Equity Analysis

To the Members,

Your Directors take pleasure in presenting the 55^th (Fifty-Fifth) Annual Report of the Company together with Statement of Accounts for the financial year ended 31 March 2023.

(H in Lakh)

The Board of Directors of the Company at its meeting held on 25 May 2023, recommended the following:

(i) dividend @ 10% i.e., H 1/- per equity share of the face value of H10/- each on 2,97,81,184 equity shares fully paid up.

(ii) dividend @7% i.e., H0.70/- per 7% - NonConvertible Redeemable Preference Shares of the face value of H10 each on 59,22,080 shares aggregating to H32,70,935/-.

(iii) dividend @10.5% i.e., H1.05/- per 10.5% - Non-Convertible Redeemable Preference Shares of the face value of H10 each on 58,52,034 shares aggregating to H48,48,370/-; and for the Financial Year 2022-23 subject to approval of members at the ensuing Annual General Meeting of the Company.

The Board has recommended 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.

Dividend income is taxable in the hands of the shareholders effective 1 April 2020 and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961.

During the year, amount transferred to General Reserves is NIL. An amount of H 58,135.70 Lakh is retained as surplus in the Profit and Loss account.

During the year under review, the Company, on a consolidated basis spent H1,749.44 Lakh on capex.

The total paid-up share capital as on 31 March 2023 was following:

During the year under review, your Company crushed 133.30 Lakh Quintals (Previous year 128.09 Lakh Quintals) of sugar cane achieving sugar recovery rate of 9.85% (Previous year 9.43%).

The Company increased the quantity of cane crushed from last year despite a late start of milling operations for the SS 22-23. The delay in start was mainly on account of unprecedented rainfall witnessed by the region in the month of October 2022. This not only led to flooding and inundation of sugarcane fields and waterlogging of cane centers but also delay in the maturing of sugarcane.

Sugar production stood at 11.61 Lakh Quintals (Previous year 12.08 Lakh Quintals) and Ethanol production stood at 26502 KL (Previous year 23319 KL). The Company generated 102.25 Mn Units of power during the financial year (Previous year 96.14 Mn Units). A detailed analysis of the Company's operations, future expectations and business environment is given in the Management Discussions and Analysis Report which forms an integral part of this Annual Report.

The Division has also started manufacturing and selling high-grade sugar to pharma and food processing industries. Management is focused on expanding this high-margin product line and is working diligently to establish a strong customer base and increase order pipeline.

The Division also undertook multiple digital initiatives such as launch of Saksham App, Cut- to-Crush Monitoring, Yard Optimisation tool, etc. in order to efficiently manage the operations and establish a better outreach to farmers.

During the year, the Company sold the balance 9 units of Phase - I of the Zuari Rain Forest Project in Goa.

The Company recognised revenue of H 1,934.23 Lakhs from sale of units during the year.

With the completion of sales of Phase I, the company has already started planning the development of Phase - II Zuari Rain Forest.

The Company owns a substantial landbank in Goa. During FY23, the Company sold 20.8 acres of land and still holds 630 acres of land at Sancoale village in South Goa.

During the year under review, the Company undertook various Research & Development initiatives as more particularly mentioned in Annexure 'A'.

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of Companies Act, 2013 ("the Act”) forms part of this Report as Annexure 'A'.

The Annual Return referred to in Section 92(3) of the Companies Act, 2013 ("the Act”) is available on the website of the Company at www.zuariindustries.in and can be accessed at the following link https://www. zuariindustries.in/investor-resources.

All related party transactions entered during the Financial Year 2022-23, 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 that have conflict with the interest of the Company.

Related Party Transactions Policy of the Company is available on the website at the following link https://www. zuariindustries.in/corporate-governance. The details of related party transactions as per Form AOC-2 are enclosed as Annexure 'K'.

The Company has disclosed the full particulars of the loans given, investments made, guarantees given and security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) in Notes 5A, 5B and 5C forming part of the financial statements.

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and employees in the Senior Management. More details of the same including the composition of the Committee are given in the Report on Corporate Governance enclosed as Annexure 'B' to this report.

