Your Directors are pleased to present their 58^th (Fifty-Eighth) Report together with the Audited Financial Statements of the
Company for the Financial Year ("FY”/ "year”) ended 31 March 2026.

1. Financial Results and Appropriation

The Audited Financial Statements of your Company as on 31 March 2026, are prepared in accordance with the applicable
Indian Accounting Standards ("Ind AS”), relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlights are stated below:

2. Operational Performance

A. Sugar, Power & Ethanol Division

The Sugar, Power and Ethanol (SPE) Division achieved its
highest-ever sugarcane crushing of 159.7 Lakh quintals
during FY26, compared with 157.2 Lakh quintals in the
previous year. This reflects the Company's sustained
efforts towards cane development through the adoption
of improved agronomic practices, farmer engagement
and awareness programmes, digital initiatives, and an
ongoing varietal replacement plan to diversify cane
varieties across the command area, enhancing crop
resilience and improving long-term productivity.

The Division also recorded a 10% year-on-year increase
in ethanol production, which reached 37,276 KL in FY26
compared with 33,869 KL in the previous year. The
growth was supported by improved distillery utilisation,
with operating days increasing from 288 in FY25
to 316 in FY26.

The Power Division achieved a significant milestone in
FY26, recording an average power generation of 28.69
MW from its 30.85 MW Power Plant, an improvement
over 27.38 MW achieved in FY 25.

In addition, the average power exported to the Grid
reached a record 22.50 MW in FY26, compared with

21.41 MW in FY25, reflecting continued improvement in
operational efficiency and plant performance.

Sugar sales stood at 14.31 Lakh quintals in FY26, 5.4%
lower than the previous year, primarily on account of a
lower sales quota released by the Government. Average
sugar realisations improved by 4.1% year-on-year to
H4,053 per quintal. As part of its growth strategy, the
Division is focused on introducing new high-margin
value-added products such as khandsari sugar, jaggery,
while strengthening its customer base and order pipeline.

The Division will continue to build on these initiatives
by driving operational excellence, advancing
cane development and digital transformation,

and strengthening its product portfolio to

enhance competitiveness and support sustainable
long-term growth.

B. Real Estate Division

The Company has completed a feasibility study for
the development of Phase II of the Zuari Rain Forest
Project and is currently evaluating the strategic options
identified in the study to determine the optimal
development approach.

The Company owns approximately 523 acres of land at
Sancoale Village, South Goa, and continues to actively
pursue opportunities to monetize its saleable land bank
in a value-accretive manner.

Detailed information on the business operations of the
Company, the industry in which the Company operates,
and other relevant information are given in the report
on Management Discussion and Analysis annexed as
Annexure “A” to this Report.

3. Share Capital and Debentures

As of 31 March 2026, the paid-up equity share capital
of the Company comprised 2,97,81,184 equity shares of
face value of H 10/- each, aggregating to H 29,78,11,840/-.
During FY 2025-26 and up to the date of this Report,
there was no change in the paid-up equity share capital
of the Company.

During the year, the Company redeemed all 58,52,034,
10.5% Non-Convertible Redeemable Preference Shares
("10.5% NCRPS”) of face value of H 10/- each and
8,40,632, 7% Non-Convertible Redeemable Preference
Shares ("7% NCRPS”) of face value of H 10/- each, out of
the total 59,22,080, 7% NCRPS. These preference shares
(both 10.5% NCRPS and 7% NCRPS) had been issued
and allotted pursuant to the Scheme of Amalgamation
of Gobind Sugar Mills Limited ("Transferor Company”
or "GSML”) with Zuari Industries Limited ("Transferee
Company”, "ZIL” or the "Company”) (formerly known as
Zuari Global Limited ("ZGL”)), along with their respective
shareholders and creditors, as approved by the Hon'ble
National Company Law Tribunal, New Delhi Bench, New
Delhi and the Hon'ble National Company Law Tribunal,
Mumbai Bench, Mumbai.

