1. Your Directors place before you the Sixteenth Annual Report of the Company together with Statement of Accounts for the financial
year ended 31^st March, 2025.

2. Financial Highlights: (' In Lakhs

A. Review of Operations:

The revenue from operations (Standalone) for the year
ended 31^st March, 2025 was ' 4,779.74 Lakhs as compared
to ' 8,300.26 Lakhs for the previous year.

The profit before tax for the year ended 31^st March 2025
was ' (7,179.06) Lakhs as compared to ' 2,140.05 Lakhs
for the previous year. The profit after Tax stood at '
(7,310.16) Lakhs for the year ended 31st March, 2025 as
compared to ' 2,140.05 Lakhs for the previous year.

The revenue from operations (Consolidated) for the year
ended 31^st March, 2025 was ' 4,43,608.70 Lakhs as
compared to ' 4,59,545.85 Lakhs for the previous year.

The consolidated profit before tax for the year ended 31^st
March 2025 was ' 30,312.90 Lakhs as compared to '
25,057.15 Lakhs for the previous year. The profit after tax
stood at ' 23,095.60 Lakhs for the year ended 31^st March,
2025 as compared to ' 17,094.95 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, 2025 was ' 61,758.33
Lakhs, as against ' 54,459.92 Lakhs net deficit in the
statement of profit and loss as on 31^st March, 2024.

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 relates and date of the approval of the Board's
Report.

3. Dividend:

The Directors do not recommend any dividend in view of loss
during the year under review.

The Dividend Distribution Policy of the Company is displayed
on the Company's website. The weblink for the same is:

http://www.zuari.in/assets/files/corporate-governance/Dividend-Distribution-Policv 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
implemented during the year 2024-25.

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
2024-25.

C. Foreign Exchange earnings and Outgo:

The expenditure in foreign currency for the year ended
31^st March, 2025 was ' Nil as compared to ' NIL during the
previous year. The foreign exchange earnings for the year
ended 31^st March, 2025 was ' NIL as compared to ' NIL
during the previous year.

5. Environment, Health and Safety:

The Company remains committed to its environment and safety
initiatives. Our Fertilizer Plant operates as a 'Zero Effluent
Discharge Plant and adheres to all statutory requirements as
specified in the consent to operate.

In the past year, our Quality Control Laboratory, received NABL
Accreditation Certificate from the Quality Council of India NABL-
Board, Gurugram, Haryana for two years effective from 06/09/
2024.

Last year, the Company obtained a New Consent on 29/11/2024
for the utilization of hazardous waste in accordance with Rule
9 of the Hazardous and Other Wastes (Management and
Transboundary movement) Rules, 2016, for Utilization of spent
sulphuric acid (SSA) [generated from Linear Alkyl Benzene
Sulphonic Acid (LABSA) process] in the production of Single
Super Phosphate.

Additionally, the Company was granted Registration Certificate
for Brand Owner on 25^th January, 2025. This Registration issued
under the PWM Rules, 2016 from Central Pollution Control
Board (Ministry Of Environment, Forest and Climate Change,
Govt. of India) Parivesh Bhawan, East Arjun Nagar Delhi
authorises us for the disposal of Plastic waste generated due
to plastic packaging introduced by us in the market.

As part of our green initiatives, the Company plan to conduct
approximately 200 plantings during the FY-2025-26 monsoon
season around the factory compound's periphery.

The Company continuously conducts safety training and
refresher programs for its employees and workers. Notably,
there were no fatal incidents reported at the factory over the
past year. The Company has also organized numerous activities
related to Safety, Health & Environment during National Safety
Week, National Road Safety Month, World Environment Day,
National Fire Service Day and Chemical Disaster Prevention Day.

6. Industrial Relations:

The Industrial Relations scenario in the Plant was normal.

7. Annual Return:

Annual Return referred to in Section 92(3) of the Companies
Act, 2013 is available on the website of the Company at

http://www.zuari.in/investor/annual return

8. Related Party Transactions:

All related party transactions that were entered into during the
financial year, were on an arm's length basis. All related party
transactions are 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 given in Note No.
42 of 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 qualification, positive attributes,
independence of director and other matters as required under
Section 178(3) of the Companies Act, 2013. More details of the
same including the composition of the Committee are given in
the Report on Corporate Governance enclosed as Annexure
'A' to this report.

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

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

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

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

11. Vigil Mechanism/Whistle Blower Policy:

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

Weblink for the policy:

htto://www.zuari.in/assets/files/coroorate-aovemance/Whistle-Blower-Pokv-08.02.2019n.odf

12. Corporate Social Responsibility ('CSR'):

The Board of Directors has constituted a CSR Committee and
also approved the CSR Policy. CSR Committee comprised of
Executive Director, one Independent Director and one Non¬
Executive Director as on 31^st March, 2025. The Board has
designated Mrs. Asheeba Pereira, Company Secretary as
Secretary of the Committee. During the year under review, 1
meeting of the Committee was held on 24^th May, 2024.