The Nomination and Remuneration Policy is displayed on the Company's website at the following link https://www. zuariindustries.in/corporate-governance.

The disclosures related to employees under Section 197(12) of the Companies Act, 2013 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 and Accounts are being sent to the Members excluding the aforesaid information. Any Members interested in obtaining the same may write to the Company.

Your Company has a well-defined risk management framework in place. Although, the constitution of Risk Management Committee under Regulation 21 of SEBI Listing Regulations is not applicable to the Company, your Company has constituted a Risk Management Committee.

The Risk Management Committee monitors various risks of the Company including the risks, if any, which may threaten the existence of the Company.

The composition and terms of reference of the Risk Management Committee are given in the Report on Corporate Governance enclosed as Annexure 'B' to this report.

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations 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 Vigil Mechanism 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 Board of Directors has constituted a CSR Committee and approved the CSR Policy. During the Financial Year 2022-23, a meeting of the Committee was held on 13 August 2022.

The Composition of Committee as at the end of financial year 2022-23 & attendance of the members at the meetings held during the said financial year are mentioned below:

The Policy is displayed on the Company's website at the following link https://www.zuariindustries.in/corporate- governance

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The Committee also recommends the amount of expenditure to be incurred on the CSR activities and monitors the CSR Policy of the Company from time to time.

The detailed report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure 'H' to this report.

During the financial year under review, the Nomination and Remuneration Committee (NRC), considered the appointment of Mr. Suneet Shriniwas Maheshwari as an Independent Director on the Board after evaluating his skills, knowledge and experience required. The Board pursuant to the recommendation of the NRC, appointed Mr. Suneet Shriniwas Maheshwari as an Independent Director of the Company for a period of five years with effect from 1 July 2022.

In the opinion of the Board, Mr. Suneet Shriniwas Maheshwari possesses integrity, expertise and experience (including proficiency), required for appointment as Independent Director.

Subsequently, the members of the Company at the Annual General Meeting held on 28 September 2022, also approved the appointment of Mr. Suneet Shriniwas Maheshwari as an Independent Director of the Company for the period recommended by the Board.

NRC also considered the appointment of Mr. Alok Saxena as Whole Time Director on the Board after evaluating his skills, knowledge and experience required. The Board pursuant to the recommendation of the NRC, appointed Mr. Alok Saxena as Whole Time Director of the Company for a period of two years with effect from 1 July 2022.

Subsequently, the members of the Company at the Annual General Meeting held on 28 September 2022, also approved the appointment of Mr. Alok Saxena as Whole Time Director of the Company for the period recommended by the Board.

In accordance with provisions of the Act and the Articles of Association of the Company, Mrs. Jyotsna Poddar retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. A brief profile and details of other Directorships of Mrs. Poddar is given in the Report on Corporate Governance enclosed as Annexure 'B' to this report.

As at the end of the financial year, in terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Vijay Vyankatesh Paranjape, Mr. Sushil Kumar Roongta, Mr. Suneet Shriniwas Maheshwari and Mrs. Manju Gupta were the Independent Directors of the Company.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations. 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.

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

In accordance with the provisions of Regulation 25(7) of SEBI Listing Regulations, the Company organizes familiarization program for Independent Directors as and when required.

I n terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during Financial Year 2022-23 were:

• Mr. Athar Shahab, Managing Director

• Mr. Alok Saxena, Whole Time Director*

• Mr. Nishant Dalai, Chief Financial Officer

• Mr. Laxman Aggarwal, Company Secretary *Appointed w.e.f. 1 July 2022

Pursuant to the provisions of the Section 134, 178 and Schedule IV of the Act and Regulation 17 of the SEBI Listing Regulations, the following performance evaluations were carried out:

a) Performance evaluation of the Board, Chairman and Non-Independent Directors by the Independent Directors;

b) Performance evaluation of the Board, its Committees and Independent Directors by the Board of Directors; and

c) Performance evaluation of every Director by the Nomination and Remuneration Committee.