Further, after the close of FY26 but before the date of this
Report, the Company redeemed 81,448, 7% NCRPS of
face value of H 10/- each, out of the remaining 50,81,448,
7% NCRPS. Consequently, 50,00,000, 7% NCRPS of face
value of H 10/- each remain outstanding as on the date
of this Report.

As at the end of FY26, the Company had 2,000 outstanding
secured, redeemable, unlisted Non-Convertible
Debentures ("NCDs”) of face value of H 10,00,000/- each,
aggregating to H 200 Crore.

4. Dividend

(a) Equity Shares

The Board has recommended a dividend of 10% i.e.,
H 1/- per equity share of face value of H 10/- each, on
2,97,81,184 fully paid-up equity shares for the FY26,
aggregating to H 297.81 Lakh, subject to declaration by
the Members at the ensuing Annual General Meeting.

The dividend has been recommended by the Board in
accordance with the parameters set out in the Dividend
Distribution Policy. The proposed dividend will be
paid from the profits of the Company. The Dividend
Distribution Policy is available on the Company's website
and can be accessed athttps://www.zuariindustries.in/
storage/uploads/blogs/1785240634.pdf.

(b) Non-Convertible Redeemable Preference Shares

The Company declared and paid interim dividend on the
aforesaid unlisted NCRPS, as detailed below:

On 10.5% NCRPS:

a) At the rate of 10.5% i.e., H 1.05/- per 10.5% NCRPS
of the face value of H 10/- each on 58,52,034,
10.5% NCRPS aggregating to H 61.44 Lakh (approx.)
for the Financial Year from 1 April 2024 to 31
March 2025; and

b) At a proportionate rate of 2.22% (approx.) i.e.,
H 0.222/- (approx.) per 10.5% NCRPS of the face
value of H 10/- each on 58,52,034, 10.5% NCRPS
aggregating to H 12.99 Lakh (approx.) for the period
from 1 April 2025 to 16 June 2025 (i.e., up to the
date of redemption).

On 7% NCRPS:

(a) At the rate of 7% i.e., H 0.70/- per 7% NCRPS of
the face value of H 10/- each on 59,22,080, 7%
NCRPS aggregating to H 41.45 Lakh (approx.) for the
Financial Year from 1 April 2024 to 31 March 2025;

(b) At a proportionate rate of 1.48% (approx.) i.e.,
H 0.148/- (approx.) per 7% NCRPS of the face value
of H 10/- each on 59,22,080, 7% NCRPS aggregating
to H 8.76 Lakh (approx.) for the period from 1 April
2025 to 16 June 2025;

(c) At a proportionate rate of 1.82% (approx.) i.e.,
H 0.182/- (approx.) per 7% NCRPS of the face value

of H 10/- each on 59,22,080, 7% NCRPS aggregating
to H 10.77 Lakh (approx.) for the period from 17 June
2025 to 19 September 2025;

(d) At a proportionate rate of 3.70% (approx.) i.e.,
H 0.370/- (approx.) per 7% NCRPS of the face value
of H 10/- each on 50,81,448, 7% NCRPS aggregating
to H 18.80 Lakh (approx.) for the period from 20
September 2025 to 31 March 2026; and

(e) At a proportionate rate of 1.72603% (approx.) i.e.,
H 0.172603/- (approx.) per 7% NCRPS of the face
value of H 10/- each on 50,81,448, 7% NCRPS
aggregating to H 8.77 Lakh (approx.) for the period
from 1 April 2026 to 29 June 2026.

5. Shifting of Registered Office

During the year under review, the Members of the
Company, at the 57^th Annual General Meeting of the
Company held on 24 September 2025, approved the
shifting of the registered office of the Company from
the State of Goa to the State of Haryana, subject to the
receipt of the requisite statutory approvals.

Subsequent to the close of the FY26, the Board of
Directors of the Company approved the shifting of the
Registered Office of the Company within the State of Goa
from "Jai Kisaan Bhawan, Zuarinagar, Goa - 403726” to
"Jai Kisaan Club, Jalvayu Colony Road, Near MES College,
Zuarinagar, Sancoale, Goa - 403726”, with effect from
25 May 2026. The aforesaid shifting of registered office
was within the local limits of the same city and within the
jurisdiction of the existing Registrar of Companies, Goa.

