Zuari Agro Chemicals Ltd

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.

AGM Details

• AGM scheduled for 16 September 2026 at 3:30 PM IST via VC/OAVM.
• Notice includes Annual Report for FY 2025-26.
• Notice and Annual Report uploaded on company website and emailed to eligible shareholders.

Order details

• Awarding entity: Regional Director, Western Region-I, Ministry of Corporate Affairs, Mumbai, India.
• Nature and scope: final orders on compounding applications under Section 441 of the Companies Act; violations compounded.
• Value: compounding fees payable; no amount disclosed in filing.
• Domestic: India.
• Completion: final orders received on 13 August 2026; interim orders disclosed 30 July 2026.
• Key terms: orders contingent on payment of compounding fees.
• Related party: no related party involvement disclosed.
• Material impact: no material impact disclosed.

Key Update

• Two interim orders dated 29 July 2026 issued by Regional Director, MCA, relate to compounding under Section 441.
• The Interim Orders pertain to alleged non-compliances under Sections 166 and 178 of the Companies Act, 2013.
• Interim Orders do not impact Company finances or operations.
• Compounding fees: Rs 6.50 lakhs on ED/Promoter Directors/KMPs; Rs 13.00 lakhs on applicants.

Resolution 1: MD appointment

• Special resolution: appoint Nitin M Kantak as MD; remuneration approved; 98.77% in favour, 1.23% against.

Resolution 2: Director appointment

• Ordinary resolution: appoint Pramod Kumar Gupta as Non-Executive Non-Independent Director; 99.75% in favour, 0.25% against.

Meeting Details

• Board meeting scheduled for 31 July 2026; time and venue not disclosed.

Key Agenda Items

• Consider unaudited standalone and consolidated financial results for the quarter ended 30 June 2026.

Other Notes

• Trading window to remain closed till 2 August 2026 (48 hours after results declaration).

KYC & dematerialisation notice

• Intimation to physical-shareholders to furnish PAN and KYC details and dematerialise holdings.
• Dispatched per SEBI circulars; MUFG Intime India Private Limited as RTA.
• Non-updation may result in electronic dividend payments from 01-Apr-2024.
• Updating PAN, nomination, contact, and bank details enables automatic dividend credit.
• Folio 0018774 requires PAN, signature, mobile, and bank details; email and nomination optional.
• Transfer of shares in physical form not permitted from 01-Apr-2019; dematerialisation advised.
• Special window Feb 5, 2026 to Feb 4, 2027 for re-lodgement of pre-2019 physical transfers.
• Submission options: IPV, hard copy, or e-sign; KYC forms ISR-1/2/3, SH-13/14; MUFG site.

Dematerialisation processing and ownership updates

• Dematerialisation requests were confirmed to depositories as accepted or rejected.
• Securities dematerialised have been listed on the stock exchanges.
• Certificates for dematerialisation were mutilated, cancelled, and depository as registered owner updated within prescribed timelines.