1. Your Directors place before you the Seventeenth Annual Report of the Company together with Statement of Accounts for the financial
year ended 31^st March, 2026.

2. Financial Highlights: (' In Lakhs

A. Review of Operations:

The revenue from continuing operations (Standalone) for
the year ended 31^st March 2026 was ' Nil Lakhs as
compared to ' Nil Lakhs for the previous year.

The revenue from discontinued operations (Standalone)
for the year ended 31^st March 2026 was ' 1,941.99 Lakhs
as compared to ' 4,779.74 Lakhs for the previous year.

The profit before tax from continuing operations for the
year ended 31^st March 2026 was ' 1,11,671.57 Lakhs as
compared to Loss of ' 7,083.83 Lakhs for the year ended

31^st March 2025. The profit after Tax from continuing
operations stood at ' 95,745.25 Lakhs for the year ended
31^st March 2026 as compared to loss of ' 7,214.93 Lakhs
for the previous year.

The loss before tax from discontinued operations for the
year ended 31^st March 2026 was ' 266.65 Lakhs as
compared to loss of ' 95.23 Lakhs for the year ended 31^st
March 2025. The loss after tax from discontinued
operations stood at ' 266.65 Lakhs for the year ended 31^st
March 2026 as compared to loss of ' 95.23 Lakhs for the
previous year.

The revenue from continuing operations (Consolidated) for
the year ended 31^st March, 2026 was ' 3,19,971.59 Lakhs
as compared to ' 4,43,608.70 Lakhs for the previous year.

The revenue from discontinued operations (Consolidated)
for the year ended 31^st March, 2026 was ' Nil Lakhs as
compared to ' Nil Lakhs for the previous year.

The consolidated profit before tax from continuing
operations for the year ended 31^st March 2026 was
' 1,19,894.74 Lakhs as compared to profit of ' 30,312.90
Lakhs for the year ended 31^st March 2025. The profit after
tax from continuing operations stood at ' 98,235.02 Lakhs
for the year ended 31^st March 2026 as compared to profit
of ' 23,095.60 Lakhs for the previous year.

The consolidated loss before tax from discontinued
operations for the year ended 31^st March 2026 was ' Nil
Lakhs as compared to loss of ' Nil Lakhs for the year ended
31^st March 2025. The loss after tax from discontinued
operations stood at ' Nil Lakhs for the year ended 31^st
March 2026 as compared to loss of ' Nil Lakhs for the
previous year.

B. Reserves:

The net deficit in the statement of Profit and Loss and
General Reserves as on 31^st March, 2026 was ' 33,721.05
Lakhs, as against ' 61,758.33 Lakhs net deficit in the
statement of profit and loss as on 31^st March, 2025.

C. Material changes and commitments affecting financial
position between the end of the financial year and date
of the report:

There were no material changes and commitments
affecting the financial position of the Company between
the end of the financial year to which the financial
statements relate and the date of the approval of the
Board's Report.

3. Dividend:

The Directors do not recommend any dividend during the year
under review.

The Dividend Distribution Policy of the Company is available
on the Company's website. The weblink for the same is: http:/
/www.zuari.in/assets/files/corporate-governance/Dividend-
Distribution-Policy ZACL-14aug2021n.pdf

4. Conservation of Energy/Technology Absorption/Foreign
Exchange Earnings and Outgo:A. Conservation of Energy:

(i) The steps taken or impact on conservation of energy - Not
Applicable

(ii) The steps taken by the Company for utilizing alternate
sources of energy - Not Applicable

(iii) The capital investment on energy conservation equipment
- Not Applicable

No energy savings/conservation schemes were implemented
during the year 2025-26.

B. Technology Absorption:

(i) The efforts made towards technology absorption - Not
Applicable

(ii) The benefits derived like product improvement, cost
reduction, product development or import
substitution - Not Applicable

(iii) Imported technology (imported during the last 3 years
reckoned from the beginning of the financial year) -
Not Applicable

(iv) The expenditure incurred on Research and
Development - Not Applicable

No new technology was absorbed during the year
2025-26.

C. Foreign Exchange earnings and Outgo:

The expenditure in foreign currency for the year ended
31^st March, 2026 was ' Nil as compared to ' Nil during the
previous year. The foreign exchange earnings for the year
ended 31^st March, 2026 were ' Nil as compared to ' Nil
during the previous year.

