Zenith Drugs Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 26th Annual Report of Zenith Drugs Limited (the Company), accompanied by the Audited Financial Statements for the financial year ended March 31, 2026.

This report has been prepared in accordance with the Companies Act, 2013, including any modifications or re-enactments currently in effect, as well as the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It provides a comprehensive overview of the financial performance and significant developments of the Company for the year under review.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The financial performance of the Company for the financial year ended March 31, 2026 is summarised below:

(Amount in Lacs)

Particulars	For the Year Ended March 31, 2026	For the Year Ended March 31, 2025
Revenue from operations	17,121.98	13,332.00
Other Income	510.13	260.57
Total Income	17,632.11	13,592.57
Total Expenses [excluding finance cost and depreciation]	15,905.92	11,974.15
Profit before Finance Cost, Depreciation, Extraordinary Items and Tax	1,726.19	1,618.42
Less: Depreciation and amortisation expense	604.80	296.63
Less: Finance Cost	561.12	371.08
Profit before Extraordinary Items and Tax	560.27	950.71
Less: Extraordinary Items	21.54	24.64
Profit / (Loss) Before Tax	538.73	926.07
Less: Tax Expenses
(i) Current Tax	160.40	237.25
(ii) Deferred Tax	(16.38)	5.40
(iii) Earlier Year Tax	0.45	(32.64)
Net Profit / (Loss) after Tax	394.26	716.06

2. STATE OF COMPANYS AFFAIRS:

During the year under review, your Company achieved total income of Rs. 17,632.11 Lacs and net profit after tax of Rs. 394.26 Lacs, as against total income of Rs. 13,592.57 Lacs and net profit after tax of Rs. 716.06 Lacs respectively during the previous financial year ended 31st March, 2025.

3. TRANSFER TO RESERVES AND UTILISATION OF ISSUE PROCEEDS:

During the year under review, the Company has not transferred any sum to General Reserve.

The proceeds of the Initial Public Offer of the Company were fully utilised during the financial year ended 31st March, 2025 towards the objects stated in the Prospectus, as disclosed in the Boards Report for that financial year. There was no unutilised balance of issue proceeds as at 1st April, 2025 or at any time during the year under review, and accordingly no deviation or variation in the use of proceeds falls to be reported for the financial year ended 31st March, 2026.

4. DIVIDEND:

Your Directors have not recommended any Dividend for the year under review.

The final dividend of Rs. 0.50 per equity share of Rs. 10 each in respect of the financial year 2023-24, declared at the Annual General Meeting held on 25th September, 2024, was the last dividend declared by the Company. No dividend was declared or paid in respect of the financial year 2024-25. The unclaimed portion of the dividend for the financial year 2023-24 is the subject of the disclosure set out under the head Investor Education and Protection Fund below.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, there is no amount which is required to be transferred to the Investor Education and Protection Fund as per the provisions of Section 125(2) of the Companies Act, 2013.

In accordance with Section 124 of the Companies Act, 2013 and the applicable rules made thereunder, dividends remaining unclaimed for a period of seven consecutive years, along with the corresponding equity shares, are required to be transferred to the IEPF.

The due dates for such transfers to the IEPF are provided below:

S. No.	Financial year	Date of Declaration of Dividend	Due Date for Transfer to IEPF
1	2023-2024	25th September, 2024	24th October, 2031

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of Chapter V of the Companies Act, 2013 or the Companies (Acceptance of Deposits) Rules, 2014 apply. As such no particulars required under Rule 8(5)(v) and Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014 are given.

As on 31st March, 2026, the Company has an outstanding unsecured loan of Rs. 299.85 Lacs from the Directors, which is not treated as a deposit in terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company having received the requisite declarations from the Directors concerned.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

9. SHARE CAPITAL:

During the year under review, there was no change in the Equity Share Capital of the Company.

As on March 31, 2026, the Authorized Equity Share Capital of the Company was 22,40,00,000 (Rupees Twenty-Two Crore Forty Lakhs), divided into 2,24,00,000 (Two Crore Twenty-Four Lakhs) equity shares of 10 (Rupees Ten) each.

The Issued, Subscribed and Paid-up Equity Share Capital was 17,14,88,000 (Rupees Seventeen Crore Fourteen Lakhs Eighty-Eight Thousand), comprising 1,71,48,800 (One Crore Seventy-One Lakhs Forty-Eight Thousand Eight Hundred) equity shares of 10 (Rupees Ten) each.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2026.

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, it is reported that no company became, or ceased to be, a subsidiary, joint venture or associate company of the Company during the financial year ended 31st March, 2026.

Accordingly, the requirement to furnish information in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not applicable.

11. REVISION MADE IN FINANCIAL STATEMENTS/ BOARDS REPORT:

The Company has not revised the Financial Statements or Boards Report in respect of any of the three preceding financial years.

12. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31st March, 2026 in the prescribed Form MGT-7 has been placed on the website of the Company and may be accessed at www.zenithdrugs.com .

13. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its Committees provides leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

Composition of the Board as on 31st March, 2026:

S. No.	Name	Category	Designation
1	Mr. Sandeep Bhardwaj	Executive Director	Managing Director
2	Mr. Bhupesh Soni	Executive Director	Director
3	Mr. Ajay Singh Dassundi	Executive Director	Director
4	Mr. Anil Malik	Non-Executive Director	Director
5	Mr. Deendayal Kumawat	Independent Director	Independent Director
6	Mrs. Ranjana Sureshkumar Sehgal	Independent Director	Independent Director

The composition of the Board complies with the requirements of the Companies Act, 2013 (the Act). Further, in pursuance of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is exempted from the requirement of having the composition of the Board as prescribed under Regulation 17 of the Listing Regulations.

