Zuari Industries Ltd

Dear Members,

Your Directors are pleased to present the 56^th (Fifty-Sixth) Annual Report ("Report") of the Company together with Audited Financial Statements for the Financial Year ("FY/ year") ended 31 MarcRs 2024.

1. Financial Results and Appropriation:

The Audited Financial Statements of your Company as on 31 MarcRs 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are depicted below:

2. Dividend

Your Directors have recommended the following, in their meeting held on 29 May 2024:

a) dividend @10% i.e., RS 1/- per equity share of the face value of RS 10/- each on 2,97,81,184 equity shares fully paid up aggregating RS 2,97,81,184/- ;

b) dividend @7% i.e., RS 0.70/- per 7% - Non-Convertible Redeemable Preference Shares ("7% NCRPS") of the face value of RS 10/- each on 59,22,080 7% NCRPS aggregating to RS 41,45,456/-; and

c) dividend @10.5% i.e., RS 1.05/- per 10.5% - Non-Convertible Redeemable Preference Shares ("10.5% NCRPS") of the face value of RS 10/- each on 58,52,034 10.5% NCRPS aggregating to RS 61,44,636/-, for FY24 subject to approval of the Members at the ensuing Annual General Meeting (AGM) of the Company. The dividend, if approved by the Members, would involve a cash outflow of RS 4.01 Cr.

The Board has recommended a dividend based on the parameters laid down in the Dividend

Distribution Policy and the aforesaid dividend will be paid out of the profits for the year. The Dividend Distribution Policy is available on the website of the Company and can be accessed at https://www. zuariindustries.in/investor-resources.

3. Operational Performance

A. Sugar Power & Ethanol Division

The Sugar, Power, and Ethanol (SPE) division of the Company has shown robust operational performance in FY24. The division crushed 141.3 Lakh quintal of sugarcane, an increase from 133.4 Lakh quintal in FY23, up 6% y-o-y. This is largely driven by higher operating days (181 in FY24 Vs 144 in FY23) and improved cane availability. The sugar recovery rate increased to 10.41% in FY24 from 9.85% in FY23, leading to higher sugar production of 14.4 Lakh quintal in FY24 compared to 11.6 Lakh quintal in the FY23. 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 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 resistance varieties. The effect of this varietal replacement plan shall be visible in the upcoming FY25.

The division also marked a significant milestone of achieving highest-ever ethanol production in FY24: 27,362 KL, up from 26,502 KL in FY23. This is due to higher operating days of the Ethanol production unit, 247 days in FY24 Vs 232 days in FY23. However, power generation remained muted to 1,291.3 LU Vs. 1,365.0 LU in FY23, owing to lower number of operating days and restarting of 30.85 MW Power Plant.

On Sugar sales front, sugar sales were at 10.6 Lakh quintals in FY24, lower by 4.4 Lakh quintals compared to FY23. The reason for decline in sugar sales is restriction on sugar exports by Govt. of India. However, the realisation from sugar sales stood at 3751 H/Qtl in FY24 Vs 3601 H/Qtl in FY23, up by 4.2%. 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 management?s key focus towards driving business growth.

B. Real Estate Division

During the year, the Company recognized a revenue of RS 805.70 Lakh, from sale of units for Phase - I of the Zuari Rain Forest Project, Goa. With this, the revenues of the project stands fully recognized.

Further, 10 units of Phase - I of the Zuari Rain Forest Project, Goa have been registered in favour of buyers, leaving a balance of only 3 units to be registered, out of the total 95 units. 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 FY24, the Company sold approximately 102 acres of land and realized RS 166.8 Cr. The Company holds ~ 525 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 attached as Annexure "A" to this Report.

4. Conservation of Energy / Technology Absorption / 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 is also set out in Annexure "F" attached to this Report.