5. Environment, Health and Safety:

The Company remains committed to maintaining high standards
of environmental responsibility, health and safety across its
operations and business activities. Following the rationalisation
of its manufacturing operations, the Company continues to
focus on ensuring compliance with applicable environmental
and statutory requirements.

The Company continues to uphold its environmental
commitments through adherence to regulatory norms and
responsible business practices. Certifications and approvals
obtained in earlier periods continue to reflect the Company's
commitment to quality, compliance and sustainability.

The Company also promotes a culture of safety and awareness
through periodic training and engagement initiatives for its
employees. Various activities relating to Safety, Health and
Environment continue to be observed to reinforce awareness
and best practices.

The Company remains focused on integrating environmental
and safety considerations into its overall business approach,
with an emphasis on sustainability and long-term responsibility.

6. Industrial Relations:

The Industrial Relations scenario in the Plant was normal.

7. Annual Return:

Annual Return referred to in Section 92(3) of the Companies
Act, 2013 is available on the website of the Company at
http://www.zuari.in/investor/annual return

8. Related Party Transactions:

All related party transactions that were entered into during the
financial year were on an arm's length basis. All related party
transactions were approved by the Audit Committee and the
Board of Directors. The details of related party transactions in
Form AOC-2 are enclosed as Annexure 'K'.

9. Particulars of Loans, Guarantees or Investments:

The details of loans given, corporate guarantees provided and
investments made by the Company under the provisions of
Section 186 of the Companies Act, 2013 are provided in Note
No. 6A and Note No. 40 to the financial statements.

10. Nomination & Remuneration Policy and Disclosures on
Remuneration:

The Board on the recommendation of the Nomination &
Remuneration Committee has framed a policy for selection,
appointment and remuneration of Directors, Key Managerial
Personnel and employees in the Senior Management including
the criteria for determining qualifications, positive attributes,
independence of a director and other matters as required under
Section 178(3) of the Companies Act, 2013. More details of the
same including the composition of the Committee are given in
the Report on Corporate Governance enclosed as
Annexure 'A' to this report.

The nomination and remuneration policy is displayed on the
Company's website. The weblink for the same is:

http://www.zuari.in/assets/files/corporate-governance/NominationandRemunerationPolicv-Q2Q22Q22.pdf

The disclosure related to the employees under Section 197(12)
read with Rule 5 (1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed
as Annexure 'I' to this Report.

The information required pursuant to Section 197 (12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is enclosed
as Annexure 'J'.

11. Vigil Mechanism/Whistle Blower Policy:

The Company, in accordance with the provisions of Section
177(9) of the Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, has established a vigil mechanism for directors and
employees to report genuine concerns to the management viz.
instances of unethical behavior, actual or suspected, fraud or
violations of the Company's Code of Conduct or Ethics Policy.
The Company has also formulated a Whistle Blower Policy
("Policy") which provides for adequate safeguard against
victimization of persons and has a provision for direct access to
the Chairperson of the Audit Committee. The Company has not
denied any person from having access to the Chairman of the
Audit Committee.

Weblink for the policy: http://www.zuari.in/assets/files/corporate-
aovemance/Whistle-Blower-Policv-08.02.2019n.Ddf

12. Corporate Social Responsibility ('CSR'):

The Board of Directors has constituted a CSR Committee and
also approved the CSR Policy. The CSR Committee comprised
of an Executive Director, one Independent Director and one
Non-Executive Director as on 31^st March, 2026. The Board has
designated Mrs. Asheeba Pereira, Company Secretary, as
Secretary of the Committee. As there was no business to be
transacted, no meeting of the Committee was held during the
year under review.

The composition of the Committee and other relevant details
are provided in the Corporate Governance Report, which forms
part of this Annual Report as Annexure 'A'.

The CSR Policy is displayed on the Company's website. The
weblink for the same is: http://www.zuari.in/assets/files/
corporate-governance/CSR-Policy-13feb2021.pdf

The CSR Committee formulates and recommends to the Board
a CSR Policy which shall indicate the activities to be undertaken
by the Company, as specified in Schedule VII of the Companies
Act, 2013. The Committee also recommends the amount of
expenditure to be incurred on the CSR activities and monitors
the CSR Policy of the Company from time to time.

