Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

The company is conducting a postal ballot process (not a physical meeting) with remote e-voting facilitated by National Securities Depository Limited (NSDL). The e-voting period commences from 9:00 AM (IST) on Saturday, 30 May 2026 and ends at 5:00 PM (IST) on Sunday, 28 June 2026. The cut-off date for determining voting eligibility is Friday, 22 May 2026.

Proposed Resolutions and Implications

Resolution 1: Re-appointment of Mr. Alok Saxena as Whole Time Director (Special Resolution)
  • Re-appointment for two years from 1 July 2026 to 30 June 2028
  • Monthly remuneration package includes:
  • Basic Salary: Rs. 4,42,917 per month
  • Conveyance Allowance: Rs. 1,18,556 per month
  • Performance Linked Variable Pay: Rs. 88,828 per month
  • Leave Travel Allowance: Rs. 36,895 per month
  • Additional benefits: Group insurance, PF, Gratuity, subsidized accommodation, company car with driver
  • Total estimated monthly remuneration: ~Rs. 6,87,196
Resolution 2: Increase Borrowing Powers under Section 180(1)(c) (Special Resolution)
  • Increase borrowing limit from Rs. 2,000 crore to Rs. 2,100 crore
  • Borrowings may include loans, inter-corporate deposits, overdrafts, commercial papers, debentures, bonds, ECBs
  • Limit is over and above paid-up share capital, free reserves and securities premium
  • Supersedes previous resolution dated 28 August 2020
Resolution 3: Create Charge on Assets under Section 180(1)(a) (Special Resolution)
  • Authorization to create charges, mortgages, pledges on company assets
  • To secure borrowings up to the approved limit of Rs. 2,100 crore
  • Assets include movable/immovable properties, current/fixed assets, tangible/intangible assets
  • Supersedes previous resolution dated 28 August 2020
Resolution 4: Approval of Material Related Party Transactions with Zuari Envien Bioenergy (Ordinary Resolution)
  • Aggregate value not exceeding Rs. 163.44 crore during FY 2026-27
  • Breakdown includes:
  • Sale/supply of goods including bagasse: Rs. 40 crore
  • Management, marketing, sales and logistics services: Rs. 6.44 crore
  • Cost charges to/from related parties: Rs. 2 crore
  • Inter-corporate deposits: Rs. 40 crore
  • Guarantees for ZEBPL credit facilities: Rs. 75 crore
  • ZEBPL is a 50:50 joint venture between Zuari Industries and Envien International Limited
  • Transactions represent 15.64% of company's consolidated turnover (Rs. 1,044.82 crore for FY 2025-26)

Voting Process and Methods

The company has engaged NSDL to provide remote e-voting facilities (EVEN: 139476). Voting is exclusively electronic with no physical ballot forms being distributed. Members can vote through multiple methods:

  • Individual shareholders with demat accounts can vote through their DP accounts
  • Physical shareholders and institutional investors can vote using NSDL's e-voting platform
  • Detailed voting instructions with multiple access methods are provided in the notice

Key Voting Outcomes

Note: Voting results are not yet available as the e-voting period is scheduled from 30 May 2026 to 28 June 2026. Results will be announced on or before 30 June 2026.

Scrutinizer's Role and Appointment

Ms. Aditi Gupta (ICSI Membership No. F9410) of M/s Aditi Agarwal & Associates, Practicing Company Secretaries, has been appointed as Scrutinizer to conduct the postal ballot process in a fair and transparent manner. The Scrutinizer will submit her report to the Chairman upon completion of vote scrutiny, and her decision on vote validity will be final.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
  • Companies Act, 2013 and relevant rules
  • MCA Circular Nos. 14/2020, 17/2020, and 03/2025
  • Secretarial Standard on General Meetings (SS-2)
  • SEBI Master Circular reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026

Additional Financial Information

  • Company's consolidated turnover for FY 2025-26: Rs. 1,044.82 crore
  • FY 2025-26 financial performance: Revenue from operations Rs. 87,428.09 lakh, Profit before tax Rs. 2,436.41 lakh, Profit after tax Rs. 1,214.38 lakh
  • Weighted Average Cost of Borrowing as on 31 March 2026: 10.76%
  • ZEBPL financial performance (FY 2025-26): Turnover Rs. 11.91 crore, Profit After Tax (Rs. 10.79) crore, Net worth Rs. 75.80 crore
  • ZEBPL credit rating: CARE BBB– (CE) with Stable outlook

The notice and all relevant documents are available on the company's website (www.zuariindustries.in), stock exchange websites, and NSDL's e-voting portal.