The aforesaid shifting of the registered office within
the State of Goa is without prejudice to the approval
granted by the Members for shifting of the registered
office of the Company from the State of Goa to the State
of Haryana, and the said approval continues to remain
valid and in force.

6. Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

Particulars in respect of conservation of energy,
technology absorption and foreign exchange earnings
and outgo for the FY26 as required under Section 134(3)
(m) of the Act read with rules issued thereunder, is set out
in Annexure “F” annexed to this Report.

7. Annual Return

Pursuant to Sections 92(3) and 134 of the Act read with
the rules issued thereunder, the Annual Return of the
Company for FY26 is available on the Company's website
and can be accessed athttps://www.zuariindustries.in/
investor-resources.

8. Related Party Transactions

All related party transactions entered into during the FY26
were undertaken with requisite approval of the Audit
Committee, the Board of Directors, and the Members
of the Company, wherever applicable. There were no
related party transactions entered into during the FY26,
which were in conflict with interest of the Company.

During the year under review, the related party transactions
entered into by the Company were in ordinary course
of business and at arm's length basis. During the year,
the Company did not enter any transaction, contract or
arrangement with related parties that could be considered
material in accordance with the SEBI Listing Regulations
and the Company's Policy on Related Party Transactions
("RPT Policy”). Accordingly, the disclosure of related party
transactions in Form AOC-2 is not applicable.

Members may refer to Note No. 46 of the Standalone
Financial Statements, which sets out related party
disclosures pursuant to Ind AS.

The RPT Policy of the Company is available on
Company's website and can be accessed athttps://www.
zuariindustries.in/corporate-governance.

9. Particulars of Loans Given, Investments Made,
Guarantees Given or Security Provided by the
Company

The particulars of loans given, investments made,
guarantees given or securities provided by the Company,
as per Section 186 of the Act, are disclosed in Note Nos.
7, 8, 40 and 46 to the Standalone Financial Statements.

10. Nomination and Remuneration Policy and
Disclosures on Remuneration

The Company has devised & adopted a Nomination
and Remuneration Policy ("NRC Policy”). The NRC
Policy outlines, inter-alia, the appointment criteria &
qualification requirements, process for appointment
& removal, retirement, remuneration structure, etc. of
the Directors including Managing Director, Whole-time
Director, Key Managerial Personnel ("KMP”) and other
Senior Management Personnel ("SMP”) of the Company.
The NRC Policy also contains provisions about the
payment of fixed & variable components of remuneration
to the Managing Director, Whole-time Director, KMP and
SMP and payment of sitting fees and commissions to the
Non-Executive Directors.

The NRC Policy is available on the Company's website
and can be accessed athttps://www.zuariindustries.in/
corporate-governance.

The information required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, is annexed as Annexure “I” to this Report.

The information required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms part of this
Report. In terms of the first proviso to Section 136 of the
Act, the Report is being sent to the Members excluding
the aforesaid information. Any Member interested in
obtaining the same may write to the Company.

11. Risk Management

Your Company has in place a Risk Management Policy
and in the opinion of the Board, there are presently
no risks that threaten the existence of the Company.
The provisions relating to the constitution of a Risk
Management Committee under Regulation 21 of the SEBI
Listing Regulations are not applicable to the Company.
During FY26, the Board of Directors dissolved the Risk
Management Committee, which had been voluntarily
constituted by the Company. The Audit Committee
oversees the Company's risk management system in
accordance with the applicable provisions of the Act and
the SEBI Listing Regulations.

12. Vigil Mechanism / Whistle Blower Policy

The Company, in accordance with the provisions of
Section 177(9) of the Act and Regulation 22 of the SEBI
Listing Regulations, has established a Vigil Mechanism
for Directors and employees to report genuine concerns
viz. instances of unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct.
The Company has a Whistle Blower Policy ("Policy”),
which provides adequate safeguards against victimisation
of persons who avail of the mechanism and provides for
direct access to the Chairman of the Audit Committee
in appropriate or exceptional cases. During the FY26,
no person was denied access to the Chairman of the
Audit Committee. The said Policy is available on the
Company's website and can be accessed athttps://www.
zuariindustries.in/corporate-governance.

