025 to 16 June 2025 (i.e., up to the date of redemption).

On 7% NCRPS: a) At the rate of 7% i.e., H 0.70/- per 7% NCRPS of the face value of H 10/- each on 59,22,080 7% NCRPS aggregating to H 41.45 Lakh (approx.) for the Financial

Year from 1 April 2024 to 31 March 2025; and b) At a proportionate rate of 1.48% (approx.) i.e., H 0.148/- (approx.) per 7% NCRPS of the face value of H 10/- each on 59,22,080 7% NCRPS aggregating to H 8.76 Lakh (approx.) for the period from 1 April

2025 to 16 June 2025.

(b) Equity Shares The Board has also recommended a final Dividend of 10% i.e., H 1/- per Equity Share of face value of H 10/- each, on 2,97,81,184 fully paid-up equity shares, aggregating to H 297.81 Lakh, subject to declaration by the members at the ensuing Annual General Meeting.

The Board has recommended a dividend in accordance with the parameters set out in the Dividend Distribution Policy. The proposed dividend will be paid from the profits of the Company. The Dividend Distribution Policy is available on the Companys website and can be accessed at https://www.zuariindustries.in/storage/ uploads/blogs/1681110907.pdf.

3. Operational Performance

A. Sugar Power & Ethanol Division

The Sugar, Power, and Ethanol (SPE) Division of the Company has shown robust operational performance in FY25. The Division crushed 157.3 Lakh quintal of sugarcane, an increase from 141.3 Lakh quintal in FY24, up 11.3% y-o-y. This is largely driven by reduction in machine stoppage and improved cane availability. The cane crush of 157.30 Lakh quintals is the highest in the history of the Company. The Company enhanced its focus on cane development activities and implemented a scientific and methodical cane varietal replacement plan. The varietal replacement plan focusses on diversifying the cane varieties in the command area 4 of the Sugar Mill, which was primarily dependent on one variety, namely Co-0238. Secondly, the plan ensures wider propagation of high sugar content and more disease resistant varieties.

The Division also marked a significant milestone of achieving highest-ever ethanol production in FY25 33,869 KL, up from 27,362 KL in FY24. This is due to higher operating days of the Distillery, 289 days in FY25 vs 247 days in FY24.

The Power Division achieved a significant milestone in FY25, recording the power generation of 1202.65 LU from the 30.85 MW power plant impressive increase from 829.47 LU in FY24.

Additionally, power export to the grid also reached a record high of 907.4 LU in FY25, up from 646.6 6 LU in the FY24. On Sugar sales front, sugar sales were at 15.12 Lakh quintals in FY25, higher by 4.54 Lakh quintals compared to FY24. The realisation from sugar sales stood at 3,894 H/Qtl in FY25 Vs 3,751 H/Qtl in FY24, up by 3.8%. The sales team is focused on expanding high-margin product line by introducing Khandsari Sugar and Jaggery Powder and is working diligently to establish a strong customer base and increase order pipeline.

The Company continues to focus on achieving operational excellence through strategic initiatives across the functions of the Division. Continuous improvement in systems & processes remains managements key focus towards driving business growth.

B. Real Estate Division

The registration process for Resident Welfare Association (RWA/Society) started with Registrar of Societies, Goa. Discussion with RWA/Society also started for smooth operational and financial handover of Phase-I.

With the completion of Phase I, the Company started product and market feasibility study to plan for the development of Phase – II of Zuari Rain Forest Project.

During FY25, the Company sold approximately 2 acres of land and realized H 258.42 Lakh. The

Company holds ~ 523 acres of land at Sancoale village in South Goa and is actively taking steps to monetize the saleable land banks.

Detailed information on the business operations of the Company, the industry in which the Company operates, and other relevant information are given in the Management Discussion and Analysis Report annexed as Annexure "A" to this Report.

4. ConservationofEnergy,TechnologyAbsorption and Foreign Exchange Earnings and Outgo

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with rules issued thereunder, is set out in Annexure "F" annexed to this Report.

5. Annual Return

In terms of Section 92(3) read with Section 134 of the Act read with rules issued thereunder, the Annual Return of the Company for the FY25 is available on the website of the Company and can be accessed at https://www. zuariindustries.in/investor-resources.

6. Related Party Transactions

All related party transactions entered into during the FY25 were carried out with requisite approval of the Audit Committee, the Board of Directors, and the Members of the Company, wherever applicable. There were no related party transactions in conflict with the interest of the Company.