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

During the year under review, seven (7) meetings of the Board of Directors were held on 25 April 2022, 30 May 2022, 13 August 2022, 14 November 2022, 9 January 2023, 13 February 2023 and 31 March 2023 respectively. The details of the composition of the Board and the attendance of the Directors at the Board meetings are provided in the enclosed Corporate Governance Report.

During the year under review, seven (7) meetings of the Audit Committee were held on 30 May 2022, 13 August 2022, 14 November 2022, 6 December 2022, 9 January 2023, 13 February 2023 and 31 March 2023 respectively and all the recommendations of the Audit Committee were accepted by the Board. The details of the composition of the Audit Committee and details of committee meetings are given in the enclosed Corporate Governance Report.

As reported in the year 2008-09, the Fixed Deposit Scheme of the Company was discontinued. The Company has not accepted any deposits from the public/members under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

The Company was having an unpaid and unclaimed deposit amount of H 1,00,000 at the end of the financial year.

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.43 of Financial Statements under the heading "Contingent liabilities”.

The Company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and limits of Authority Manuals for conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

These documents are reviewed and updated on an ongoing basis to improve the internal control systems and operational efficiency. The Company uses a state-of-the- art ERP (SAP) system to record data for accounting and managing information with adequate security procedure and controls.

M/s K. Ramkumar & Co, Chartered Accountants, acted as Internal Auditors of the Company for the financial year 2022-23.

Along with the Internal Audit Report, the Internal Auditors have also submitted their opinion on adequacy of Internal Financial Controls over Financial Reporting ("IFCoFR”) and operative effectiveness of such control as at 31 March 2023. During the year under review, the Company continued to implement the suggestions and recommendations of Internal Auditors to improve the financial control. The findings under Internal financial control have been discussed by the Audit Committee on an ongoing basis to improve the efficiency in operations. The scope of internal financial control includes review of processes for safeguarding the assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Your Company has complied with all the mandatory requirements of Schedule V of SEBI Listing Regulations. The Report on Corporate Governance pursuant to Schedule V of SEBI Listing Regulations 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'. Declaration by the Managing Director is enclosed as Annexure 'D', Certification of Non-Disqualification of Directors is enclosed as Annexure 'E' and the Management Discussion and Analysis is enclosed as Annexure 'F' to this report and Secretarial Audit Report is enclosed as Annexure 'G' to this report.

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

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 Company had received written consent from the Auditors that the said appointment was in accordance with the criteria as provided under Section 139 and 141 of the Act and Rules framed thereunder.

The Standalone & Consolidated Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Act.

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company appointed Mr. Shivaram Bhat, Practicing Company Secretary, as Secretarial Auditors, to undertake the Secretarial Audit of the Company for financial year 2022-2023.

The Report of the Secretarial Auditor for the Financial Year 2022-23 is enclosed as Annexure 'G' to this report.

The Secretarial Audit Report contains the following observations:

a) One day delay in submission of Related Party Transactions disclosure to Stock Exchanges for the period ended 30 September 2022, as per Regulation 23 of the SEBI Listing Regulations, 2015. The Company has paid fine of H 5,000/- each to BSE and NSE for delayed compliance.

b) Attention drawn to the Notes to the financial statements detailing pending creation /satisfaction of charges during the previous financial years.

a) Due to interpretational issue of date of publication of financial results there was one day delay in filing the disclosures on Related Party Transactions for the half year ended 30 September 2022 with the stock exchanges i.e. NSE and BSE in terms of the requirement of Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had clarified the same to the stock exchanges, however stock exchanges had levied fine for the same and the same was paid.

b) As mentioned in the notes to the financial statements, the Company is in process of filing the charge creation / satisfaction with the concerned ROC.

Pursuant to Regulation 24A(2) of SEBI Listing Regulations, all listed entities on annual basis are required to get a check done by Practicing Company Secretary (PCS) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and get an Annual Secretarial Compliance Report issued in this regard which is further required to be submitted to Stock Exchanges within 60 days from the end of the financial year.

