Zuari Agro Chemicals Ltd

ICD repayment update

• Subject: Repaid Rs 44 crore ICDs to Zuari Industries on 30 September 2026.
• Total ICDs availed: Rs 258.50 crore; repaid to date: Rs 214.50 crore.
• Outstanding ICDs post-repayment: Nil.

Zuari Agro Chemicals Limited closes trading window from 1 October 2026 till completion of 48 hours after declaration of Unaudited Financial Results for the quarter and half year ending 30 September 2026

Debt/ICD repayment

• Total ICDs availed: Rs 258.50 crore from Zuari Industries Limited.
• Repayment of Rs 214.50 crore ICDs to Zuari Industries Limited on 18 Sept 2026; balance Rs 44 crore.

AGM Details

• Held on 16 September 2026 at 3:30 PM IST via VC/OAVM; record date 09 September 2026.

Key Resolutions

• Adopt audited standalone and consolidated financial statements for year ended 31 March 2026, with reports.
• Re-appoint Poddar by rotation.
• Re-appoint Statutory Auditors and fix remuneration.
• Approve material related party transactions with Paradeep Phosphates Limited.
• Continue Poddar as Non-Executive Chairman (Special Resolution).

Voting Results

• Resolution 1 passed; 2 votes against 581, all others in favour.
• Resolution 2 passed; 99.43% in favour.
• Resolution 3 passed; 100% in favour.
• Resolution 4 passed; 99.96% in favour.
• Resolution 5 passed; 99.62% in favour.

Dividend

• No dividend proposed or declared at the AGM.

Director Changes

• Mr. Poddar continued as Non-Executive Chairman following the Special Resolution.

Auditor Appointments

• Statutory Auditors re-appointed; remuneration fixed.

Material Related Party Transactions

• Approved material RPT between Zuari Farmhub and Paradeep Phosphates Limited.

Other Material Approvals

• No other material approvals reported at the AGM.

AGM details

• Date/time: 16 September 2026, 3:30 PM IST
• Mode: Video Conferencing / OAVM
• Duration: 3:30 PM to 4:06 PM
• Remote e-voting available; results to be posted on company website

Key resolutions

• Adopt audited standalone and consolidated financial statements for FY2025-26
• Re-appoint Saroj Kumar Poddar by rotation
• Reappoint K.P. Rao & Co as statutory auditors for five years; remuneration to be fixed
• Approve material related party transactions with Paradeep Phosphates up to Rs 550 crore
• Continue Poddar as Non-Executive Chairman beyond age 75

Voting status

• Results not disclosed; to be announced with Scrutinizer's report
• Consolidated results to be posted on the company's website within 2 working days
• Results to be filed with stock exchanges

Directors

• Re-appoint Poddar as Director by rotation
• Continue Poddar as Non-Executive Chairman beyond age 75

Auditors

• Re-appoint K.P. Rao & Co as statutory auditor for five years

Material related party transactions

• Approve related party transaction between Zuari Farmhub and Paradeep Phosphates up to Rs 550 crore

Zuari Agro Chemicals Limited AGM filing fragment with no extractable AGM details

Adjudication order details

• Registrar of Companies, Goa issued adjudication order dated 24 August 2026.
• Penalty: Rs 3,00,000 on the company; Rs 50,000 on four KMPs.
• Order ID: PO/ADJ/08-2026/GA/02729.
• Date of receipt of order: 25 August 2026.
• Violation relates to Directors' Responsibility Statement and compliance with Indian Accounting Standards.
• Impact: No material financial or operational impact.

AGM notice and AR access

• 17th AGM scheduled for 16 September 2026 at 3:30 PM IST via VC/OAVM.
• Annual Report FY2025-26 available online via specified link.
• Web-link for AR: https://www.zuari.in/investor/annual_reports
• Cut-off date for email-unregistered members: 14 August 2026.
• Members without registered emails were advised to access AR via the web-link.
• Registration of email with depository/RTA encouraged to receive communications electronically.