Duringtheyearunderreview,therelatedpartytransactions entered into by the Company were in ordinary course of business and at arms length basis. During the year, the Company did not enter any transaction, contract or arrangement with related parties, that could be considered material in accordance with the SEBI LODR and the Companys Policy on Related Party Transactions ("RPT Policy"). Hence, the disclosure of information in Form AOC-2 is not applicable.

Members may refer to Note No. 46 of the Standalone Financial Statements, which sets out related party disclosures pursuant to Ind AS.

Policy on related party transactions of the Company is available on Companys website and can be accessed at https://www.zuariindustries.in/corporate-governance.

7. Particulars of Loans Given, Investments Made, Guarantees Given or Security Provided by the Company

The particulars of loans given, investments made, guarantees given or securities provided by the Company, as per Section 186 of the Act, have been disclosed in Note Nos. 7, 8, 40 and 46 forming part of the Standalone Financial Statements.

8. Nomination and Remuneration Policy and Disclosures on Remuneration

The Company has devised & adopted a Nomination and Remuneration Policy ("NRC Policy"). The NRC Policy outlines, inter-alia, the appointment criteria & qualification requirements, process for appointment & removal, retirement policy, remuneration structure, etc. of the Directors including Managing Director, Whole-time Director, Key Managerial Personnel ("KMP") and other Senior Management Personnel ("SMP") of the Company. The NRC Policy also contains provisions about the payment of fixed & variable components of remuneration to the Managing Director, Whole-time Director, KMP and SMP and payment of sitting fees and commissions to the Non-Executive Directors.

The NRC Policy is available on the Companys website and can be accessed at https://www.zuariindustries.in/ corporate-governance.

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure "I" to this Report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. In terms of the first proviso to Section 136 of the Act, the Report is being sent to the Members excluding the aforesaid information. Any Member interested in obtaining the same may write to the Company.

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9. Risk Management

Your Company has a well-defined Risk Management framework in place. Although, the constitution of Risk Management Committee under Regulation 21 of the SEBI LODR is not applicable to the Company, your Company has constituted a Risk Management Committee to oversee the various risks of the Company including the risks, if any, which may threaten the existence of the Company. Brief details of risks and concerns related to the Company are given in the Management Discussion and Analysis Report. Currently, in the opinion of the Board, there are no risks that threaten the existence of the Company.

10. Vigil Mechanism / Whistle Blower Policy

The Company, in accordance with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI LODR, has established a vigil mechanism for Directors and employees to report genuine concerns to the Management viz. instances of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Company has also formulated Whistle Blower Policy ("Policy") which provides for adequate safeguard against victimization of persons and has a provision for direct access to the Chairman of the Audit Committee. The Company has not denied any person from having access to the Chairman of the Audit Committee. The Policy is available on the Companys website and can be accessed at https://www.zuariindustries.in/corporate-governance.

11. Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Policy, of the Company indicating the activities to be undertaken by the Company, can be accessed on the Companys website at https://www.zuariindustries.in/corporate-governance. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure "H" of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

12. Directors and Key Managerial Personnel

During the year under review, the Companys Board underwent the following changes:

At the 56th Annual General Meeting held on 27 September 2024, the Members approved the appointment of Mr. Athar Shahab (DIN: 01824891) as a Director, liable to retire by rotation, and also approved the continuation of Mrs. Jyotsna Poddar (DIN: 00055736) as a Non-Executive Director, liable to retire by rotation, upon attaining the age of seventy-five (75) years. The Members also reappointed Mr. Athar Shahab as Managing Director and Key Managerial Personnel of the Company for a term of three years with effect from 14 November 2024, and Mr. Alok Saxena (DIN: 08640419) as Whole-time Director and Key Managerial Personnel for a term of two years with effect from 1 July 2024.

Mr. Sushil Kumar Roongta (DIN: 00309302), Independent Director, resigned from the Board of Directors of the Company with effect from 29 September 2024, due to pre-occupations and other professional commitments. Accordingly, he ceased to be a Director of the Company from the aforesaid date.

The Board places on record its sincere appreciation for invaluable contribution made by Mr. Sushil Kumar Roongta during his tenure as an Independent Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Deepak Amitabh (DIN: 01061535) as an Additional Director of the Company in the category of Independent Director, with effect from

11 December 2024, for a term of five (5) consecutive years commencing from 11 December 2024 upto 10 December 2029 (both days inclusive), subject to the approval of the Members. Subsequently, Members of the Company through a special resolution passed via postal ballot on 23 January 2025 approved his appointment as an Independent Director of the Company.