The Company engaged the services of Mr. Shivaram Bhat, Practicing Company Secretary and Secretarial Auditor of the Company to provide this certification.

Accordingly, the Company has complied with the above said provisions and an Annual Secretarial Compliance Report has been submitted to the Stock Exchanges within stipulated time.

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment. There were no complaints/cases filed/pending with the Company during the financial year under review.

The Company has not issued any ESOP to its employees during the year under review.

The consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standard) (Amendment) Rules, 2016 which forms part of this Annual Report.

The Company will make available the financial statements of subsidiaries, upon request by any member of the Company interested in receiving this information. The Annual Accounts of the Subsidiary Companies will also be available for inspection by any investor at the Registered Office of the Company and its Subsidiaries.

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 website of the Company at https://www. zuariindustries.in/financial-information

During the year under review, 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.

As informed in the previous year's Annual report, Hon'ble National Company Law Tribunal, Delhi and Hon'ble National Company Law Tribunal, Mumbai vide their orders dated 28 March 2022 and 20 April 2022 respectively had approved the Scheme of Amalgamation ("Scheme”) between erstwhile Gobind Sugar Mills Limited ("GSML' / 'Transferor Company') and Zuari Global Limited (Now known as "Zuari Industries Limited”) ("ZIL” / 'Transferee Company') and their respective shareholders and creditors thereof (NCLT Orders).

During the year under review, in terms of Clause 5 of the Scheme and in compliance of the NCLT Order, your Company allotted the shares in discharge of

consideration to the equity shareholders of GSML and whose names appear in the Register of Members on the Record Date i.e., 13 May 2022 for the equity shareholders of GSML in the following manner:

a. 100 (One Hundred) equity share(s) of the face value of H 10/- (Rupees Ten) each credited as fully paid up in the share capital of ZIL for every 285 (Two Hundred and Eighty-Five) fully paid- up equity share(s) of the face value of H 10/- (Rupees Ten) each held in GSML;

OR

b. 10,000 (Ten Thousand) 10.5% Non-Convertible Redeemable Preference Shares of the face value of H 10/- (Rupees Ten) each credited as fully paid up in the share capital of the ZIL for every 1,006 (One Thousand and Six) fully paid- up equity share(s) of the face value of H 10/- (Rupees Ten) each held in GSML.

The equity shareholders of GSML were provided the option to take either equity Shares or 10.5% NonConvertible Redeemable Preference Shares of ZIL as specified above. In compliance of the NCLT Orders your Company had dispatched the option forms on 17 May 2022 and based on the options availed, the Company allotted the following shares:

3,40,580 equity shares of J 10/- each to following

? 3,36,823 equity shares to the shareholders of GSML who have opted for equity and holding shares in demat form; and

? 3,757 equity shares to Catalyst Trusteeship Limited, Trustee appointed pursuant to Scheme of Amalgamation who will hold such equity shares for the benefit of equity shareholders holding shares in physical form.

58,52,034 - 10.5% Non-Convertible Redeemable Preference Shares (10.5% NCRPS) of J 10/- each to following

? 23,81,077 preference shares to shareholders who opted for 10.5% NCRPS or who had not submitted any option form with the Company and holding shares in demat form; and

? 34,70,957 preference shares to Catalyst Trusteeship Limited, Trustee appointed pursuant to Scheme of Amalgamation who will hold such preference shares for the benefit of equity shareholders holding shares in physical form.

Also, in terms of Clause 5 of the Scheme and in compliance of the NCLT Order, your Company has offered the consideration to the 7% NonConvertible Redeemable Preference Shareholders (7% NCRPS) of GSML whose names appear in the

Register of Members on the Record Date i.e. 13 May 2022 in the following manner:

1 fully paid 7% Non-Convertible Redeemable Preference Share of the face value of H 10/- each in the share capital of ZIL for every 1 fully paid up 7% Non-Convertible Redeemable Preference Share of the face value of H 10/- each held in GSML. Accordingly, the Company allotted 59,22,080 - 7% NCRPS of H 10/- each to the 7% NCRPS holders of GSML.