Financial performance

• Consolidated revenue from operations: 319971.59 Lakhs (FY2025-26).
• Consolidated PAT attributable to equity holders: 91980.54 Lakhs.
• Total comprehensive income attributable to equity holders: 46395.51 Lakhs.
• Gearing ratio: 30.25% as of 31 Mar 2026.
• Net worth: 208897.70 Lakhs as of 31 Mar 2026.
• Dividend paid on equity shares: 817.37 Lakhs; Proposed dividend: Nil.
• Exceptional items: gain on loss of control of MCFL totaling 81178.53 Lakhs.
• ZFHL revenue for FY2025-26: 136596.46 Lakhs.

Divestment and restructuring

• Divested Mahad SSP plant; pre-tax gain 931.59 Lakhs.
• MCFL merged into Paradeep Phosphates Limited; ZACL received 6,54,33,846 equity shares of PPL.
• MCFL ceased to be a subsidiary; loss of control recognised 30 Sep 2025.
• Transferred 2,90,37,000 MCFL shares to ZMPPL for INR 41813.28 Lakhs.
• Post-merger, investment in PPL classified as FVOCI; OCI loss 58,092.17 Lakhs.
• SEBI settlement: paid INR 119.93 Lakhs; 3-month debarment.

Dividend and capital actions

• Dividend paid on equity shares: INR 817.37 Lakhs.
• No dividend proposed for FY2025-26.

Corporate governance and board

• Mr. Saroj Poddar to continue as Non-Executive Director and Chairman; Special Resolution approved.
• M. K. Rao & Co reappointed as Statutory Auditors for five years (2026-31).
• Amandeep and Sanjeev Lall reappointed as Independent Directors via Postal Ballot (2025).
• Nitin M. Kantak appointed Managing Director for 1 year from 3 Sep 2026; subject to shareholder approval.
• Audit Committee: Dipankar Chatterji (Chairman), Athar Shahab, Amandeep, Reena Suraiya.
• Nomination & Remuneration Committee: three Non-Executive Directors; Asheeba Pereira as secretary.

Auditors, controls and risk

• K.P. Rao & Co. reappointed as Statutory Auditors for five years; no adverse qualifications.
• Auditors classify going concern as a key audit matter; management believes going concern basis is appropriate.
• Company has adequate internal financial controls; ERP SAP HANA in use; controls reviewed periodically.
• Secretarial Audit by external firm found overall compliance; no major irregularities reported.
• Management discusses risk management and maintains a formal risk framework reviewed by the Audit Committee.

Related party transactions

• Material related party transaction with Paradeep Phosphates Limited up to 550 crore for FY 2026-27.
• All related party transactions are at arm's length and approved by Audit Committee and Board.
• ZFHL, MCFL, PPL and ZMPPL are among key related parties; disclosures in Form AOC-2.

Subsidiaries and joint ventures

• Zuari Farmhub Limited remains a 99.54% subsidiary.
• Mangalore Chemicals and Fertilisers Limited ceased to be a subsidiary after the MCFL-PPL scheme.
• Zuari Maroc Phosphates Private Limited (ZMPPL) is a 50% joint venture with OCP S.A.
• Group share of ZMPPL results consolidated; significant intercompany transactions disclosed.

Regulatory developments and outlook

• Scheme of Arrangement approved by NCLT; MCFL deconsolidated; divestment of fertilizer business completed.
• Labour Codes impact recognized as an Exceptional Item (INR 4.93 Lakhs).
• Company pursuing disciplined capital allocation; opportunities across manufacturing, trading, and investments.
• Continued SEBI settlement and compliance posture; ongoing monitoring of regulatory changes.

Regulatory filings and notices

• Seventeenth AGM Notice and Annual Report for FY 2025-26 circulated; AGM to be held via VC/OAVM on 16 Sep 2026.
• SEBI LODR related circulars and MCA circulars followed for AGM via VC/OAVM.
• Dividend unpaid/IEPF: no outstanding dividends per the latest notice; IEPF transfers completed as applicable.

Outlook and key risks

• Post-divestment, Zuari Agro Chemicals pivots to an investment-holding model.
• Risks include market volatility, regulatory changes, and execution risk in new ventures.
• Capital deployment will be disciplined, with focus on long-term value and stakeholder alignment.