13. Corporate Social Responsibility

The Corporate Social Responsibility ("CSR”) Policy,
of the Company indicating the activities to be
undertaken by the Company, can be accessed
on the Company's website athttps://www.
zuariindustries.in/corporate-governance. The Annual
Report on CSR activities as required under the provisions
of Section 135 of the Act read with rules issued thereunder,
is annexed as Annexure “H” to this Report.

14. Directors and Key Managerial Personnel

During the year under review, the Company's Board
underwent the following changes:

• At the 57^th Annual General Meeting held on 24
September 2025, the Members approved the

appointment of Mr. Alok Saxena (DIN: 08640419) as
a Director, liable to retire by rotation.

• Mr. Akshay Poddar (DIN: 00008686) was appointed
as an Additional Director of the Company with effect
from 13 November 2025 by the Board of Directors of
the Company, based on the recommendation of the
Nomination and Remuneration Committee of the
Company. Subsequently, the Members appointed
him as a Non-Executive Director of the Company
by way of an Ordinary Resolution passed through
Postal Ballot on 22 January 2026.

• Mr. Sanjeev Lall (DIN: 08740906) was appointed as an
Additional Director in the category of Independent
Director of the Company for a term of five (5)
consecutive years commencing from 13 November
2025 to 12 November 2030 (both days inclusive)
by the Board of Directors of the Company, based
on the recommendation of the Nomination and
Remuneration Committee, subject to the approval
of the Members of the Company. Subsequently,
the Members approved his appointment as an
Independent Director by way of a Special Resolution
passed through Postal Ballot on 22 January 2026.

Mr. Nishant Dalai resigned and ceased to be Chief
Financial Officer and Key Managerial Personnel of the
Company with effect from the close of business hours on
27 February 2026. Further, Mr. Jatin Jain was appointed
as Chief Financial Officer and Key Managerial Personnel
of the Company with effect from 28 February 2026.

Subsequent to the close of the FY26, Mr. Aiok Saxena (DIN:
08640419) was re-appointed as Whole-time Director
and Key Managerial Personnel designated as Executive
Director of the Company for a further period of two (2)
years with effect from 1 July 2026 to 30 June 2028 by
the Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration
Committee, subject to the approval of the Members of
the Company. Subsequently, the Members approved his
re-appointment by way of a Special Resolution passed
through Postal Ballot on 28 June 2026.

In the opinion of the Board, all Directors including the
directors appointed / re-appointed as stated aforesaid
possess requisite qualifications, experience and expertise
and hold high standards of integrity. The list of key skills,
expertise and core competencies of the Directors have
been provided in the Report on Corporate Governance.

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Saroj Kumar
Poddar (DIN: 00008654) and Mrs. Jyotsna Poddar
(DIN: 00055736) retire by rotation at the ensuing AGM
and being eligible, have offered themselves for re¬
appointment. On the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
recommends their re-appointment as Directors, liable to

retire by rotation. Further, as both Mr. Saroj Kumar Poddar
and Mrs. Jyotsna Poddar are more than 75 years of age,
their re-appointments are subject to the approval of the
Members by way of special resolutions at the ensuing
AGM, in accordance with Regulation 17(1A) of the SEBI
Listing Regulations.

All Independent Directors have given declarations that
they meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation 16(1)(b)
of SEBI Listing Regulations. They have also registered
themselves in the databank with the Institute of
Corporate Affairs of India as an Independent Director as
per the Companies (Appointment and Qualifications of
Directors) Rules, 2014. Further, the Independent Directors
have confirmed that they have complied with the Code
for Independent Directors prescribed in Schedule IV of
the Act and also complied with the Code of Conduct for
Directors and Senior Management Personnel, formulated
by the Company.