5. Annual Return

Pursuant to Section 134 and Section 92(3) of the Act, the Annual Return of the Company for the FY24 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 during the FY24, were undertaken after taking applicable approvals from the Audit Committee, the Board of Directors and the Members, as 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 arm?s length basis. Hence, the disclosure of information in Form AOC-2 is not applicable.

Annual Report 2023-24

Members may refer to Note 46 of the Standalone Financial Statements, which sets out related parties disclosures pursuant to Ind AS.

Policy on related party transactions of the Company is available on Company?s 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 as per Section 186 of the Act by the Company, have been disclosed in Notes 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 and 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.

There has been no change in the NRC Policy during the year.TheNRCPolicyisavailableontheCompany?swebsite and can be accessed at https://www.zuariindustries.in/ corporate-governance.

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

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

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 Company?s 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 Chairperson of the Audit Committee. The Company has not denied any person from having access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on the Company?s 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 Company?s 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, Mr. Rakesh Kumar Singh was appointed as Company Secretary with effect from

11 November 2023 in place of Mr. Laxman Aggarwal who ceased to be Company Secretary with effect from 10 November 2023.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Athar Shahab retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board of Directors in its Meeting held on 21 May 2024 re-appointed Mr. Alok Saxena as Whole-time Director for further period of 2 years commencing from 1 July 2024. The Board of Directors in its Meeting held on 10 August 2024 re-appointed Mr. Athar Shahab as Managing Director for a further period of 3 years commencing from 14 November 2024. Considering the remarkable contribution of Mrs. Jyotsna Poddar and also considering that it is crucial for the Company to have Mrs. Jyotsna Poddar on the Board, the Board of Directors in its Meeting held on 10 August 2024 recommended to the Members for their approval, the continuation of Directorship of Mrs. Jyotsna Poddar, post attaining the age of 75 years, as required under the Regulation 17(1A) of the SEBI LODR.

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 Rule 6(1) of 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 to 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 placed on the website of the Company at www.zuariindustries.in

Brief resumes and other details relating to the Directors who are proposed to be appointed/ reappointed, as required to be disclosed as per the provisions of the SEBI LODR/Secretarial Standard are given in the Annexure to the Notice of the 56^th 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 carried out by the Independent Directors in a separate meeting.

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

14. Board and Committees a. Board Meetings

Five meetings of the Board of Directors were held during the year. 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 attached as Annexure "B" to this Report.

b. Audit Committee

The Audit Committee comprises of Mr. Vijay Paranjape as Chairman, Mr. S.K. Roongta, Mr. Suneet Maheshwari and Mr. Athar Shahab as Members.

All the recommendations made by the Audit Committee were accepted by the Board during the year.

Six meetings of the Audit Committee were held during the year. The details of the composition, Meetings and other details of the Audit Committee are given in the enclosed Corporate Governance Report attached as Annexure "B" to this Report.

c. CSR Committee

The CSR Committee comprises of Mr. S.K. Roongta as Chairman, Mrs. Manju Gupta, Mr. Athar Shahab and Mr. Alok Saxena as Members. During the FY24 one Meeting of CSR Committee was held.

15. Fixed Deposits

The Company has not accepted any deposits under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

The Company was having an unpaid and unclaimed deposit amount of RS 1,00,000/- at the end of the FY24.

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 the Guidance Note on Audit of IFC over Financial Reporting issued by the Institute of Chartered Accountants of India 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 Auditors of the Company for the FY24. The Internal Auditors independently evaluate the adequacy of internal controls and check for due compliance with the Company?s policies, regulatory requirements and Standard Operating Procedures. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. During the year under review, the Company continued to implement the suggestions and recommendations of Internal Auditors 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 enclosed as Annexure "B" to this Report. A Certificate on compliance of Corporate Governance by a Practicing Company Secretary is enclosed as Annexure "C" to this Report, Certification of Non-Disqualification of Directors is enclosed as Annexure "E" to this Report and the Management Discussion and Analysis is enclosed as Annexure "A" to this Report and Secretarial Audit Report is enclosed as Annexure "G" to this Report.