The detailed report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014
is enclosed as Annexure 'H' to this Report.

13. Directors and Key Managerial Personnel:

The Board comprises three Non-Executive Directors, one
Executive Director and four Independent Directors. All
Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16 of SEBI (LODR)
Regulations, 2015. Based on the declarations received and in
the opinion of the Board, all the Independent Directors possess
the requisite qualification, experience, expertise, integrity and
proficiency required for appointment as Independent Directors
of the Company.

In accordance with the provisions of Regulation 25(7) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company organizes familiarization programmes for
the Independent Directors as and when required.

Mr. Saroj Kumar Poddar retires by rotation at the forthcoming
Annual General Meeting and being eligible, has offered himself
for re-appointment. A brief profile and details of his other
directorships are given in the Report on Corporate Governance
attached as Annexure 'A' to this report.

Mr. Amandeep was re-appointed as a Non-Executive and
Independent Director of the Company for a second term of
three years w.e.f. 29^th May, 2025 to 28^th May, 2028. The approval
of the shareholders for his re-appointment was obtained
through Postal Ballot on 29^th April, 2025.

Mr. Sanjeev Lall was re-appointed as a Non-Executive and
Independent Director of the Company for a second term of
three years w.e.f. 1^st September, 2025 to 31^st August, 2028. The
approval of the shareholders for his re-appointment was
obtained through Postal Ballot on 28^th July, 2025.

The Board at its meeting held on 15^th May, 2026 approved the
appointment of Mr. Nitin M. Kantak, as Managing Director of
the Company for a period of one year w.e.f. 3^rd September, 2026
alongwith the remuneration payable to him subject to the
approval of the shareholders which is being sought through
Postal Ballot.

A statement regarding opinion of the Board, with regard to
integrity, expertise and experience (including proficiency) of
the Independent Directors appointed during the year is given
in the Corporate Governance Report annexed as Annexure 'A'.

Mr. Nitin M. Kantak, Executive Director, Mrs. Asheeba Pereira,
Company Secretary and Mr. Manish Malik, Chief Financial
Officer have been designated as Key Managerial Personnel in
accordance with the provisions of Section 203 (1) of the
Companies Act, 2013.

14. Performance Evaluation:

Pursuant to the provisions of Sections 134, 178 and Schedule
IV of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015, the following performance evaluations were carried out:

a. Performance evaluation of the Board, Chairman and Non¬
Independent Directors by the Independent Directors;

b. Performance evaluation of the Board, its Committees and
Independent Directors by the Board of Directors; and

c. Performance evaluation of every director by the
Nomination and Remuneration Committee.

The details of Annual Performance evaluation carried out are
given in the Corporate Governance Report attached as
Annexure 'A' to this report.

15. a. Board Meetings:

During the year, seven Board Meetings were held on
14^th May, 2025, 28^th July, 2025, 31^st July, 2025, 8^th August,
2025, 7^th November, 2025, 4^th December, 2025 and 4^th
February, 2026. The details of the composition of the Board
and attendance of Directors at the Board Meetings are
provided in the Corporate Governance Report.

b. Audit Committee:

During the year under review, seven Audit Committee
Meetings were held on 14^th May, 2025, 28^th July, 2025,
31^st July, 2025, 8^th August, 2025, 26^th September, 2025,
7^th November, 2025 and 4^th February, 2026 and all the
recommendations of the Audit Committee were accepted
by the Board. The details of the composition of the Audit
Committee and committee meetings are given in the
Corporate Governance Report.

16. Deposits:

The Company has not accepted any deposits during the year
under review.

17. Details of significant and material orders passed by the
Regulators or Courts:

There are no significant and material orders passed by the
Courts/Regulators or Tribunals impacting the going concern
status and the Company's operations in the future. The details
pertaining to various demand notices from various statutory
authorities are disclosed in Note No 32 of financial statements
under the heading - Contingent Liabilities.

18. Adequacy of internal financial controls with reference to
financial statements:

The Company has adequate systems of internal control in place,
which are commensurate with its size and the nature of its
operations. The Company has designed and put in place
adequate Standard Operating Procedures and Limits of

Authority Manuals for conduct of its business, including
adherence to the Company's policies, safeguarding its assets,
prevention and detection of fraud and errors, accuracy and
completeness of accounting records and timely preparation of
reliable financial information.

