Zuari Industries has submitted its revised Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) to the National Stock Exchange of India Ltd and BSE Limited. The filing, dated August 13, 2026, ensures compliance with Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Board of Directors approved the revised code, which supersedes the previous version adopted by the company. The update aims to ensure timely, adequate, fair, uniform, and universal dissemination of UPSI to prevent selective disclosure.

Key Provisions of the Revised Code

The revised code outlines specific responsibilities and procedures for handling sensitive information:

• Chief Investor Relations Officers (CIROs): The Chief Financial Officer and Company Secretary serve as CIROs. They are responsible for ensuring timely and uniform dissemination of UPSI to avoid selective disclosure.
• Prompt Disclosure: The company must make prompt public disclosure of UPSI that impacts price discovery once credible and concrete information comes into being.
• Uniform Dissemination: UPSI must be promptly intimated to stock exchanges and disclosed on the company’s website.
• Handling Inadvertent Disclosure: If UPSI is disclosed selectively or inadvertently, the responsible person must inform the CIROs immediately. The CIROs must then take prompt action to disseminate the information publicly.
• Interaction with Analysts: Authorized personnel may share only generally available information with analysts and investors. Transcripts or records of such meetings must be made available on the company’s website.

Legitimate Purpose and Confidentiality

The code defines "legitimate purpose" as sharing UPSI in the ordinary course of business with collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, credit rating agencies, and other service providers. Such sharing must not be carried out to evade regulatory prohibitions.

Factors considered for legitimate sharing include:

1. Whether the sharing is in the ordinary course of business.
2. Whether it serves the interests of the company or a genuine commercial purpose.
3. Whether the nature of the UPSI is commensurate with the purpose.

Recipients of UPSI under a legitimate purpose are considered insiders and must maintain confidentiality. They are prohibited from dealing in the company’s securities or advising others to trade while in possession of such information.

Review and Amendment

The Board will review the code as necessary and amend it to reflect changes in the SEBI PIT Regulations or other applicable laws. In case of inconsistency between the code and SEBI regulations, the regulatory provisions shall prevail.

Zuari Industries Limited reported a consolidated net profit of ₹5.12 lakh for the quarter ended June 30, 2026, marking a shift from the net loss of ₹47.68 lakh recorded in the corresponding quarter of FY26. The result was primarily driven by a significant contribution from associates and joint ventures, alongside an insurance claim settlement recognized as an exceptional item.

The board of directors approved the unaudited financial results on August 13, 2026. Statutory auditors V Sankar Aiyar & Co issued limited review reports for both standalone and consolidated figures. The company also approved the re-appointment of M/s T R Chadha & Co LLP as internal auditor and Mr. Somnath Mukherjee as cost auditor for FY27.

Financial Performance

Consolidated revenue from operations stood at ₹31,193.10 lakh, up from ₹25,745.80 lakh in Q1FY26. Total income reached ₹32,751.91 lakh, including other income of ₹1,558.81 lakh. However, total expenses rose to ₹36,726.71 lakh from ₹30,265.75 lakh in the prior year quarter, resulting in a pre-associate loss of ₹3,974.80 lakh.

On a standalone basis, the company reported a net loss of ₹947.60 lakh compared to a loss of ₹388.64 lakh in Q1FY26. Standalone revenue from operations was ₹26,652.18 lakh. The loss was impacted by exceptional items totaling ₹493.10 lakh, largely due to impairment losses on investments in Indian Furniture Products Limited and Zuari Furniture Limited.

Segment Results

The sugar segment remained the primary revenue driver, contributing ₹23,678.17 lakh to total segment revenue. It generated a segment result of ₹836.80 lakh, down from ₹5,226.22 lakh in the previous quarter but up from ₹1,229.01 lakh in Q1FY26. The ethanol segment posted revenue of ₹6,398.33 lakh with a segment result of ₹478.24 lakh.

Real estate and engineering services segments incurred losses of ₹214.95 lakh and ₹210.77 lakh respectively. Finance costs for the group remained high at ₹6,153.96 lakh, closely matching the ₹6,300.01 lakh recorded in Q1FY26.

What the Numbers Show

The consolidated bottom line was heavily influenced by non-operating factors. While the core operations (excluding finance costs and unallocable items) resulted in a subtotal of ₹804.97 lakh, this was more than offset by finance costs of ₹6,153.96 lakh. The final profitability was secured by the share of profit from associates and joint ventures (₹3,436.73 lakh) and an exceptional gain of ₹481.25 lakh from an insurance claim settlement related to a 2023 sugar factory accident. Without these non-operating contributions, the group would have reported a consolidated loss.

Corporate Actions

The board approved two significant equity acquisitions:

• Acquisition of equity shares in Texmaco Infrastructure & Holdings Limited (TIHL) aggregating up to ₹150 crore from wholly-owned subsidiary Zuari International Limited.
• Acquisition of equity shares in Zuari Agro Chemicals Limited (ZACL) aggregating up to ₹30 crore from wholly-owned subsidiary Zuari Management Services Limited.

Both transactions are structured as related party transactions between the holding company and its subsidiaries, aimed at consolidating the investment portfolio at the listed entity level. No regulatory approvals are required for these moves.