Please find enclosed herewith Notice of 86th Annual General Meeting of the Company to be held on September 29, 2025
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ZR2 Bioenergy Ltd has filed the notice for its 86th Annual General Meeting, scheduled for Monday, September 29, 2025 at 12:00 PM via video conferencing, along with the Annual Report for FY 2024-25. Ordinary business includes adoption of audited financial statements, declaration of a dividend of ₹0.10 per equity share (face value ₹1), and re-appointment of Mr. Nilesh Jayant Jain, who retires by rotation. Special business items include reclassification of authorized share capital to convert all preference shares into equity shares (total ₹10 crores into 10 crore equity shares of ₹1 each), shifting the registered office from Gujarat (Ahmedabad) to Maharashtra (Mumbai), and approval of a new ESOP plan called 'ZR2 Bioenergy ESOP 2025' covering up to 7,13,770 stock options. The meeting will also seek shareholder approval to give loans, inter-corporate deposits and guarantees up to ₹1,250 crores under Section 186 of the Companies Act, and to appoint M/s Ritika Agrawal & Associates as Secretarial Auditors for five years.
The nominal ₹0.10 dividend per share signals modest shareholder returns, while the new ESOP plan could result in future equity dilution. The proposed shift of registered office to Mumbai and capital restructuring suggest a strategic realignment of the company.