Accordingly, 59,22,080 - 7% Non-Convertible Redeemable Preference Shares (7% NCRPS) of H 10/- each were allotted to existing 7% NCRPS holders.

With effect from the Appointed Date i.e. 1 April 2020 and upon the Scheme becoming effective on 30 April 2022, the entire business and whole of undertaking(s) of GSML shall, pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act, and pursuant to the order of NCLT sanctioning the Scheme, without any further act, deed, matter or thing, together with all properties, assets, rights, liabilities, benefits and interest therein stand transferred to and vested in and / or deemed to be transferred to and vested in ZIL, as a going concern.

As informed in previous year's Annual report, pursuant to Clause 16 of the Scheme of Amalgamation, the name of your Company was changed from "Zuari Global Limited” to "Zuari Industries Limited” for which the approval from Registrar of Companies, Goa, was received on 16 June 2022 and the said name change was also approved by concerned Stock Exchanges of the Company.

The Scheme of Amalgamation, the certified copies of NCLT orders and other relevant documents in connection with the Amalgamation have been made available on the website of the Company at https://www.zuariindustries.in/storage/uploads/ blogs/1691139073.pdf

During the year under review, 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 Companies Act, 2013 and rules framed thereunder ("Scheme”), i.e., through National Company Law Tribunal ("NCLT”) approval route on account of following benefits:

1. Greater integration, greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value and will improve the competitive position of the combined entity.

2. Improved organizational capability and leadership, arising from the pooling of resources to compete successfully in an increasingly competitive industry.

3. Strengthening of brand "Zuari” leading to a stronger market presence.

4. Greater leverage in operations planning and process optimization and enhanced flexibility.

5. Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, administration, finance, accounts, legal, and other related functions, leading to elimination of duplication and rationalization of administrative expenses.

6. To enable the group to attract and retain talent in a cost-effective manner by consolidating its operations across geographical locations.

7. Simplification of group structure by eliminating duplication of work, multiple entities in similar business thus enabling focus on core competencies and achieve group synergies.

ZSPL is a wholly owned subsidiary of ZIL, therefore, upon this Scheme becoming effective:

1. no shares of ZIL shall be allotted in lieu or exchange of its holding in ZSPL and the entire issued, subscribed and paid-up capital of ZSPL shall stand cancelled and the share certificates, if any, and/or the shares representing the shares held by the ZIL in ZSPL shall be deemed to be cancelled without any further act or deed.

2. without any further act, instrument or deed, ZSPL shall stand dissolved without process of winding-up, and the Board of Directors and any committees thereof of the Transferor Company shall without any further act, instrument or deed be and stand dissolved on the terms and conditions mentioned in the aforesaid Scheme.

The Appointed Date for the Scheme is 1 April 2022 or such other date as the NCLT, Mumbai Bench may direct / fix.

Your Company filed the merger application before NCLT, Mumbai Bench on 27 March 2023 and NCLT vide its order released on its website on 19 May 2023, has dispensed with the meeting of shareholders and

creditors and directed to serve notices to applicable regulatory authorities. Following these directives received from the NCLT, your Company has duly served individual notices to various regulatory authorities. Subsequent to the closure of financial year, your Company filed the second motion petition on 23 June 2023 with the NCLT, Mumbai Bench and awaiting the issuance of the order.

The Scheme shall be subject to the final approval of NCLT, Mumbai Bench.

In terms of Regulation 37(6) of the SEBI Listing Regulations, the provisions of Regulation 37 of SEBI Listing Regulations are not applicable to draft schemes which solely provide for merger of a wholly owned subsidiary with its holding company. Hence, 'No Objection Letter' on the Scheme was not required to be obtained from the Stock Exchanges on which equity shares of the Company are listed.

However, in accordance with the provisions of Regulation 37(6) of the SEBI Listing Regulations read with the provisions of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23 November 2021, your Company has filed draft scheme with the Stock Exchanges for the purpose of disclosure and dissemination on their websites.

The aforesaid Scheme and other relevant documents in connection with the amalgamation of ZSPL with ZIL have been made available on the website of the Company at https://www.zuariindustries.in/ shareholder-information.

