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8. During the year ended March 31, 2020 due to devolvement of loans, a remuneration of lNR 0.81 crores paidto its then managing director in accordance with ordinary resolution but not without prior approval frombanks/financial institutions and approval of the shareholders by a special resolution as per provisions ofSection 197 of Companies Act, 2013 (Act) read with Schedule V, has been recognized as recoverable fromthe managing director as at year end. As per section 197(10) of the Act, the Company proposes to seekapproval of shareholders by way of special resolution for waiver of recovery of remuneration paid to the thenmanaging director, after obtaining prior approvals from the banks / financial institutions for which Companyhas initiated the process.9. (i) In respect of a subsidiary company located outside India (ATD), whose financial information/ statementsand other financial information have been prepared in accordance with accounting principles generallyaccepted in the respective country, the Company's management bas conve1ted the financial information/statements of such subsidiary located outside India from accounting principles generally accepted in therespective country to accounting principles generally accepted in India.ii. In respect of a joint venture, whose Special purpose financial statements, other financial information havebeen reviewed as per SA - 800 (Audit of special considerations/audit of financial statements prepared inaccordance with special purpose frameworks issued by ICAI) by their respective independent auditors.10. The figures of the quarter ended March 31, 2022 are the balancing figures between the audited figures inrespect of the financial year up to March 31, 2022 and the unaudited published year-to-date figures up toDecember 31, 2021 being the date of the end of third quarter of the financial year, which were subjected tolimited review.11. The Code of Social Security 2020 ('Code') relating to employee benefits received Presidential assent inSeptember 2020. However, effective date and final rules/interpretation have not yet been notified/issued. TheCompany and the Group is in process of assessing the effect of the Code and will recognize the impact, ifany, based on its effective date.12. Previous period/year figures have been re-grouped/re-classified wherever necessary, to confirm to currentperiod's classification in order to comply with the requirements of the amended Schedule III to the CompaniesAct, 2013 effective April 01, 2021.Falf ofBoard ofDirectors Date: August 03, 2022Place: Zuarinagar, GoaNitin M KantakExecutive DirectorDIN: 08029847

K. P. RAO & CO.CHARTERED ACCOUNTANTSK. P. RAOK. VISWANATHDESMOND J. REBELLOK.P. SIDDHARTHH.N. ANILS. PRASHANTHMOHAN R LAVIP RAVINDRANATH'Poornima', llnd Floor, 25, State Bank Road,Bangalore - 560 001. Karnataka, India.PhoneFaxE-mail: 080 - 25587385 / 25586814: 080 - 25594661: info@kprao.co.inIndependent Auditor's Review Report on the Quarterly & Year to Date UnauditedStandalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI(Listing Obligation & Disclosure Requirements) Regulations, 2015, as amendedReview ReportToThe Board of DirectorsZuari Agro Chemicals Limitedl. We have reviewed the accompanying statement of unaudited standalone financialresults of Zuari Agro Chemicals Limited (the "company") for the quarter ended June 30,2022 and year to date from April 1, 2022 to June 30, 2022 (The "Statement") attachedhere with, being submitted by the Company pursuant to the requirement of Regulation33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, asamended (the "Listing Regulations)2. This Statement which is the responsibility of the Company's Management and approvedby the Company's Board of Directors, has been prepared in accordance with therecognition and measurement principles laid down in Indian Accounting standard 34(Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of theCompanies Act, 2013 as amended, read with relevant rules issued thereunder and otheraccounting principles generally accepted in India. Our responsibility is to express aconclusion on the statement based on our review.3. We conducted our review of the Statement in accordance with the Standard on ReviewEngagements (SRE 2410). "Review of Interim Financial Information Performed by theIndependent Auditor of the Entity" issued by the Institute of Chartered Accountants ofIndia. This standard requires that we plan and perform the review to obtain moderateassurance as to whether the statement is free of material misstatement. A review ofinterim financial information consists of making inquiries primarily of personsresponsible for financial and accounting matters, and applying analytical and otherreview procedures. A review is substantially less in scope than an audit conducted inaccordance with Standards on Auditing and consequently does not enable us to obtainassurance that we would become aware of all significant matters that might beidentified in an audit. Accordingly, we do not express an audit opinion.4. Based on our review conducted as above nothing has come to our attention that causesus to believe that the accompanying Statement prepared in accordance with therecognition and measurement principle laid down in the aforesaid Indian AccountingStandards ("Ind AS") specifiedunder Section 133 of the Companies Act 2013 as. -Q. \'--r,.o & c:o.BranchesHyderabad : 3rd Floor, D1, 6-3-652, Kautilya , Somajiguda, Hyderabad - 500 082. Ph.: 040-2332231 OMysore: 74, 2nd Main, First Stage, Vijayanagar, Mysore - 570 017. Ph.: 08 21-2517971Chennai: Flat 2-A, Second Floor, Shruthi 3/7, 8th Cross Street, Shastrinagar, Adayar, Chennai - 600 020. Ph.: 044- 24903137 / 45511564

