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Scheme of Arrangement and Demerger: Zuari Industies Limited

With a view to optimize the potential of the various businesses of Zuari Industries Limited

With a view to optimize the potential of the various businesses of Zuari Industries Limited, viz. fertilizers, pesticides, seeds, furniture, engineering , real estate etc. and effectively cater to their management and growth, a Scheme of Arrangement and Demerger was envisaged as a measure of Corporate restructuring, to demerge the Fertiliser undertaking of Zuari Industries Limited ( ZIL),into erstwhile subsidiary, Zuari Holdings Limited (now Zuari Agro Chemicals Ltd.). The Scheme provides for allotment of shares of ZHL to the existing shareholders of ZIL in the ratio of 1:1, thereby enabling them to efficiently fulfill their investment objectives through separate holdings. Consequent to the order of the Hon’ble High Court of Bombay at Goa, on 2nd March 2012, the fertilizer undertaking of ZIL has been demerged, effective 1st July 2011. The financial performance of Zuari Industries Limited, for the fiscal 2011-12, necessarily reflects this change by taking into account only the first quarter of full fertiliser operations and only 30% of the subsequent nine months of fiscal 2011-12, which is the extent of ZIL’s present stake in ZHL.

Subsequently, Zuari Industries Limited, has been renamed as Zuari Global Limited vide certificate of Ministry of Company Affairs Goa, Daman and Diu dated 28 June 2012.