A brief review of the subsidiaries of the Company is given below:

ZIIL is a wholly-owned subsidiary of your Company that represents the group's foray into Real Estate Sector with projects across different cities in India and abroad.

The real estate sector is one of the most globally recognized sectors. Real estate sector in India is expected to reach US$ 1 trillion by 2030.

ZIIL launched its flagship project - St. Regis The Residencies, Financial Centre Road, Dubai on 7 March 2023. With 232 units up for sale, the launch witnessed a booking of over USD 272 Mn. The overall booking percentage during FY 23 stood at ~80%. The project is expected to complete by February 2026. The project has been conceived in partnership with St. Regis, one of the most exquisite and desirable brands within Marriott International & Starwood portfolio of hotels, resorts and residences around the globe.

ZIIL's total revenue for FY23 was H 10,874.22 Lakh (previous year H 9,000.80 Lakh).

The Profit/(Loss) before tax for FY23 was H (2,669.25) Lakh (previous year H 97.70 Lakh).

The Profit/(Loss) after tax for FY23 was H (2,666.32) Lakh (previous year H 268.31 Lakh).

ZIIL's total revenue for FY23 was H 9,116.39 Lakh (previous year H 7,807.32 Lakh).

The Loss before tax for FY23 was H 4,629.24 Lakh (previous year H 1,419.39 Lakh).

The Loss after tax for FY23 was H 4,626.31 Lakh (previous year H 1,248.78 Lakh).

Simon India Limited (SIL), a wholly-owned subsidiary of your Company, is engaged in EPCM activities. A summary of important activities of the subsidiary during FY23 is as under:

Project completed, outstanding payment received.

Detailed engineering work completed.

Work completed and 50% milestone payment received.

SIL's Revenue from operations for FY23 was H 92.41 Lakh (previous year H 1,236.85 Lakh)

The total Revenue for FY23 was H 1,438.86 Lakh (previous year H 1,853.42 Lakh).

The Profit/(Loss) before tax for FY23 was H 758.17 Lakh (previous year H (1,092.45) Lakh).

The Profit/(Loss) after tax for FY23 was H 758.15 Lakh (previous year H (1,097.77) Lakh).

Your Company holds 72.45% share in IFPL.

IFPL is into the business of trading of Ready-To- Assemble (RTA) Furniture and Mattresses and also providing services for office furnishing. The company earns lease rentals from its properties, plant and equipment leased out to Forte Furniture Products India Private Limited.

IFPL's revenue from operations for FY23 was H 78.49 Lakh (previous year H 165.24 Lakh).

The Loss before tax for FY23 was H 1,137.64 Lakh (previous year H 725.40 Lakh).

The Loss after tax for FY23 was H 1,133.94 Lakh (previous year H 721.17 Lakh).

ZIntL is a wholly-owned subsidiary of your Company is engaged in the business of trading of sugar and non-sugar products. The company also holds investments in various group entities.

ZIntL's total Revenue for FY23 was H 10,758.58 Lakh (previous year H 3,918.92 Lakh).

The Loss before tax for FY23 was H 1,893.47 Lakh (previous year H 2,927.68 Lakh).

The Loss after tax for FY23 was H 1,893.47 Lakh (previous year H 2,927.68 Lakh).

ZSPL is a wholly-owned subsidiary of your Company is currently engaged in the business of trading of sugar and non-sugar products. ZSPL is currently under process of amalgamation with Zuari Industries Limited.

The total revenue of the company for FY23 was H 4,795.72 Lakh (previous year H 8,658.49 Lakh).

The loss before tax for FY23 stood at H 1725.69 Lakh (previous year loss H 4,377.72 Lakh).

The loss after tax for FY23 stood at H 1,733.42 Lakh (previous year loss H 4,377.72 Lakh).

Zuari Management Services Limited (ZMSL), a wholly-owned subsidiary of your Company, is engaged in the business of rendering management services primarily to Group Companies in the areas of staffing, payroll services, recruitment, compliance, corporate communication, etc.