Mr. Rakesh Kumar Singh resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 24 December 2024. Mr. Yadvinder Goyal was appointed as the Company Secretary & Compliance Officer of the Company with effect from 22 March 2025.

In the opinion of the Board, all Directors including the directors appointed / re-appointed during the year possess requisite qualifications, experience and expertise and hold high standards of integrity. The list of key skills, expertise and core competencies of the Directors have been provided in the Report on Corporate Governance.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Alok Saxena retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, recommends his re-appointment as Director, liable to retire by rotation. The said re-appointment is subject to approval of the Members of the Company at the ensuing AGM.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR. They have also registered themselves in the databank with the Institute of Corporate Affairs of India as an Independent Director as per the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and also complied with the Code of Conduct for Directors and Senior Management Personnel, formulated by the Company.

The terms and conditions of appointment of the Independent Directors are in compliance with the provisions of the Act and are available on the website of the Company at https://www.zuariindustries.in/ corporate-governance.

Brief resume and other details relating to the Director, who is proposed to be re-appointed, as required to be disclosed as per the provisions of the SEBI LODR/ Secretarial Standard are given in Annexure A to the

Notice of the 57th AGM.

13. Performance Evaluation

Annual performance evaluation of the Board, its Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements under SEBI LODR have been carried out. The performance evaluation of the Board, Chairman and Non-Independent Directors were also carried out by the Independent Directors in a separate meeting.

The details of annual performance evaluation carried out are given in the Corporate Governance Report annexed as Annexure "B" to this Report.

14. Board and Committees a. Board Meetings

During the FY under review, Six (6) meetings of the Board of Directors were held. The intervening gap between two consecutive Board Meetings was within the period prescribed under the Act and SEBI LODR. The details of the composition of the Board and the attendance of the Directors at the Board meetings are provided in the Corporate Governance Report annexed as Annexure "B" to this Report.

b. Audit Committee

As on 1 April 2024, the Audit Committee comprised Mr. Vijay Vyankatesh Paranjape, Independent Director (Chairman), Mr. Sushil Kumar Roongta, Independent Director, Mr. Suneet Shriniwas Maheshwari, Independent Director, and Mr. Athar Shahab, Managing Director, as its members.

During the FY25, the Audit Committee was reconstituted on 11 December 2024 by inducting Mr. Deepak Amitabh, Independent Director, as a member of the Audit Committee with effect from 11 December 2024. Mr. Sushil Kumar Roongta, ceased to be a member of the Audit Committee upon his resignation as an Independent Director from the Board with effect from 29 September 2024.

As on date of this Report, the Audit Committee comprised Mr. Vijay Vyankatesh Paranjape, Independent Director (Chairman), Mr. Deepak Amitabh, Independent Director, Mr. Suneet Shriniwas Maheshwari, Independent Director, and Mr. Athar Shahab, Managing Director, as its members.

During the year under review, all recommendations made by the Audit Committee have been considered and accepted by the Board.

c. Corporate Social Responsibility Committee

As on 1 April 2024, the Corporate Social Responsibility Committee comprised Mr. Sushil Kumar Roongta, Independent Director (Chairman), Mrs. Manju Gupta, Independent Director, Mr. Athar Shahab, Managing Director and Mr. Alok Saxena, Whole-time Director as its members.

During the FY25, the Corporate Social Responsibility Committee was reconstituted on 11 December 2024 by inducting Mr. Deepak Amitabh, Independent Director, as a member of the Corporate Social Responsibility Committee with effect from 11 December 2024. Mr. Sushil Kumar Roongta, ceased to be a member of the Corporate Social Responsibility Committee upon his resignation as an Independent Director from the Board with effect from 29 September 2024.

As on date of this Report, the Corporate Social Responsibility Committee comprised Mr. Athar Shahab, Managing Director (Chairman), Mrs. Manju Gupta, Independent Director, Mr. Deepak Amitabh, Independent Director and Mr. Alok Saxena, Whole-time Director, as its members. The Committee met once during FY25 on 10 August 2024.

All details of the Board committees including aforementioned committees are provided in the Corporate Governance Report annexed as Annexure "B" to this Report.

15. Fixed Deposits

The Company has not accepted any deposits under Section 73 of the Act read with rules issued thereunder, during the year under review. Further, at the end of the FY25, an amount of H 1,00,000/- pertaining to unpaid and unclaimed deposits accepted under the provisions of the erstwhile Companies Act, 1956, was lying with the Company.