The terms and conditions of appointment of the
Independent Directors are in compliance with the
provisions of the Act and are placed on the Company's
website and can be accessed athttps://www.
zuariindustries.in/corporate-governance.

Brief resume and other details relating to the Directors,
who are proposed to be re-appointed, as required to
be disclosed as per the provisions of the SEBI Listing
Regulations and Secretarial Standard on General
Meetings ("SS-2”) are provided in Annexure “A” to the
Notice of the 58^th AGM.

15. Annual Performance Evaluation

Pursuant to the provisions of the Act and SEBI Listing
Regulations, the Board has carried out an annual
evaluation of its own performance and that of its
Committees and Individual Directors. The Nomination
and Remuneration Committee ("NRC”) has also evaluated
the performance of Individual Directors. Further, the
Independent Directors, at a separate meeting held in
accordance with the applicable provisions of the Act and
the SEBI Listing Regulations, evaluated the performance
of the Board as a whole, the Chairman and the Non¬
Independent Directors.

The detailed disclosures on the evaluation criteria and the
annual evaluation process are provided in the Corporate
Governance Report, forming part of this Report
as Annexure “B”

16. Board and Committees

a. Board Meetings

During the year under review, Four (4) meetings of
the Board of Directors were held. The intervening
gap between two consecutive Board Meetings was
within the period prescribed under the Act and SEBI
Listing Regulations. The details of the composition

of the Board and the attendance of the Directors at
the Board meetings are provided in the Corporate
Governance Report annexed as Annexure “B”
to this Report.

b. Audit Committee

During the year under review, there was no change
in the composition of the Audit Committee. As on
31 March 2026 and as on the date of this Report, the
Audit Committee comprised Mr. Vijay Vyankatesh
Paranjape, Independent Director (Chairman),
Mr. Deepak Amitabh, Independent Director,
Mr. Suneet Shriniwas Maheshwari, Independent
Director, and Mr. Athar Shahab, Managing Director,
as its members.

During the year under review, all recommendations
made by the Audit Committee have been considered
and accepted by the Board.

c. Corporate Social Responsibility Committee

As on 1 April 2025, the Corporate Social
Responsibility ("CSR”) Committee comprised
Mr. Athar Shahab, Managing Director, Mrs. Manju
Gupta, Independent Director, Mr. Deepak Amitabh,
Independent Director and Mr. Alok Saxena, Whole¬
time Director as its members.

During the year under review, the CSR Committee
was reconstituted by induction of Mr. Sanjeev LalL,
Independent Director, as a member of the CSR
Committee with effect from 13 November 2025.

As on 31 March 2026 and as on the date of this
Report, the CSR Committee comprised Mr. Athar
Shahab, Managing Director (Chairman), Mrs. Manju
Gupta, Independent Director, Mr. Deepak Amitabh,
Independent Director, Mr. Sanjeev Lall, Independent
Director and Mr. Alok Saxena, Whole-time Director,
as its members. The Committee met once during
the year on 12 August 2025.

The details of the Board and its Committees, as required
under SEBI Listing Regulations, are provided in the
Corporate Governance Report annexed as Annexure “B”
to this Report.

17. Fixed Deposits

The Company has not accepted any deposits under
Section 73 of the Act read with rules issued thereunder,
during the year under review. Further, at the end of the
FY26, an amount of H 1,00,000/- pertaining to unpaid
and unclaimed deposits accepted under the provisions
of the erstwhile Companies Act, 1956, was lying
with the Company.

18. Significant and Material Orders

There were no significant and material orders passed
by the regulators or courts or tribunals during the year

under review impacting the going concern status and the
operations of the Company in future.

The details pertaining to various demand notices from
various statutory authorities are disclosed in Note No. 40
of Standalone Financial Statements under the heading
"Contingent liabilities”.

19. Internal Financial Controls

The Company has a proper and adequate Internal Financial
Controls ("IFC”) system commensurate with its size, scale
and nature of operations. Such controls were assessed
during the year under review taking into consideration
the essential components of IFC stated in the Guidance
Note on Audit of IFC over Financial Reporting issued by
the Institute of Chartered Accountants of India (ICAI)
and no material weakness in the design or operating
effectiveness of any control was observed.