ZMSL's total revenue for FY23 was H 4,874.99 Lakh (previous year H 4,110.79 Lakh).

The Loss before tax and loss after tax for FY23 was H 193.44 Lakh (previous year loss H 190.77 Lakh).

ZFL, a wholly-owned subsidiary of your Company, is engaged in stockbroking, DP services, RTA services and distribution of financial products.

ZFL is a member of both, National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE), for cash, derivative and currency segments and providing trading services to its clients. It is a depository participant with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and providing depository services to its clients.

Besides being empaneled with Association of Mutual Fund of India for distribution of Mutual Fund products and a Category - II, Registrar and Share Transfer Agent registered with Securities and Exchange Board of India.

ZFL's total revenue for FY23 was H 1234.14 Lakh (previous year H 1398.01 Lakh).

The profit before tax for FY23 was H 39.30 Lakh (previous year H 267.05 Lakh).

The Profit after tax for FY23 was H 28.17 Lakh (previous year H 199.56 Lakh).

Zuari Insurance Brokers Limited (ZIBL), a wholly- owned subsidiary of your Company, is registered with the Insurance Regulatory and Development Authority (IRDA) and provides complete Insurance solutions to individuals & Corporates as an Insurance Broker. The Company also caters to the entire inhouse insurance requirements of the group.

ZIBL's total revenue for FY23 was H 489.28 Lakh (previous year H 359.05 Lakh).

The Profit before tax for FY23 was H 210.02 Lakh (previous year H 55.46 Lakh).

The Profit after tax for FY23 was H 157.09 Lakh (previous year H 17.69 Lakh).

During the year under review, ZEBPL was incorporated as a wholly-owned subsidiary of your Company on 28 July 2022. The Company has subscribed 10,000 equity shares of H 10 each aggregating to H 1.00 Lakh. ZEBPL would inter-alia carry on the business of all types of biofuels / bioenergy.

In furtherance to above, your Company has entered into a Shareholders' Agreement ("SHA”) and Securities Subscription Agreement ("SSA”), both dated 15 March 2023 with (i) Envien International Limited ("Envien”), a body corporate incorporated and registered in Malta, under the laws of Malta, being part of Envien Group and (ii) ZEBPL, with the

intention to form a joint venture with Envien, where ZEBPL will be the joint venture company with a common objective to jointly build and operate a fully grain-based 150 (One Hundred and Fifty) Kilo litres per day ("KLPD”) Anhydrous Alcohol ("AA”) Distillery and further explore the organic and inorganic business opportunities in the biofuel space in India through a 50:50 joint venture. Further, as a part of the joint venture, ZEBPL will allot equity shares to ZIL and Envien, in accordance with the terms of the SSA.

ZEBPL is currently in the process of setting up its business operations.

With effect from 1 August 2023, the name of the company has been changed from "Zuari Indian Oiltanking Private Limited” to "Zuari IAV Private Limited.”

The company has terminal facility for handling petroleum products namely Naphtha, Motor Spirit, High Speed Diesel & Superior Kerosene.

The company provides terminal services to Hindustan Petroleum Corporation Limited, Bharat Petroleum Corporation Limited & Indian Oil Corporation Limited as a Common User Terminal (CUT) facility.

Products currently handled are Motor Spirit, High Speed Diesel & Ethanol.

For the year 2022-23, the Oil Terminal has achieved a throughput of KL 6,26,731.

The revenue of the company from Business Operations for FY23 was H 2,058.32 Lakh (previous year H 1,574.25 Lakh).

The Profit before tax for FY23 was H 423.59 Lakh (previous year H 176.81 Lakh).

For FY23, the Profit after tax stood at H 313.79 Lakh. (previous year H 130.49 Lakh).

Your Company and its subsidiary, Indian Furniture Products Limited ("IFPL”) have formed a Joint Venture company with Fabryki Mebli ''Forte'' S.A (''Forte''), which is a highly reputed company situated at Poland and engaged in the business of manufacturing, selling furniture and furniture related products in Europe.