During the FY24, requirement of disclosure with respect to Business Responsibility and Sustainability Report under the provisions of Regulation 34(2)(f) of the SEBI LODR is not applicable to the Company.

20. Statutory Auditors

M/s V Sankar Aiyar & Co, Chartered Accountants, Delhi (Firm Registration Number: 109208W) were appointed as Statutory Auditors of the Company for a term of four (4) consecutive years i.e., from the conclusion of 53^rd AGM held in the year 2021 till the conclusion of the 57^th AGM of the Company to be held in the year 2025. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

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 Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Aditi Agarwal & Associates, Practicing Company Secretary, as Secretarial Auditors, to undertake the Secretarial Audit of the Company for the FY24.

The Report of the Secretarial Auditors for the FY24 is enclosed as Annexure "G" to this Report. The Secretarial Audit Report does not contain any qualification and comments made in the Report are self-explanatory and do not require any further explanation.

22. Cost Records and Cost Audit

The requirement of maintenance of cost records as specified by the Central Government under subsection (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 FY24 was conducted by Mr. Somnath Mukherjee, Cost Accountant. The Cost Audit Report does not contain qualification.

The Board of Directors in its meeting held on 10 August 2024, reappointed Mr. Somnath Mukherjee, Cost Accountant, to conduct the Cost Audit for the FY25.

23. Prevention of Sexual Harassment (POSH) at Workplace

The Company has complied with the provisions relating to the constitution of Internal Complaints Committees 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. An Internal Complaints Committee (ICC) has been set up 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 were no sexual harassment complaint pending or received during FY24.

24. Compliance of Secretarial Standards

During FY24, the Company has complied with 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 in terms of section 118(10) 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 Hon?ble 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 RS 30,00,00,000/- consisting of 3,00,00,000 equity

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

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

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

Redeemable Preference Shares of RS 100/- each, and

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

Shares of RS 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 FY24, there is no change in paid-up capital of the Company. The Company has issued and allotted secured, redeemable, non-convertible debentures aggregating RS 200 Cr. on Private Placement basis. During the year under review, the Company redeemed non-convertible debentures aggregating RS 150 Cr.

27. Consolidated Financial Statements

In pursuance of the provisions of the Act and rules framed 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/joint venture (Form AOC - 1) forms part of the Report and is attached 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 Company?s website at https://www. zuariindustries.in/financial-information.

28. Subsidiaries & Associates

During FY24, Zuari Envien Bioenergy Private Limited ("ZEBPL") ceased to be subsidiary of the Company and became Joint Venture Company. Further, Texmaco Rail and Engineering Limited ceased to be indirect Associate of the Company.

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 amalgamated with the ZIL.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company?s subsidiaries in Form No. AOC-1 is provided in Annexure "J" to this Report.

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

During FY24, the Company had subscribed 1,84,90,000 partly paid-up equity shares of face value of RS 10/- each at par in ZEBPL in addition to 10,000 fully paid-up equity shares held by the Company. Envien International Limited, Malta ("Envien") also subscribed 1,85,00,000 equity shares in ZEBPL comprising of 10,000 fully paid-up and 1,84,90,000 partly paid-up equity shares at premium of RS 27.84/- per share. Both the Company and Envien holds

50% each in ZEBPL. ZEBPL is in process of setting of its 180 KLPD ethanol project at Lakhimpur Khairi, Uttar Pradesh. The necessary approval for setting up of project have been obtained and construction activities began in February? 24 and commercial operations expected to commence by mid 2025.

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:

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

b) the Directors had 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) the Directors had 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) the Directors had prepared the annual accounts on a going concern basis;

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

During FY24:

(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 FY24 and the date of this Report.

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

(f) During the FY24, the auditor, secretarial auditor and cost auditor have not reported any fraud under Section 143(12) of the Act and the Companies (Audit and Auditors) Rules, 2014.

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.