20. Management Discussion and Analysis

The report on Management Discussion and Analysis for
the year under review, as stipulated under Regulation 34
of the SEBI Listing Regulations, is presented in a separate
section and annexed as Annexure “A”, which forms part
of this Report.

21. Corporate Governance and other Disclosures
under SEBI Listing Regulations

The Report on Corporate Governance pursuant to
Schedule V of SEBI Listing Regulations is annexed as
Annexure “B” to this Report.

The requirement of disclosure with respect to Business
Responsibility and Sustainability Report ("BRSR”) under
the provisions of Regulation 34(2)(f) of the SEBI Listing
Regulations is not applicable to the Company.

22. Statutory Auditors and their Reports

In terms of provisions of Section 139 of the Act read with
rules issued thereunder, the Members of the Company,
at the 57^th AGM held on 24 September 2025, based on
the recommendation of the Board of Directors and
its Audit Committee, approved the re-appointment of
M/s. V Sankar Aiyar & Co, Chartered Accountants (Firm
Registration No.: 109208W) as the Statutory Auditors of
the Company for a second term of five (5) consecutive
years i.e., from the conclusion of 57^th AGM till the
conclusion of 62^nd AGM.

The Auditors' Reports on the standalone and consolidated
financial statements do not contain any qualification,
reservation or adverse remark and are self-explanatory
and do not require any further explanation.

23. Secretarial Auditors and their Reports

In terms of provisions of Section 204 of the Act read
with rules issued thereunder and Regulation 24A of

the SEBI Listing Regulations, the Members of the
Company, at the 57^th AGM held on 24 September 2025,
on the recommendation of the Board of Directors and
its Audit Committee, approved the appointment of
M/s. Aditi Agarwal & Associates, Company Secretaries
(Firm Registration No.: S2011DE169300) as the Secretarial
Auditor of the Company for a term of five (5) consecutive
years commencing from the FY26 to the FY30.

M/s. Aditi Agarwal & Associates, Company Secretaries,
have submitted the Secretarial Audit Report for FY26,
confirming, inter-alia, compliance with other laws and
regulations specifically applicable to the Company and
the report does not contain any qualification, reservation
or adverse remark and is self-explanatory and does not
require any further explanation. The Secretarial Audit
Report is annexed as Annexure “G” to this Report.

Further, as per Regulation 24A of SEBI Listing Regulations,
a listed company is required to annex the secretarial audit
report of its material unlisted subsidiary incorporated in
India to its Annual Report. Zuari International Limited
("ZIntL”) continues to be a material unlisted subsidiary
of the Company in India for FY26 and accordingly the
Secretarial Audit Report of ZIntL is annexed as Annexure
“G1” to this Report.

24. Cost Records, Cost Auditor and their Report

The requirement for maintenance of cost records
as specified by the Central Government under sub¬
section (1) of Section 148 of the Act is applicable to the
Company. During the year under review, the Company
has maintained the cost records as specified by the
Central Government under Section 148(1) of the Act. The
Cost Audit for the FY26 was conducted by Mr. Somnath
Mukherjee, F.C.M.A., Cost Accountant (Membership
No.: 5343). The Cost Audit Report does not contain any
qualification, reservation or adverse remark.

Pursuant to Section 148 of the Act read with Companies
(Cost Records and Audit) Rules, 2014 and on the basis of
the recommendation of the Audit Committee, the Board
of Directors have re-appointed Mr. Somnath Mukherjee,
F.C.M.A., Cost Accountant (Membership No.: 5343) as
Cost Auditor to conduct the Cost Audit for the FY27.