K. P. RAO & CO.CHARTERED ACCOUNTANTSContinuation Sheet .amended, read with relevant rules issued there under and other accounting principlesgenerally accepted in India, has not disclosed the information required to be disclosed interms of the Listing Regulation including the manner in which it is to be disclosed, orthat it contains any material misstatement.5.Other Mattera. We draw attention to 4(i) of the accompanying standalone financial results,regarding sale and transfer of Goa fertilizer plant and associated business to PPLwhich has been consummated on June 01, 2022 and recognized the pre-tax gain forthe quarter ended June 30, 2022 as exceptional item in the financial statement of theCompany.b. We draw attention to 4(ii) of the accompanying standalone financial results,regarding conversion of unsecured compulsory convertible debentures (CCD's) fromZuari Farmhub Ltd. (Wholly owned subsidiary). Zuari Farmhub Ltd. has filed beforeNCLT, Scheme for Reduction of its Share Capital in accordance with section 66 of theCompanies Act 2013 by way of setting off its Equity share capital against negativecapital reserves as appearing on 31st March 2022 which is subject to approval.Our conclusion is not modified in respect of this matter.For K.P. Rao & CoChartered Accountants· ration No. 003PartnerMembership Number: 029340UDIN:2.2-02-'134-0AODz :J, f-39:f--5Place: BengaluruDate: August03, 2022

K. P. RAO & CO.CHARTERED ACCOUNTANTSK. P. RAOK. VISWANATHDESMOND J. REBELLOKP. SIDDHARTHH.N. ANILS.PRASHANTHMOHAN R LAVIP RAVINDRANATH'Poornima', llnd Floor, 25, State Bank Road,Bangalore - 560 001. Karnataka, India.PhoneFaxE-mail: 080 - 25587385 / 25586814: 080 - 25594661: info@kprao.co.inIndependent Auditor's Review Report on the Quarterly and Year to Date UnauditedConsolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amendedReview Report toThe Board of DirectorsZuari Agro Chemicals Limited1. We have reviewed the accompanying Statement of Unaudited Consolidated FinancialResults of Zuari Agro Chemicals Limited (the "Holding Company") and its subsidiaries(the Holding Company and its subsidiaries together referred to as "the Group"), its jointventure for the quarter ended June 30, 2022 and year to date from April 01, 2022 toJune 30, 2022 (the "Statement") attached herewith, being submitted by the HoldingCompany pursuant to the requirements of Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, as amended (the "ListingRegulations").2.This Statement, which is the responsibility of the Holding Company's Management andapproved by the Holding Company's Board of Directors, has been prepared inaccordance with the recognition and measurement principles laid down in IndianAccounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed underSection 133 of the Companies Act, 2013 as amended, read with relevant rules issuedthereunder and other accounting principles generally accepted in India. Ourresponsibility is to express a conclusion on the Statement based on our review.3.We conducted our review of the Statement in accordance with the Standard on ReviewEngagements (SRE)2410. "Review of Interim Financial Information Performed by theIndependent Auditor of the Entity" issued by the Institute of Chartered Accountants ofIndia. This standard requires that we plan and perform the review to obtain moderateassurance as to whether the Statement is free of material misstatement. A review ofinterim financial information consists of making inquiries, primarily of personsresponsible for financial and accounting matters, and applying analytical and otherreview procedures. A review is substantially less in scope than an audit conducted inaccordance with Standards on Auditing and consequently does not enable us to obtainassurance that we would become aware of all significant matters that might beidentified in an audit. Accordingly, we do not express an audit opinion.We also performed procedures in accordance with the Circular No. CIR/CFD/CMD I/44/2019 dated March29, 2019 issued by the Securities and Exchange Board ofIndia under Regulation 33(8) of the Listing Regulations, to the extent applicable. .---.BranchesHyderabad: 3rd Floor, D1, 6-3-652, Kautilya, Somajiguda, Hyderabad - 500 082. Ph.: 040-23322310Mysore: 74, 2nd Main, First Stage, Vijayanagar, Mysore - 570 017. Ph.: 0821-2517971Chennai : Flat 2-A, Second Floor, Shruthi 3/7, 8th Cross Street, Shastrinagar, Adayar, Chennai - 600 020. Ph.: 044- 249 03 1 37 / 45511 564

