Zuari Agro Chemicals Ltd Directors Report

To the Members,

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:

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Profit/ (Loss) for the year before depreciation, exceptional item and taxation from continuing operations	(5,205.06)	(7,078.54)	22,825.38	25,430.02
Less: Depreciation for the year	14.73	5.29	5,869.22	10,150.08
Exceptional Items	1,16,891.36	-	81,178.53	-
Share of Profit / (Loss) of an associate and a joint venture	-	-	21,760.05	15,032.96
Profit/(Loss) before tax from continuing operations	1,11,671.57	(7,083.83)	1,19,894.74	30,312.90
Less : Provision for taxation - Current Tax	1,813.49	-	7,516.72	6,278.37
Income Tax Credit of earlier years	-	131.10	-	131.10
Deferred Tax Charges (Credit)	14,112.83	-	14,143.00	807.83
Profit /(Loss) after tax from continuing operations	95,745.25	(7,214.93)	98,235.02	23,095.60
(Loss) / Profit before Tax for the year from discontinued operations	(266.65)	(95.23)
Tax Income / (Expense) of discontinued operations	-	-
(Loss) after tax for the year from discontinued operations	(266.65)	(95.23)	-	-
Other Comprehensive Income / (Loss) for the year, net of tax	(45,783.34)	579.11	(45,572.99)	330.60
Total Comprehensive Income/ (Loss) for the year, net of tax	49,695.26	(6,731.05)	52,662.03	23,426.20
Proposed Dividend : Nil)
Tax on dividend (Including Surcharge)	-	-	-	-
Earnings per equity share (EPS) (In )
Earnings per share from continuing operations
(1) Basic	227.65	(17.15)	218.70	39.18
(2) Diluted	227.65	(17.15)	218.70	39.18
Earnings per share from discontinued operations
(1) Basic	-0.63	(0.23)	-	-
(2) Diluted	-0.63	(0.23)	-	-
Earnings per share from continuing and discontinued operations
(1) Basic	227.02	(17.38)	218.70	39.18
(2) Diluted	227.02	(17.38)	218.70	39.18

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 Rs. 1,941.99 Lakhs as compared to Rs. 4,779.74 Lakhs for the previous year.

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

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

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

The revenue from continuing operations (Consolidated) for the year ended 31^st March, 2026 was Rs. 3,19,971.59 Lakhs as compared to Rs. 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 Rs. 1,19,894.74 Lakhs as compared to profit of Rs. 30,312.90 Lakhs for the year ended 31^st March 2025. The profit after tax from continuing operations stood at Rs. 98,235.02 Lakhs for the year ended 31^st March 2026 as compared to profit of Rs. 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 Rs. 33,721.05 Lakhs, as against Rs. 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 Boards 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 Companys 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 Companys 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 arms 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 Companys 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 Companys 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 Companys 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 NonIndependent 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 Companys 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 Companys 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 Boards 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 Boards 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 Rs. 10 Lakh each, aggregating to Rs. 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 Companys 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 Rs. 1,36,596.46 Lakhs as compared to Rs. 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 Rs. 4,505.11 Lakhs as compared to profit of Rs. 3,467.44 Lakhs for the year ended 31^st March, 2025. Total Comprehensive Income stood at Rs. 2,932.85 Lakhs for the year ended 31^st March, 2026 as compared to income of Rs. 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.

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

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