These documents are reviewed and updated on an ongoing
basis to improve the internal control systems and operational
efficiency. The Company uses a state-of-the-art ERP (SAP HANA)
system to record data for accounting and managing information
with adequate security procedures and controls.

19. Disclosure Requirements:

Your Company has complied with all the mandatory
requirements of Schedule V of SEBI (LODR) Regulations, 2015.
The Report on Corporate Governance is enclosed as
Annexure 'A' to this report. A Certificate on compliance with
Corporate Governance by a Practicing Company Secretary is
enclosed as Annexure 'B'. The Declaration by the Executive
Director is enclosed as Annexure 'C', the Management
Discussion and Analysis is enclosed as Annexure 'E' and the
Secretarial Audit Report is enclosed as Annexure 'F' to this
report.

20. Statutory Auditors:

As per Sections 139, 142 and other applicable provisions, if any,
of the Companies Act, 2013 and the Rules made thereunder
and pursuant to the recommendations of the Audit Committee,
M/s. K.P. Rao & Co., Chartered Accountants, (FRN 003135S),
were appointed as Statutory Auditors of the Company at the
12^th Annual General Meeting held on 17^th September 2021, to
hold office from the conclusion of the 12^th Annual General
Meeting until the conclusion of the 17^th Annual General
Meeting. The present term of the statutory auditors will expire
at the conclusion of the ensuing 17^th Annual General Meeting.

The Board, at its meeting held on 15^th May, 2026, has
re-appointed M/s. K.P. Rao & Co., Chartered Accountants (Firm
Registration No. 003135S), as the Statutory Auditors of the
Company for a second term of five consecutive years, to hold
office from the conclusion of the 17^th Annual General Meeting
until the conclusion of the 22^nd Annual General Meeting, subject
to the approval of the shareholders.

The Auditors' Report on the Standalone & Consolidated
Financial Statements contained no qualifications.

21. Cost Records & Cost Audit:

The Company was required to maintain cost records as specified
by the Central Government under Section 148(1) of the
Companies Act, 2013, and accordingly, such accounts were
made and records were maintained. The Cost Audit Report for
the year ended 31^st March, 2025 was filed by the Company with
the Ministry of Corporate Affairs on 18^th August, 2025.

22. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the LODR Regulations, Mr. Shivaram Bhat,
Company Secretary in Practice (ACS No. 10454, Certificate of

Practice No. 7853, PR 1775/2022) was appointed as the
Secretarial Auditor of the Company for a term of 5 (five) years
beginning from FY 2025-26 at the 16^th Annual General Meeting
of the Company held on 23^rd September 2025.

The Secretarial Audit Report for the financial year 2025-26 is
enclosed as Annexure 'F' to this Board's Report. The Secretarial
Auditor has reported that the Company generally complied with
the applicable statutory provisions during the year under
review.

The Board has taken note of the contents of the Secretarial
Audit Report. The comments of the Board together with the
status of the respective matters, are provided in clauses (ii) and
(vii) under the heading "Other Disclosures" in the Corporate
Governance Report, which forms part of this Board's Report as
Annexure 'A', and are not repeated herein for the sake of brevity.
The disclosures made therein are self-explanatory and,
accordingly, no further comments are considered necessary.

Pursuant to Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Secretarial
Audit Report of the Material Unlisted Subsidiary Zuari Farmhub
Limited for the financial year 2025-26 is enclosed as
Annexure 'G'.

23. Disclosure as per Section 22 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:

Your Company has complied with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. There were no complaints/cases filed/
pending under the Act with the Company during the financial
year.

a. No. of complaints of sexual harassment received/ filed
during the year: Nil.

b. No. of complaints disposed of during the year: Nil.

c. No. of complaints pending for more than ninety days: Nil

24. Employees' Stock Option Scheme:

Although the Employees Stock Option Scheme (ESOPS) was
approved by the shareholders in the Annual General Meeting
held on 7^th August, 2012, no options were issued pursuant to
the same.

25. Non-Convertible Debentures (NCDs):

In accordance with the terms of the NCDs, the Company has
made early redemption of 500 senior, secured, unrated,
unlisted, redeemable, non-convertible debentures of ' 10 Lakh
each, aggregating to ' 50 Crore on 15^th April, 2025.