FFIPL's total revenue for FY23 was H 6,341.10 Lakh (previous year H 5,245.36 Lakh).

The loss before tax for FY23 was H 1,795.09 Lakh (previous year H 2,308.57 Lakh).

The Loss after tax for FY23 was H 1,795.09 Lakh (previous year H 2,308.57 Lakh).

ZACL is operating a 2 lakh MTPA capacity Granulated SSP plant at MIDC, Mahad, in the state of Maharashtra. The products are being sold under the brand name Super 16.

ZACL's revenue from continued operations (Standalone) for FY23 was H 16,500.34 Lakh and discontinued operations was H 27,883.04 Lakh (previous year H 8,301.07 Lakh from continued operations and H 2,51,139.71 Lakh from discontinued operations).

The profit before tax for FY23 from continuing operations was H 38,667.07 Lakhs and loss before tax from discontinued operations was H 1,521.52 Lakhs (previous year loss H 7,776.16 Lakh from continued operations and H 452.75 Lakh from discontinued operations). The profit after Tax from continuing and discontinuing operations stood at H 29,386.38 Lakhs for the year ended 31 March 2023 (previous year loss H 8,345.08 Lakh).

The revenue from continued operations (Consolidated) for the year ended 31 March 2023 was H 4,55,261.73 Lakhs and discontinued operations was H 27,883.04 Lakhs (previous year H 3,58,979.83 Lakh from continued operations and H 2,51,139.71 Lakh from discontinued operations).

The consolidated profit before tax for FY23 from continuing operations was H 68,336.65 Lakhs and loss before tax from discontinued operations was H 1,521.52 Lakhs (previous year profit H 21,384.24 Lakh from continued operations and H 424.94 Lakh from discontinued operations). The profit after tax from continuing and discontinuing operations stood at H 53,903.92 Lakhs for the year ended 31 March 2023 (previous year H 17,082.73 Lakh).

TIHL is engaged in the business of Real Estate, Mini Hydel Power and Investments.

TIHL's Total Revenue for FY23 was H 1,042.52 Lakh (previous year H 1,347.86 Lakh).

The Profit Before Tax for FY23 was H 332.08 Lakh (previous year H 140.53 Lakh).

The Profit After Tax for FY23 was H 359.40 Lakh (previous year H 159.33 Lakh).

LIL is engaged in the business of Travel Management.

LIL's Total Revenue for FY23 was H 2,230.13 Lakh (previous year H 662.79 Lakh).

The Profit Before Tax for FY23 H 149.28 Lakh (previous year H 1.95 Lakh).

The Profit After Tax for FY23 was H 149.28 Lakh (previous year H 1.95 Lakh).

The statement containing salient features of the financial statement of subsidiaries/associates/joint ventures in the prescribed Form AOC-1 is attached as Annexure 'I' to this report.

During the financial year under review, the Company has maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Pursuant to amalgamation of erstwhile Gobind Sugar Mills Limited with Company effective from 30 April 2022, the Sugar, Power and Ethanol business (SPE Division) got transferred to the Company. Accordingly, the requirement of Cost Audit as prescribed under the provisions of Section 148(1) of Companies Act, 2013 became applicable on your Company.

Accordingly, the Company appointed Mr. Somnath Mukherjee, Cost Accountant, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2023-24.

During the year under review, the Cost Audit Reports for the Sugar, Electricity and Industrial Alcohol for the year ended 31 March 2022 were duly filed with Ministry of Corporate Affairs by the Company.

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 Companies Act, 2013, and hereby confirm that:

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

b) the Directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

(a) During the year under review, to the best of the available information, the Company has not made any application, nor any application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

(b) There was no instance of any one-time settlement with any bank during the period under review.

(c) Other than the matters disclosed in this Annual Report, there are no other events or transactions occurred during the year that requires to be disclosed in the Board's Report or Corporate Governance Report in terms of the Companies Act, 2013 or SEBI Listing Regulations.

Your Directors wish to place on record their appreciation

for the dedication, commitment and contribution of all

the stakeholders and employees of your Company.