16. Significant and Material Orders

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

The details pertaining to various demand notices from various statutory authorities are disclosed in Note No. 40 of Standalone Financial Statements under the heading "Contingent liabilities".

17. Internal Financial Controls

The Company has a well-placed, proper and adequate Internal Financial Controls ("IFC") system commensurate with its size, scale and operations. Such controls were assessed during the year under review taking into consideration the essential components of IFC stated in theGuidanceNoteonAuditofIFCoverFinancialReporting issued by the Institute of Chartered Accountants of India (ICAI) and no reportable material weakness in the design or operation of any control was observed.

M/s K. Ramkumar & Co, Chartered Accountants, acted as Internal Auditor of the Company for the FY25. The Internal Auditor independently evaluate the adequacy of internal controls and check for due compliance with the Companys policies, regulatory requirements and Standard Operating Procedures. Independence of the audit and compliance is ensured by direct reporting of Internal Auditor to the Audit Committee of the Company. During the year under review, the Company continued to implement the suggestions and recommendations of Internal Auditor to improve Internal Controls.

18. Management Discussion and Analysis Report (MDA)

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI LODR is presented in a separate section annexed as Annexure "A", which forms part of this Report.

19. Corporate Governance and other Disclosures under SEBI LODR

Your Company has complied with all the mandatory requirements of Schedule V of SEBI LODR. The Report on Corporate Governance pursuant to Schedule V of SEBI LODR is annexed as Annexure "B" to this Report.

The requirement of disclosure with respect to Business Responsibility and Sustainability Report ("BRSR") under the provisions of Regulation 34(2)(f) of the SEBI LODR is not applicable to the Company.

20. Statutory Auditors and their Reports

In terms of the provisions of Section 139 of the Act, M/s V Sankar Aiyar & Co, Chartered Accountants, Delhi (FRN: 109208W) were appointed as Statutory Auditors of the Company by the Members at the AGM held on 17 September 2021, for a term of four (4) consecutive years i.e., from the conclusion of 53rd AGM held in the year 2021 till the conclusion of the 57th AGM of the Company to be held in the year 2025.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended to the Members of the Company for the re-appointment of

M/s V Sankar Aiyar & Co, Chartered Accountants, Delhi (FRN: 109208W) as the Statutory Auditors of the Company to hold office for a second term of five (5) consecutive years i.e., from the conclusion of 57th AGM till the conclusion of 62nd AGM. Accordingly, requisite resolution for the re-appointment of M/s V Sankar Aiyar

& Co, Chartered Accountants, Delhi (FRN: 109208W) as Statutory Auditors has been set out in the Notice convening the 57th AGM of the Company. The Company has received a certificate from M/s V Sankar Aiyar & Co. to the effect that their re-appointment, if made, shall be in accordance with the provisions of Section 141 of the Act.

The Auditors Report does not contain any qualification, reservation or adverse remark. The notes on Financial Statements referred in Auditors Report are self-explanatory and do not call for further comments.

21. Secretarial Auditors and their Reports

Pursuant to the provisions of Section 204 of the Act read with rules issued thereunder and Regulation 24A of SEBI LODR, the Board of Directors had appointed M/s. Aditi Agarwal & Associates, Company Secretaries, as Secretarial Auditor of the Company, to undertake the Secretarial Audit for FY25.

M/s. Aditi Agarwal & Associates, Company Secretaries, have submitted the Secretarial Audit Report for FY25, confirming, inter-alia, compliance with all the provisions of applicable corporate laws by the Company and the report does not contain any qualification, reservation, disclaimer and adverse remark and are self-explanatory and do not require any further explanation. The Secretarial Audit Report is annexed as Annexure "G" to this Report.

Further, as per Regulation 24A of SEBI LODR, a listed company is required to annex the secretarial audit report of its material unlisted subsidiary in India to its Annual Report. Zuari International Limited ("ZIntL") has been identified as material unlisted subsidiary of the Company in India for FY25 and accordingly the Secretarial Audit Report of ZIntL is annexed as Annexure "G1" to this Report.

Further, in terms of Regulation 24A of SEBI LODR, every listed company has been mandated to appoint a Secretarial Auditor for a fixed term of five consecutive years, subject to approval of members in the Annual General Meeting.