The said redemption was carried out in compliance with the
applicable terms and conditions of the issue.

26. The details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
alongwith their status as at the end of the financial year:

No application was received and no proceedings were filed
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the financial year 2025-26.

27. Consolidated Financial Statements under Section 129 of the
Companies Act, 2013:

The Consolidated Financial Statements of the Group have been
prepared in accordance with Indian Accounting Standards (Ind
AS) notified under the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian Accounting
Standards) (Amendment) Rules, 2016 which form part of this
Annual Report.

The Company shall place the financial statements of the
subsidiary on its website in pursuance of Section 136 of the
Companies Act, 2013. The annual accounts of the subsidiary
company shall be made available to the shareholders for
inspection at the Registered Office of the Company.

28. Subsidiaries:A brief review of the subsidiaries of the Company is given
below:-

(a) Mangalore Chemicals & Fertilizers Limited:

Mangalore Chemicals & Fertilizers Limited (MCFL) which
was engaged in the business of manufacturing and sale of
fertilisers has ceased to be a subsidiary of the Company
with effect from 13^th October, 2025, consequent upon the
transfer of the Company's 24.50% shareholding in MCFL
to Zuari Maroc Phosphates Private Limited pursuant to the
Scheme of Arrangement between MCFL and Paradeep
Phosphates Limited. Thereafter, MCFL was merged with
Paradeep Phosphates Limited effective 16^th October, 2025
and dissolved without further action.

(b) Zuari Farmhub Limited :

"Zuari Farmhub Limited'' (ZFHL) continues to be a
subsidiary of Zuari Agro Chemicals Limited.

The following are the businesses carried out by ZFHL:

The Specialty Nutrients Business:

In order to meet the market & farmers need of quality
products, to address serious issues like nutrient deficiency,
soil deterioration & suitable nutrient requirement through
balanced and complete plant nutrition, the Company
manufactures, sources & promotes high-quality Water-
Soluble Fertilizers, Micronutrients, Organic Products, Soil
Conditioners & Agri fluids. The Specialty Fertilizer Division
facility in Baramati manufactures high-quality Water-
Soluble Fertilizer mixture blends.

Plant Protection Chemicals

ZFHL markets a wide range of Crop protection chemicals
under its own brands, sourced from reputed
manufacturers. ZFHL also adopted a collaborative approach
for marketing the products of reputed pesticide companies
in their brands through their channel partner network.

Agri Retail Business - Jai Kisaan Junction

ZFHL has conceptualized and operates a targeted platform
which is company-owned, company-operated retail multi
brand store chain - Jaikisaan Junctions, to deliver quality
farm inputs and services at reasonable prices to the

farmers. Under the motto of One-Stop-Solution, highest
quality products / brands are sourced right from
manufacturer itself for Jaikissan Junctions to offer an entire
range of agri products and services to the farmers.

Analytical and Advisory Service

ZFHL promotes the concept of Integrated Nutrient
Management. Six Agricultural Development Labs (ADLs)
have been established at different locations to provide
solutions to the pressing needs of the farmers. Through
this facility, analysis of samples pertaining to our customers
is done and appropriate recommendations for soil health
and crop management are given.

The Agri Services and R&D division is involved in imparting
training to internal customers and channel partners.
Adventz Agri Innovation Centre at Solapur is a platform
where agricultural technologies are screened based on
adaptability and assessment of their relative advantage,
compatibility, complexity and replicability. In order to
maintain a competitive edge, Agri Services and R&D
division is also involved in developing new plant nutrient
products and demonstrating product efficacy &
performance to the farming community.

The revenue from operations for the year ended
31^st March, 2026 was ' 1,36,596.46 Lakhs as compared to
' 1,10,735.83 Lakhs for the year ended 31^st March, 2025.

The profit before tax (before exceptional items) for the
year ended 31^st March, 2026 was ' 4,505.11 Lakhs as
compared to profit of ' 3,467.44 Lakhs for the year ended
31^st March, 2025. Total Comprehensive Income stood at
' 2,932.85 Lakhs for the year ended 31^st March, 2026 as
compared to income of ' 2,560.05 Lakhs for the previous
year.

