Zuari Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present their 58th (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:

(H in Lakh except EPS)

	Standalone		Consolidated
S. No. Particulars	FY26	FY25	FY26	FY25
1. Revenue from Operations	87,428.09	87,066.44	1,04,482.40	97,033.01
2. Other Income	12,061.72	10,927.99	11,028.71	11,214.56
3. Total Income	99,489.81	97,994.43	1,15,511.11	1,08,247.57
4. Profit/(loss) for the year before depreciation and exceptional Item	7,964.08	5,608.32	(6,167.92)	(10,076.20)
5. Less: Depreciation for the year	2,554.64	2,426.18	3,014.04	2,889.69
6. Add/ (Less): Exceptional Item	(2,973.03)	(5,802.57)	(929.41)	(1,974.33)
7. Profit/(loss) before tax and share of profit/(loss) from Associates and Joint Ventures	2,436.41	(2,620.43)	(9,181.96)	(12,965.89)
8. Less: Tax Expense
Current Tax (Including adjustment of earlier years)	-	0.05	359.78	253.41
Deferred Tax Charge	1,222.03	1,116.33	1,286.67	426.98
9. Profit/(loss) after tax	1,214.38	(3,736.81)	(11,757.82)	(15,620.61)
10. Add: Share in profit/(loss) from Associates and	-	-	22,336.03	6,183.23
Joint Ventures
11. Profit/(loss) for the year before Minority Interest	1,214.38	(3,736.81)	10,578.21	(9,437.38)
12. Less: Share of Minority interest in profit/(loss)	-	-	(218.25)	(115.46)
13. Profit/(loss) for the year	1,214.38	(3,736.81)	10,796.46	(9,321.92)
14. Add: Balance of profit brought forward	51,799.13	55,824.81	1,39,972.01	1,49,633.80
15. Add: Other adjustments	(15.51)	(11.06)	(8.36)	(11.06)
16. Add: Other comprehensive income on defined benefit obligation	(90.88)	20.00	(136.61)	(30.99)
17. Less: Transfer to general reserve	-	-	-	-
18. Less: Dividends paid	297.81	297.81	297.81	297.81
19. Balance of profit carried forward	52,609.31	51,799.13	1,50,325.70	1,39,972.01
20. Earnings per share (EPS)	4.08	(12.55)	36.25	(31.30)

Note- Previous years figures have been regrouped/re-arranged, wherever necessary.

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 Companys 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 Honble National Company Law Tribunal, New Delhi Bench, New Delhi and the Honble 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 Companys website and can be accessed at https://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 57th 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. ConservationofEnergy,TechnologyAbsorption 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 Companys website and can be accessed at https://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.

Duringtheyearunderreview,therelatedpartytransactions entered into by the Company were in ordinary course of business and at arms 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 Companys 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 Companys website and can be accessed at https://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 Companys website and can be accessed at https://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 Companys 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 Companys 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 Companys website and can be accessed at https://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 Companys website at https://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 Companys Board underwent the following changes:

At the 57th 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 Dalal 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. Alok 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 reappointment. 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 Companys website and can be accessed at https://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 58th 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 57th 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 57th AGM till the conclusion of 62nd 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 57th 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 subsection (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 58th 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 58th 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 Companys 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 Companys website and can be accessed at https://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 Companys 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 Companys website and can be accessed at https://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