Accordingly, pursuant to the provisions of Section 204 of the Act read with rules issued thereunder and Regulation 24A of SEBI LODR, on the recommendation of the Audit Committee, the Board of Directors have appointed M/s. Aditi Agarwal & Associates, Company Secretaries, as Secretarial Auditor of the Company for a term of five (5) consecutive years, i.e., from FY 2025-26 to FY 2029-30, subject to approval of the Members of the Company. Accordingly, requisite resolution for the appointment of

M/s. Aditi Agarwal & Associates, Company Secretaries, as Secretarial Auditor has been set out in the Notice convening the 57th AGM of the Company

M/s. Aditi Agarwal & Associates, Company Secretaries, have confirmed their eligibility, independence and willingness for appointment as Secretarial Auditor of the Company and have also confirmed that they are not disqualified for such appointment under applicable laws and Auditing Standards issued by the Institute of Company Secretaries of India.

22. Cost Records, Cost Auditor and their Report

The requirement for maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act is applicable to the Company. During the FY under review, the Company has maintained the cost records as specified by the Central Government under Section 148(1) of the Act. The Cost Audit for the FY25 was conducted by Mr. Somnath Mukherjee, F.C.M.A., Cost Accountant (Membership No.: 5343). The Cost Audit Report does not contain any qualification(s) and comment(s) made in the Report and are self-explanatory and do not require any further explanation.

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014 and on the basis of the recommendation of the Audit Committee, the Board of Directors have re-appointed Mr. Somnath Mukherjee, F.C.M.A., Cost Accountant (Membership No. 5343) as Cost Auditor to conduct the Cost Audit for the FY26.

In accordance with the provisions of Section 148 of the Act read with the rules issued thereunder, since the remuneration to the Cost Auditor for auditing the cost records for FY26 is required to be ratified by the Members of the Company. Accordingly, the requisite resolution for the ratification of remuneration of Mr. Somnath Mukherjee, F.C.M.A., Cost Accountant (Membership No. 5343) as Cost Auditor for FY26 has been set out in the Notice convening the 57th AGM of the Company.

23. Prevention of Sexual Harassment (POSH) at Workplace

During FY25, the Company has complied with the provisions relating to the constitution of Internal Complaints Committees ("ICC") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act. The Company has ICC to redress and resolve any complaints arising under the POSH Act. Training/awareness programs were conducted during the year to create sensitivity towards ensuring a respectable workplace.

There was no sexual harassment complaint filed with the Company under the POSH Act during the Financial Year ended 31 March 2025. Further, no complaint was pending with the Company at the beginning and end of the Financial Year 2024-25 under the POSH Act.

24. Compliance of Secretarial Standards

During FY25, the Company has complied with all the applicable provisions of Secretarial Standards on meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Act.

25. Scheme of Amalgamation of Zuari Sugar & Power Limited ("ZSPL" / "Transferor Company") with Zuari Industries Limited (formerly known as Zuari Global Limited) ("ZIL" / "Transferee Company")

The Board of Directors in its meeting held on 13 February 2023, inter alia, approved the scheme of amalgamation of ZSPL with ZIL and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act and rules framed thereunder ("Scheme"). The Scheme was approved by Honble NCLT Bench Mumbai on 12 April 2024.

The Scheme became effective on 30 April 2024 and the appointed date of the Scheme was 1 April 2022. Consequent to effectiveness of the Scheme on 30 April 2024, the ZSPL was Amalgamated with the Company.

Consequent to Amalgamation of ZSPL with the Company, the authorized share capital of H 30,00,00,000/- consisting of 3,00,00,000 equity shares of H 10/- each of the ZSPL stand combined with the Company and the authorized share capital of the Company increased from H 3,35,75,00,000/- to H 3,65,75,00,000/- as detailed below:

a. H 1,85,00,00,000/- consisting of 18,50,00,000 equity shares of H 10/- each,

b. H 20,75,00,000/- consisting of 20,75,000 Cumulative

Redeemable Preference Shares of H 100/- each, and

c. H 1,60,00,00,000/- consisting of 16,00,00,000

Preference Shares of H 10/- each

Upon the effectiveness of the Scheme, there was no requirement of issuance of any shares of ZIL as ZSPL was wholly owned subsidiary of the Company.

26. Share Capital and Debentures

During FY25, there was no change in the paid-up share capital of the Company. However, subsequent to the close of the financial year, the Company redeemed 58,52,034 10.5% Non-Convertible Redeemable Preference Shares ("10.5% NCRPS") of H 10/- each. These NCRPS had been issued and allotted pursuant to the Scheme of

Amalgamation of Gobind Sugar Mills Limited ("Transferor Company"/ "GSML") between Zuari Industries Limited ("Transferee Company"/ "ZIL" / "Company") (Previously known as Zuari Global Limited ("ZGL")), along with their respective shareholders and creditors, as approved by Honble National Company Law Tribunal, New Delhi Bench, New Delhi and Honble National Company Law Tribunal, Mumbai Bench, Mumbai.

