Jyotsna Poddar has filed a disclosure under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations, announcing plans to acquire shares in Zuari Agro Chemicals Limited through an inter-se transfer between relatives.

Transaction Details

The proposed acquisition involves the transfer of 1,50,000 shares from Akshay Poddar to Jyotsna Poddar, representing 0.36% of the company's total share capital. The transaction is structured as a gift between immediate relatives with no monetary consideration involved.

Shareholding Pattern Changes

The transaction will result in significant changes to the shareholding pattern of both parties involved. Jyotsna Poddar's stake in the company will increase substantially, while Akshay Poddar will completely exit his shareholding position.

Regulatory Compliance

The disclosure was made on December 12, 2025, in compliance with Regulation 10(5) read with Regulation 10(1)(a) of SEBI SAST Regulations, 2011. As both parties are promoters of the target company and the transaction involves a gift between immediate relatives, the acquirer is exempted from making an open offer to other shareholders.

The filing confirms that all conditions specified under regulation 10(1)(a) regarding exemptions have been duly complied with. Additionally, disclosures under Regulation 29 of the SAST Regulations have been made through the System Driven Disclosure mechanism.

Historical Compliance

Both Jyotsna Poddar and Akshay Poddar have maintained regular compliance with SEBI regulations, filing annual declarations under Regulation 31(4) confirming no encumbrance on their shareholdings for the financial years ended March 31, 2023, 2024, and 2025.

Zuari Agro Chemicals Limited (ZACL) has announced significant financial gains resulting from major corporate restructuring activities in its latest quarterly results. The company reported exceptional gains totaling Rs. 1,168.96 crores, stemming from strategic business transfers and equity share transactions.

Key Restructuring Moves

Transfer of MCFL Investment

ZACL transferred its investment in Mangalore Chemicals and Fertilizers Limited (MCFL) to Zuari Maroc Phosphates Private Limited (ZMPPL) for Rs. 418.13 crores. This move was part of a Composite Scheme of Arrangement approved by the National Company Law Tribunal (NCLT).

Equity Share Exchange with Paradeep Phosphates Limited

Following the NCLT-approved scheme, MCFL was amalgamated with Paradeep Phosphates Limited (PPL). Consequently, ZACL is set to receive equity shares in PPL in exchange for its MCFL shares, resulting in a gain of Rs. 986.91 crores.

Sale of Mahad Plant

ZACL completed the sale of its granulated single super phosphate plant at Mahad, Maharashtra, to MCFL for Rs. 72.75 crores, recognizing a gain of Rs. 9.32 crores.

Financial Impact

The corporate restructuring has had a significant impact on ZACL's financial position:

Other Corporate Developments

• MCFL ceased to be a subsidiary of ZACL effective September 26, following NCLT approval of the composite scheme.
• The board has approved seeking an extension for a Rs. 110 crores Inter Corporate Deposit from Zuari Industries Limited.
• Approval has been granted for availing fresh Inter Corporate Deposits of Rs. 85 crores from Adventz Finance Private Limited.
• ZACL has filed a joint settlement application with SEBI for an ongoing matter, awaiting the final order.

These strategic moves mark a significant shift in Zuari Agro Chemicals' corporate structure and are expected to have a substantial impact on the company's financial outlook.