Zuari Industries Revises UPSI Fair Disclosure Code

Date: 12 November 2026

Document Overview

This document is a regulatory filing submitted to the National Stock Exchange of India Ltd and BSE Limited. It contains the revised "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (the Code) and an accompanying "Policy for Determination of Legitimate Purpose". The submission is made pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (SEBI PIT Regulations).

Key Managerial Personnel / Board Changes

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Dividend Declaration or Non-Declaration

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Board Meeting Outcomes

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Financial Results

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Auditor’s Report

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Disinvestment / Strategic Actions

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Code Content Summary

Background and Objective

The Code was formulated and adopted by the Board of Directors of Zuari Industries Limited in compliance with Regulation 8 of the SEBI PIT Regulations. It supersedes the earlier Code adopted by the Company on the subject. The objective is to ensure timely, adequate, fair, uniform, and universal disclosure and dissemination of Unpublished Price Sensitive Information (UPSI) to make it generally available and prevent selective disclosure.

Applicability

The Code applies to the Company and its directors, officers, employees, and other persons who may come into possession of, handle, or be responsible for the disclosure or dissemination of UPSI in the course of their association with the Company.

Chief Investor Relations Officer (CIRO)

The Chief Financial Officer and Company Secretary of the Company are designated as the Chief Investor Relations Officers (CIROs). They are responsible for ensuring timely, adequate, uniform, and universal dissemination and disclosure of UPSI in accordance with the Code and SEBI PIT Regulations.

Principles and Procedures for Fair Disclosure

The Code outlines several key principles:

• Prompt public disclosure of UPSI that would impact price discovery in an accurate, fair, and timely manner.
• Uniform and universal dissemination of UPSI by promptly intimating it to the Stock Exchanges and disclosing it on the Company's website.
• Procedures for handling inadvertent or selective disclosure, requiring prompt notification to CIROs and subsequent public dissemination.
• A general rule of not commenting on market rumours or speculative news reports, with provisions for responding to queries from Stock Exchanges, SEBI, or other regulatory authorities.
• Guidelines for interactions with analysts and research personnel, ensuring only generally available information is shared.
• A requirement to handle UPSI on a "need to know" basis and to notify recipients to maintain confidentiality.

Policy for Determination of Legitimate Purpose

An annexure to the Code, this policy provides an illustrative list of purposes considered "Legitimate Purpose" for sharing UPSI. Legitimate Purpose is defined as sharing UPSI in the ordinary course of business on a need-to-know basis if required in the interest of the Company. The illustrative list includes sharing with:

• Statutory, governmental, regulatory, or administrative authorities.
• Courts, tribunals, arbitral forums, or quasi-judicial authorities.
• Parties due to contractual obligations or business requirements (promoters, holding companies, subsidiaries, associates, joint ventures, partners, collaborators, lenders, customers, suppliers).
• Professional service providers (merchant bankers, rating agencies, legal advisors, income tax advisors, auditors, insolvency professionals, consultants).
• For legal, financial, or professional advice, accounting, audit, or dispute resolution.
• For transactions potentially triggering open offer obligations or otherwise in the best interests of the Company.
• For preparing consolidated financial statements.

The policy emphasizes that any sharing must not be carried out to evade the prohibitions of the PIT Regulations. Recipients of UPSI pursuant to a legitimate purpose are considered Insiders and must be notified to maintain confidentiality.

Amendment and Review

The Code and Policy are to be reviewed by the Board as necessary and amended to reflect changes in the SEBI PIT Regulations or other applicable laws. In case of inconsistency, the provisions of the SEBI PIT Regulations or applicable law shall prevail.

Other Operational / Legal / Strategic Disclosures

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