As on the date of this Report, the paid-up share capital of the Company is as follows:

(i) 2,97,81,184 equity shares of face value of H 10/- each aggregating to H 29,78,11,840/-.

(ii) 59,22,080 7% NCRPS of face value of H 10/- each aggregating to H 5,92,20,800/-.

As at the end of FY25, the Company has 2,000 outstanding secured, redeemable, unlisted Non-Convertible Debentures ("NCDs") issued by it, having a face value of H 10,00,000 (Rupees Ten Lakh only) each, aggregating to H 200 Crore.

27. Consolidated Financial Statements

In pursuance of the provisions of the Act read with rules issued thereunder, the SEBI LODR and the applicable accounting standards, the Company has prepared Consolidated Financial Statements.

. The Audited Consolidated Financial Statements along with Auditors Report and the Statement containing salient features of the Financial Statements of subsidiaries, associates and joint ventures (Form AOC - 1) forms part and annexed as Annexure "J" to this Report.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its Subsidiaries, are available on the Companys website at https://www. zuariindustries.in/financial-information.

28. Subsidiaries, Associates and Joint Ventures

Consequent to effectiveness of the Scheme of Amalgamation of Zuari Sugar and Power Limited ("ZSPL") with the Zuari Industries Limited ("Company") on 30 April 2024, ZSPL stands amalgamated with the ZIL.

As on 1 April 2024, Forte Furniture Products India Private Limited ("FFPIPL") was a Joint Venture between ZIL, Indian Furniture Products Limited ("IFPL") and Fabryki Mebli "Forte" S.A.

During FY25, the JV partners mutually decided to terminate the JV by providing an exit route to Forte. Accordingly, IFPL acquired 50.85% shareholding of FFPIPL as held by Forte, making FFPIPL a subsidiary of IFPL and, consequently, a step-down subsidiary of the Company. Thereafter, the Company acquired 50.85% stake in FFPIPL from IFPL, thereby making FFPIPL a wholly owned subsidiary of the Company.

Subsequently, FFPIPL was converted into a public company with effect from 22 July 2025, and its name was changed to Forte Furniture Products India Limited ("FFPIL").

As on 1 April 2024, Zuari Envien Bioenergy Private Limited ("ZEBPL") is a joint venture between the Company and Envien International Limited, Malta ("Envien"), with each party holding a 50% equity stake. As on that date, the Company held 1,84,90,000 partly paid-up equity shares of face value H 10/- each, along with 10,000 fully paid-up equity shares in ZEBPL.

During FY25, the Company remitted the first and final call monies of H 2/- and H 1.50/- per share, respectively, amounting toH 3,69,80,000 and H 2,77,35,000 respectively.

ZEBPL is in the final stages of completing its 180 KLPD ethanol plant located in Lakhimpur Kheri, Uttar Pradesh. Commercial operations are expected to commence by the end of 2025.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of Subsidiaries, Associates and Joint Ventures of the Company in Form No. AOC-1 are provided in Annexure "J" annexed to this Report.

The Company has formulated a Policy for determining Material Subsidiaries. The said Policy is available on the Companys website and can be accessed at https://www. zuariindustries.in/corporate-governance.

An overview of the operations of major subsidiaries and associates is provided in Management Discussion and Analysis Report.

29. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of provisions of Section 134(5) of the Act, and hereby confirm that they have:

a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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 and loss of the Company for that period; c) taken proper and sufficient care 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;

d) prepared the annual accounts on a going concern basis;

e) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. Other Disclosures

During FY25:

(a) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

(b) The Company has not issued any shares to its employees.

(c) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

(d) There have been no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the FY25 and the date of this Report.

(e) There has been no change in the nature of business of the Company.

(f) The Statutory Auditors, Secretarial Auditor and Cost Auditor of the Company have not reported any fraud under Section 143(12) of the Act read with rules issued thereunder.

(g) The Company has complied with all applicable provisions relating to the Maternity Benefit Act, 1961.

31. Acknowledgements

Your Directors wish to place on record their appreciation for the dedication, commitment and contribution of all the stakeholders and employees of your Company.

	For and on behalf of the Board
	Sd/-
	Saroj Kumar Poddar
Date: 12 August 2025	Chairman
Place: Kolkata	DIN:00008654