Zuari Industries Limited has issued a postal ballot notice seeking shareholder approval for the appointment of two directors through remote e-voting. The notice, dated December 23, 2025, outlines the company's proposal to formalize key board appointments made earlier in November 2025.

Director Appointments Proposed

The postal ballot covers two significant appointments that require shareholder ratification:

Akshay Poddar - Non-Executive Director

Akshay Poddar brings extensive strategic management experience spanning 24 years across diversified sectors including fertilizers, agri-inputs, heavy engineering, sugar, consumer products, real estate, investments, and furniture. He holds a Sloan Masters in Leadership and Strategy from London Business School, UK, and completed the Owner/President Management Program from Harvard Business School, Boston, USA.

As the son of Chairman Saroj Kumar Poddar and Non-Executive Director Jyotsna Poddar, Akshay Poddar is one of the promoters of the Adventz Group. His appointment as Non-Executive Director will make him liable to retire by rotation, and the resolution requires approval through an Ordinary Resolution.

Sanjeev Lall - Independent Director

Sanjeev Lall holds a PGDBM (MBA) degree from XLRI, Jamshedpur, and brings over 30 years of experience in Investment Banking, Corporate/Mid-market/SME Banking, and Consulting. His expertise encompasses Commercial Banking, Credit Risk, Profit & Loss Management, Business Leadership, Strategic Planning, and Restructuring.

His professional background includes various positions at DBS Bank, Mumbai, including Managing Director Head Institutional Banking Group and Branches. Prior to DBS Bank, he held positions at Credit Lyonnais and G.E. Capital Services India. His appointment as Independent Director is proposed for a five-year term from November 13, 2025, to November 12, 2030, requiring approval through a Special Resolution.

E-Voting Process Details

The company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facilities to shareholders. The voting process follows strict regulatory guidelines:

Regulatory Compliance

In compliance with MCA Circulars and SEBI Listing Regulations, the postal ballot notice is being sent only through electronic mode to shareholders whose email addresses are registered with the company, its Registrar and Transfer Agent (Zuari Finserv Limited), or Depository Participants. Physical copies of the postal ballot notice are not being distributed.

Ms. Aditi Gupta (Membership No. F9410) of M/s Aditi Agarwal Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer to conduct the postal ballot through remote e-voting process in a fair and transparent manner.

Shareholder Eligibility and Voting Rights

Only shareholders whose names are recorded in the register of members or beneficial owners as on the cut-off date of December 19, 2025, are eligible to participate in the e-voting process. Voting rights will be proportionate to shareholders' holdings in the paid-up equity share capital of the company as on the cut-off date.

The postal ballot notice and related documents are available on the company's website at www.zuariindustries.in , stock exchange websites, and NSDL's e-voting portal at www.evoting.nsdl.com . Results will be communicated to BSE Limited and National Stock Exchange of India Limited upon completion of the scrutiny process.

Zuari Industries Limited has received disclosure from Jyotsna Poddar confirming her acquisition of 3,00,000 shares from immediate relative Akshay Poddar on December 19, 2025. The transaction was executed as an inter-se transfer among promoter relatives with no monetary consideration involved, structured as a gift.

Regulatory Filing Under SAST Regulations

Jyotsna Poddar submitted the latest disclosure under Regulation 10(6) of SEBI's Substantial Acquisition of Shares and Takeovers Regulations on December 23, 2025. The filing was made to both BSE Limited and National Stock Exchange of India Limited, confirming compliance with regulatory requirements for exempt acquisitions.

Exemption and Compliance Details

The acquisition qualifies for exemption under Regulation 10(1)(a) of the SAST Regulations as it involves inter-se transfer between immediate relatives within the promoter group. Prior disclosure was made under Regulation 10(5) on December 13, 2025, demonstrating proactive compliance with regulatory timelines.

Updated Shareholding Pattern

Following the completion of the acquisition, Jyotsna Poddar's total shareholding in the company has increased to 3,71,621 shares, representing 1.25% of the total paid-up share capital. The disclosure confirms the updated shareholding positions of both parties involved in the transaction.

Company Share Capital Structure

The disclosure confirms that Zuari Industries Limited has a total equity share capital of 2,97,81,184 equity shares of ₹10.00 each. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited, providing liquidity to investors across major exchanges. The transaction represents a redistribution of shareholding among promoter relatives without affecting the overall promoter group holding in the company.