The Composition of Committee & their attendance at the
meetings are as follows:

Mr. Athar Shahab retires by rotation at the forthcoming Annual
General Meeting and is eligible for re-appointment. A brief
profile and details of other directorships of Mr. Athar Shahab
are given in the Report on Corporate Governance attached as
Annexure 'A' to this report.

Mrs. Reena Suraiya was re-appointed as a Non-Executive and
Independent Director of the Company for a second term of 3
years w.e.f. 24th June, 2024 to 23rd June, 2027. Approval of
the shareholders by way of postal ballot was obtained on 9th
July, 2024 for her re-appointment and continuation of her
directorship pursuant to Regulation 17(1A) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Amandeep was re-appointed as a Non-Executive and
Independent Director of the Company for a second term of 3
years w.e.f. 29th May, 2025 to 28th May, 2028 and the approval
of the shareholders was obtained through Postal Ballot on 29th
April, 2025 for his re-appointment.

Mr. Manoj Dere, ceased to be a Company Secretary &
Compliance Officer and Key Managerial Personnel of the
Company w.e.f. 30^th September, 2024.

Mrs. Asheeba Pereira, was appointed as Company Secretary &
Compliance Officer and Key Managerial Personnel of the
Company w.e.f. 1^st October, 2024.

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 Corporate Governance Report annexed as Annexure 'A'.

The policy is displayed on the Company's website. The weblink
for the same is: http://www.zuari.in/assets/files/corporate-
governance/CSR-Policv-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 attached as Annexure 'H' to this report.

L3. Directors and Key Managerial Personnel:

The Board comprises of 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.

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

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 provisions of Section 203 (1) of the Companies
Act, 2013.

14. Performance Evaluation:

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

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

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

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

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

15. a. Board Meetings:

During the year, six Board Meetings were held on 25^th May,
2024, 3^rd August, 2024, 1^st October, 2024, 6^th November,
2024, 25^th November, 2024 and 6^th February, 2025. The
details of the composition of the Board and attendance of
the Directors at the Board Meetings, are provided in the
Corporate Governance Report.

b. Audit Committee:

During the year under review, five Audit Committee
Meetings were held and all the recommendations of the
Audit Committee were accepted by the Board. The details
of the composition of the Audit Committee and details of
committee meetings are given in the Corporate
Governance Report.

16. Fixed Deposits:

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

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

There are no significant material orders passed by the Courts/
Regulators or Tribunals impacting the going concern status and
Company's operations in future. The details pertaining to
various demand notices from various statutory authorities are
disclosed in Note No. 34 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 is 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 Company's policies, safeguarding its assets,
prevention and detection of fraud and errors, accuracy and
completeness of accounting records and timely preparation of
reliable financial information.

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

19. Disclosure Requirement:

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 of Corporate
Governance by a Practicing Company Secretary is enclosed as
Annexure 'B'. Declaration by the Executive Director is enclosed
as Annexure 'C', the Management Discussion and Analysis is
enclosed as Annexure 'E' and Secretarial Audit Report is
enclosed as Annexure 'F' to this report.

20. Statutory Auditors:

As per Section 139, 142 and other applicable provisions, if any,
of the Companies Act, 2013 and 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, to hold office from the conclusion
of 12^th Annual General Meeting until the conclusion of the 17^th
Annual General Meeting.

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

During the year under review, there were no frauds reported
by the Auditors to the Audit Committee or the Board under
Section 143 (12) of the Companies Act, 2013.

21. Cost Records & Cost Audit:

The Company is required to maintain cost records as specified
by the Central Government under Section 148(1) of the
Companies Act, 2013, and accordingly such accounts are made
and records are maintained. The Cost Audit Report for the year
ended 31^st March, 2024 was filed by the Company with the
Ministry of Corporate Affairs on 9^th August, 2024.

22. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Shivaram Bhat, Practicing Company Secretary
as Secretarial Auditor, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for the financial year
2024-25 is enclosed as Annexure 'F' to this Board's Report. The
Secretarial Audit Report does not contain any qualification.

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 2024-25 is enclosed as Annexure
'G'.

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the LODR
Regulations, upon the recommendation of the Audit
Committee, the Board of Directors approved and recommended
for shareholders' approval, the appointment of Mr. Shivaram
Bhat, Company Secretary in Practice (ACS No. 10454, Certificate
of Practice No. 7853, PR 1775/2022) for a term of 5 (five) years
beginning from FY 2025-26, to carry out the Secretarial Audit
of the Company.