29. Joint Venture:A brief review of the joint venture of the Company is given
below:Zuari Maroc Phosphates Private Limited:

Zuari Maroc Phosphates Private Limited (ZMPPL), a 50:50 joint
venture with OCP S.A., was established as a Special Purpose
Vehicle (SPV) for acquisition of stake in Paradeep Phosphates
Limited (PPL). At present, ZMPPL is holding 50.31% of the equity
stake in PPL.

ZMPPL's total revenue from operations for the year ended
31^st March, 2026 was ' 9,323.86 Lakhs as against ' 6,884.06
Lakhs during the previous year.

The profit before exceptional items and tax for the year ended
31^st March, 2026 was ' 1,880.87 Lakhs as against profit before
exceptional items and tax of ' 2,678.24 Lakhs during the
previous year. Profit after tax for the year was ' 1,414.33 Lakhs
as compared to profit after tax of ' 1,996.89 Lakhs in the
previous year.

30. Risk Management:

The Company has the requisite processes & procedures in place
to identify and assist in minimising exposure to risks that

threaten the existence of the Company. The Board has put in
place a risk management policy to monitor and review potential
risks.

31. Business Responsibility and Sustainability Report :

Pursuant to Regulation 34 (2) (f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report for the financial year
2025-26 is not applicable to the Company.

32. Directors' Responsibility Statement :

To the best of our knowledge and belief and according to the
information and explanation obtained by us, your Directors
make the following statements in terms of the provisions of
Section 134 (5) of the Companies Act, 2013, and hereby confirm
that:

(a) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures.

(b) the Directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and the profit of the Company
for that period;

(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going
concern basis;

(e) the Directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(f ) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

33. Compliance of Secretarial Standards:

The Company has complied with all the applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.

34. Compliance with Maternity Benefit Act 1961:

The Company is in compliance with the provisions of the
Maternity Benefit Act 1961.

35. Other Disclosures:

The Directors state that during the year under review:

a. There was no change in the nature of business of the
Company during the year, except that the Company sold
its Single Super Phosphate (SSP) Plant to its erstwhile
subsidiary. Consequently, the Company does not have any
manufacturing operations. The Company obtained the
approval of the shareholders for the amendment of the

Object Clause of the Memorandum of Association to, inter
alia, enable the Company to undertake mining activities.
However, the Company has not commenced any mining
activities yet.

b. The Company has not issued equity shares with differential
rights as to dividend, voting or otherwise;

c. There was no revision in the financial statements of the
Company;

d. The Company has not issued any sweat equity shares or
bonus shares;

e. There were no instances of fraud reported by the Auditors
of the Company under Section 143(12) of the Companies
Act 2013;

f. The requirement to disclose the details of the difference
between the amount of the valuation done at the time of
one-time settlement and the valuation done while taking
a loan from the banks or financial institutions along with
the reasons thereof, is not applicable.

g. Pursuant to scheme of Arrangement amongst Mangalore
Chemicals & Fertilizers Limited(MCFL), Paradeep
Phosphates Limited (PPL) and their respective shareholders
and creditors, MCFL merged with PPL and the Scheme
became effective on 16^th October, 2025. In accordance with
the approved scheme, the Company transferred
2,90,37,000 equity shares held in MCFL at the price of
' 144/- per share to Zuari Maroc Phosphates Private Limited

(ZMPPL) as determined on the basis of the valuation report
issued by a Registered Valuer. Accordingly, the Company
received ' 418.13 Crore as the consideration for the
transfer of the said shares. Further, the Company was
allotted 6,54,33,846 equity shares of PPL, having a face
value of ' 10/- each representing 6.30% of the paid up
equity share capital of PPL. The Company is also classified
as promoter of PPL.

h. Pursuant to the Business Transfer Agreement(BTA) dated
29^th August 2025, executed by and between the Company
and Mangalore Chemicals & Fertilizers Limited(MCFL), the
Company sold its Single Super Phosphate (SSP)
manufacturing plant situated at Mahad to MCFL.

36. Acknowledgement:

Your Directors wish to place on record their appreciation for
the dedication, commitment and contribution of all
stakeholders and employees of your Company.

For and on behalf of the Board of
Zuari Agro Chemicals LimitedNitin M. Kantak Akshay Poddar

Executive Director Director

DIN:08029847 DIN:00008686

Date: 15^th May, 2026