In accordance with the provisions of Section 148 of
the Act read with the rules issued thereunder, since the
remuneration to the Cost Auditor for auditing the cost
records for FY27 is required to be ratified by the Members
of the Company, the Board of Directors of the Company
recommends the same for ratification by the Members of
the Company at the ensuing 58^th AGM. Accordingly, the
requisite resolution for the ratification of remuneration
of Mr. Somnath Mukherjee, F.C.M.A., Cost Accountant
(Membership No.: 5343) as Cost Auditor for FY27 has
been set out in the Notice convening the 58^th AGM
of the Company.

25. Prevention of Sexual Harassment (POSH) at
Workplace

During FY26, the Company has complied with the
provisions relating to the constitution of Internal
Complaints Committees ("ICC”) under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act”).

Your Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the POSH Act. The
Company has ICC to redress and resolve any complaints
arising under the POSH Act. Training/awareness programs
were conducted during the year to create sensitivity
towards ensuring a respectable workplace.

There was no sexual harassment complaint filed with
the Company under the POSH Act during the Financial
Year ended 31 March 2026. Further, no complaint was
pending with the Company at the beginning or end of
the FY26 under the POSH Act.

26. Compliance of Secretarial Standards

During FY26, the Company has complied with all the
applicable provisions of Secretarial Standards on meetings
of the Board of Directors ("SS-1”) and on General Meetings
("SS-2”) issued by the Institute of Company Secretaries of
India and notified by Ministry of Corporate Affairs in terms
of the provisions of Section 118 of the Act.

27. Consolidated Financial Statements

In terms of the provisions of the Act read with rules issued
thereunder, the SEBI Listing Regulations and the applicable
Ind AS, the Company has prepared its Consolidated
Financial Statements. The Audited Consolidated Financial
Statements along with the Independent Auditors' Report
thereon, forms part of this Report.

Further, a statement containing the salient features of
the financial statements of Company's subsidiaries,
associates and joint ventures in Form AOC-1 forms part
and annexed as Annexure “J” to this Report.

In accordance with Section 136 of the Act, the Audited
Financial Statements (Standalone and Consolidated) of the
Company and all other documents required to be attached
thereto and audited financial statements of the subsidiary
companies, are available on the Company's website
and can be accessed athttps://www.zuariindustries.in/
financial-information.

28. Subsidiaries, Associates and Joint Ventures

During the year under review, no company has become
or ceased to be a subsidiary, joint venture or associate
company of the Company within the meaning of Act.

Zuari Envien Bioenergy Private Limited, a joint venture
between the Company and Envien International Limited,
engaged in the business of production and sale of ethanol,
commissioned its ethanol plant on 1 January 2026.

Further, name of "Forte Furniture Products India
Limited”, a wholly owned subsidiary of the Company has
been changed to "Zuari Furniture Limited” with effect
from 1 April 2026.

Pursuant to the provisions of Section 129(3) of the Act, a
statement containing the salient features of the financial
statements of Company's subsidiaries, associates and
joint ventures in Form AOC-1 is annexed as Annexure “J”
to this Report.

The policy for determining material subsidiaries of the
Company is available on the Company's website and
can be accessed athttps://www.zuariindustries.in/
corporate-governance.

An overview of the operations of the subsidiaries,
associates and joint ventures is provided in the report on
Management Discussion and Analysis, forming part of
this Report as Annexure “A”.

29. Directors' Responsibility Statement

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

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

b) 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 of the profit and
loss of the Company for that period;

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

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

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

30. Other Disclosures

During FY26:

(a) No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank
or Financial Institution.

(b) The Company has not issued any shares
to its employees.

(c) The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.

(d) There have been no material changes or
commitments affecting the financial position of the
Company, which have occurred between the end of
the FY26 and the date of this Report.

(e) There has been no change in the nature of business
of the Company.

(f) The Statutory Auditors, Secretarial Auditor and Cost
Auditor of the Company have not reported any
fraud under Section 143(12) of the Act read with
rules issued thereunder.

(g) The Company has complied with all applicable
provisions relating to the Maternity Benefit Act, 1961.

31. Acknowledgements

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

For and on behalf of the Board
Sd/-

Saroj Kumar Poddar

Date: 13 August 2026 Chairman

Place: Kolkata DIN: 00008654