K. P. RAO & CO.CHARTERED ACCOUNTANTSContinuation Sheet .4. The Statement includes the results of the following entities:1 Zuari Agro Chemicals LimitedSubsidiaries2 Mangalore Chemicals and Fertilizers Limited (MCFL)3 Adventz Trading DMCC4 Zuari Farmhub LimitedJoint Venture5 Zuari Maroc Phosphates Private LimitedParadeep Phosphates Limited (subsidiary ofZuari Maroc Phosphates Private6 Limited)Associates of Joint Venture7 Zuari Yoma Agri Solutions Limited (Associate of Paradeep Phosphates Limited)5. Based on our review conducted and procedures performed as stated in paragraph 3above and based on the consideration of the review reports of other auditors referred toin paragraph 8 and 9 below, nothing has come to our attention that causes us tobelieve that the accompanying Statement, prepared in accordance with recognitionand measurement principles laid down in the aforesaid Indian Accounting Standards('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended,read with relevant rules issued thereunder and other accounting principlesgenerally accepted in India, has not disclosed the information required to bedisclosed in terms of the Listing Regulations, including the manner in which it isto be disclosed, or that it contains any material misstatement.6.Emphasis of MatterWe draw attention to Note 6, which states that in case of a Subsidiary Company (MCFL),MCFL has recognized urea subsidy income of INR 29.14 crores considering thatbenchmarking of its cost of production of urea using Naptha with that of gas based ureamanufacturing units is arbitrary and for which the MCFL has filed a writ petition againstthe Department of Fertilizers before the Hon'ble High Court of Delhi. Based on legalopinion obtained, the management of MCFL believes that the criteria for recognition ofsubsidy revenue are met.Our conclusion is not modified in respect of this matter.7. Other Matteri. We draw attention to 4(i) of the accompanying standalone financial results,regarding sale and transfer of Goa fertilizer plant and associated business to PPLwhich has been consummated on June 01, 2022 and recognized the pre-tax gain forthe quarter ended June 30, 2022 as exceptional item in the financial statement ofthe Company.