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.

24. Employees' Stock Option Scheme:

Though 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):

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

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

No application was received or any proceedings filed under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
financial year 2024-25.

27. Details of difference between amount of the valuation done
at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions
along with the reasons thereof:

Not Applicable

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

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

The Company shall place the financial statements of subsidiaries
on its website in pursuance of Section 136 of the Companies
Act, 2013. The Annual Accounts of the Subsidiary Companies
shall be made available to the shareholders for inspection at
the Registered Office of the Company.

29. Subsidiaries:

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

(a) Mangalore Chemicals & Fertilizers Limited:

Mangalore Chemicals & Fertilizers Limited (MCFL) is a
subsidiary of the Company and the Company holds 54.03%
total voting rights in MCFL.

MCFL has only one major business segment, viz. Fertilizers.
It manufactures both Nitrogenous and Phosphatic
fertilizers and is the only manufacturer of fertilizers in the
State of Karnataka. About 72% of the Company's products
are sold in the State of Karnataka, which meets about 11%
of the needs of the farmers in the State. MCFL maintains a
good share of the market in Kerala and a modest share in
the neighbouring States of Tamil Nadu, Andhra Pradesh,
Telangana and Maharashtra.

The revenue from operations for the year ended 31^st
March, 2025 was ' 3,33,189.59 Lakhs as compared to
' 3,79,544.16 Lakhs for the year ended 31^st March, 2024.

The profit before tax for the year ended 31^st March, 2025
was ' 20,604.69 Lakhs as compared to ' 24,067.02 Lakhs
for the year ended 31st March, 2024. Total Comprehensive
Income stood at ' 14,277.55 Lakhs for the year ended 31^st
March, 2025 compared to ' 15,427.33 Lakhs for the
previous year.

(b) Zuari Farmhub Limited :

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

The following are the businesses carried out by ZFL:

The Specialty Nutritients Business:

In order to support the market & farmers need with timely
supply of quality products, ZFL manufactures, source &
promotes high quality Water Soluble Fertilizers,
Micronutrients, Organic Products, Soil Conditioners & Agri.
fluids to offer complete plant nutrient solution to farmers.
The Specialty Fertilizer Division facility in Baramati
manufacturing highest quality Water Soluble Fertilizer
mixtures has greatly helped in growth of the business.

Plant Protection Chemicals

ZFL offer services to farmers by offering such protection
measures, wide range of agri. Crop protection chemicals
are marketed by ZFL under their own brands sourced from
reputed manufacturers. ZFL 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

ZFL has conceptualized and operate 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

ZFL promotes the concept of Integrated Nutrient
Management. Six Agricultural Development Labs (ADLs)
established at different locations strive to provide solution
to the pressing needs of the farmers in 14 out of 15 agro
climatic zones in India. 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 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 adaptation
and assessing their relative advantage, compatibility,
complexity and replicability.

The revenue from operations for the year ended 31^st
March, 2025 was ' 1,10,735.83 Lakhs as compared to
' 78,167.61 Lakhs for the year ended 31^st March, 2024.

The profit before tax for the year ended 31^st March, 2025
was ' 3,467.44 Lakhs as compared to loss of ' 1,821.95
Lakhs for the year ended 31^st March, 2024. Total
Comprehensive Income stood at ' 2,560.05 Lakhs for the
year ended 31^st March, 2025 compared to loss ' 1217.98
Lakhs for the previous year.

30. Joint Venture:

A brief review of the joint venture of the Company is given
here 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 56.05% of the equity
stake in PPL.

ZMPPL's total revenue from operations for the year ended 31^st
March, 2025 was ' 6884.06 Lakhs as against ' 2949.70 Lakhs
during the previous year.

The profit before exceptional Items and tax for the year ended
31^st March, 2025 was ' 2678.23 Lakhs as against profit before
exceptional Items and tax of ' 2595.66 Lakhs during the
previous year. Profit after tax for the year was ' 1996.89 Lakhs
as compared to profit after tax of ' 1935.73 Lakhs in the
previous year.

31. Risk Management:

The details pertaining to Risk Management are included in the
Corporate Governance Report enclosed as Annexure 'A'.

32. Business Responsibility and Sustainability Report :

Pursuant to Regulation 34 (2) (f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,2015, the Business
Responsibility and Sustainability Report for the financial year
2024-25 is not applicable to the Company.

33. 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 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 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 loss 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.

34. Compliance of Secretarial Standards:

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

35. Acknowledgements:

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

For and on behalf of the Board

Nitin M. Kantak Athar Shahab

Executive Director Non-Executive Director

DIN:08029847 DIN:01824891

Date: 14^th May, 2025