K. P. RAO & CO.CHARTERED ACCOUNTANTSContinuation Sheet .ii. We draw attention to 4(ii) of the accompanying standalone financial results,regarding conversion of unsecured compulsory convertible debentures (CCD's)from Zuari Farmhub Ltd. (Wholly owned subsidiary). Zuari Farmhub Ltd. has filedbefore NCLT, Scheme for Reduction of its Share Capital in accordance with section66 of the Companies Act 2013 by way of setting off its Equity share capital againstnegative capital reserves as appearing on 31st March 2022 which is subject toapproval.Our conclusion is not modified in respect of this matter.8. The accompanying Statement includes the unaudited interim financial results and otherfinancial information, in respect of: One subsidiary, whose unaudited interim financial results include total revenues of INR261.63 crores, total net profit after tax of INR 11.45 crores, total comprehensive Incomeof INR 11.45 crores, for the quarter ended June 30, 2022 and the period ended on thatdate as considered in the Statement reviewed by us. One subsidiary, whose financial results include total revenues of INR 1021.29 crores,total net profit after tax of INR 22.80 crores, total comprehensive Income of INR 23.10crores, for the quarter ended June 30, 2022 and the period ended on that date asconsidered in the Statement which has been reviewed by their respective independentauditors. 1 joint venture, whose unaudited interim financial results include Group's share of netprofit of INR 28.86 crores and Group's share of total comprehensive income of INR29.08 crores for the quarter ended June 30, 2022 and for the period from April 01, 2022to June 30, 2022, as considered in the Statement whose interim financial results, otherfinancial information have been reviewed by their respective independent auditors.The independent auditor's reports on interim financial information/ financial results ofthese entities have been furnished to us by the Management and our conclusion on theStatement, in so far as it relates to the amounts and disclosures in respect of thesesubsidiaries, joint venture is based solely on the report of such auditors and proceduresperformed by us as stated in paragraph 3 above.9. One of these subsidiaries is located outside India whose financial results and otherfinancial information have been prepared in accordance with accounting principlesgenerally accepted in its respective country and which have been reviewed by otherauditors under generally accepted auditing standards applicable in its respectivecountry. The Holding Company's management has converted the financial results of

K. P. RAO &co·.CHARTERED ACCOUNTANTSContinuation Sheet. .such subsidiary located outside India from accounting principles generally accepted inits respective country to accounting principles generally accepted in India. We havereviewed these conversion adjustments made by the Holding Company's management.Our conclusion in so far as it relates to the balances and affairs of such subsidiarylocated outside India is based on the report of other auditor and the conversionadjustments prepared by the management of the Holding Company and reviewed by us.FCAccountantsation No. 003135SpMembership Number: 029340Place: BengaluruDate: August03, 2022

Annexure BSr.No.Details of events that need to beprovidedInformation of such event(s)1Reason for change viz. appointment,resignation, removal, death or otherwise;Based on the recommendation of theNomination & Remuneration Committee, theBoard of Directors at its meeting held todayi.e. August 3, 2022 has approved theappointment of Mr. Gaurav Dutta asCompany Secretary and Key ManagerialPersonnel (KMP) & Compliance Officerw.e.f. August 3, 2022.2.Date of appointmentapplicable)Term of appointment3.Brief Profile (in case of appointment)/cessation(as Mr. Gaurav Dutta has been appointed at themeeting of the Board of Directors held todayi.e. August 3, 2022 as Company Secretaryand Key Managerial Personnel (KMP) &Compliance Officer w.e.f. August 3, 2022.Mr. Gaurav Dutta is a Company Secretary(Membership no. A24445 of Institute ofCompany Secretaries of India) and a LawGraduate with over 14 years of experienceworking in the secretarial and legal team inManufacturing sector, Power sector, EPCand Sugar industry.Mr. Dutta is currently working as Manager Secretarial,ZuariIndustriesLimited(formerly Zuari Global Limited) and isassociated with Adventz group sinceSeptember 2016.Mr. Dutta was earlier working as CompanySecretary of erstwhile Gobind Sugar MillsLimited which got amalgamated with ZuariIndustries Limited in April 2022 and he hadalso served as Company Secretary of SimonIndia Limited. During his tenure with Adventzgroup, he has handled various assignmentsincluding handling compliances underprovisions of corporate laws and SEBI laws,issue and listing of Non-Conver

Circular No CIR/CFD/CMD/4/2015 dated September 9, 2015 are given as Annexure B. 3. Appointment of M/s. S.S. Sonthalia & Co., Cost Accountants as Cost Auditor to conduct cost audit of Goa Plant for a period of 2 months from 1st April, 2022 to 31st May, 2022 and for Company's plant situated at Mahad for the Financial Year 2022-23.