None of the Directors of the Company is serving as a Whole-Time Director in any other listed company and the number of their directorships is within the limits laid down under Section 165 of the Companies Act, 2013.

Changes in the Directors and Key Managerial Personnel during the year under review:

Mr. Neeraj Pandey resigned as the Chief Financial Officer of the Company with effect from October 15, 2025 and Mr. Rajesh Agrawal was appointed as Chief Financial Officer with effect from November 15, 2025.

There was no other change in the composition of the Board of Directors or in the Key Managerial Personnel of the Company during the financial year ended 31st March, 2026.

Changes after the close of the financial year:

Mr. Ajay Singh Dassundi (DIN: 00835856) was re-designated from Executive Director to Non-Executive Director with effect from 27th August, 2026. He accordingly held office as an Executive Director throughout the financial year ended 31st March, 2026 and up to 26th August, 2026.

Appointment / Retirement by rotation and subsequent re-appointment:

Mr. Sandeep Bhardwaj (DIN: 00539347), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible has offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing Annual General Meeting. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing Annual General Meeting of the Company.

The relevant details, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretariat Standards, of the person seeking re-appointment as Director are also provided in the Explanatory Statement annexed to the Notice convening the 26th Annual General Meeting.

Key Managerial Personnel (KMP):

S. No.	Name of the KMP	Designation
1	Mr. Sandeep Bhardwaj	Managing Director
2	Mr. Rajesh Agrawal	Chief Financial Officer (w.e.f. 15th November, 2025)
3	Ms. Sakshi Bhaswar	Company Secretary & Compliance Officer

Independent Directors:

S. No.	Name of the Director	Date of Appointment	Date of Resignation
1	Mrs. Ranjana Sureshkumar Sehgal (DIN: 01979256)	16/09/2023	-
2	Mr. Deendayal Kumawat (DIN: 10332223)	25/09/2023	-

Board Meetings:

During the year under review, the Board of Directors of the Company duly met 5 (Five) times and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The dates of the Board Meetings held during the year under review and the attendance of Directors thereat are as given below:

S. No.	Date of Meeting	Number of Directors Eligible to attend	Number of Directors attended	% of Attendance
1.	29/05/2025	6	5	83.33%
2.	04/09/2025	6	4	66.67%
3.	14/11/2025	6	6	100%
4.	20/12/2025	6	6	100%
5.	11/03/2026	6	5	83.33%

The gap between two consecutive meetings was not more than one hundred and twenty days, as provided in Section 173 of the Act.

The attendance of each Director at the Board Meetings held during the year under review is as given below:

S. No.	Name	Number of Meetings Held	Number Attended	% of Attendance
1	Mr. Sandeep Bhardwaj	5	4	80%
2	Mr. Bhupesh Soni	5	5	100%
3	Mr. Ajay Singh Dassundi	5	4	80%
4	Mr. Anil Malik	5	4	80%
5	Mr. Deendayal Kumawat	5	5	100%
6	Mrs. Ranjana Sureshkumar Sehgal	5	4	80%

COMMITTEE DETAILS:

The Board of Directors, in line with the requirements of the Act, has constituted various Committees, details of which are given hereunder:

AUDIT COMMITTEE

As on 31st March, 2026, the composition of the Audit Committee was as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Deendayal Kumawat	Chairman	Independent Director
Mrs. Ranjana Sureshkumar Sehgal	Member	Independent Director
Mr. Sandeep Bhardwaj	Member	Managing Director

During the financial year ended March 31, 2026, the Audit Committee met 4 (Four) times. The maximum time gap between any two meetings was not more than one hundred and twenty days. The dates of the Committee Meetings and the attendance of Members thereof are given as under:

S. No.	Date of Committee Meeting	Number of Members Eligible to attend	Number of Members attended	% of Attendance
1.	29/05/2025	3	2	66.67%
2.	04/09/2025	3	2	66.67%
3.	14/11/2025	3	3	100%
4.	11/03/2026	3	3	100%
S. No.	Name	Number of Committee Meetings Held	Number Attended	% of Attendance
1	Mr. Sandeep Bhardwaj	4	3	75%
2	Mr. Deendayal Kumawat	4	4	100%
3	Mrs. Ranjana Sureshkumar Sehgal	4	3	75%

A majority of the Members of the Committee are Independent Directors and possess accounting and financial management knowledge. All the recommendations made by the Audit Committee during the year under review were accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2026, the composition of the Nomination and Remuneration Committee was as follows:

Name of the Director	Designation	Nature of Directorship
Mrs. Ranjana Sureshkumar Sehgal	Chairman	Independent Director
Mr. Deendayal Kumawat	Member	Independent Director
Mr. Anil Malik	Member	Non-Executive Director

During the financial year ended March 31, 2026, the Nomination and Remuneration Committee met 2 (Two) times. The dates of the Committee Meetings and the attendance of Members thereat are given as under:

S. No.	Date of Committee Meeting	Number of Members Eligible to attend	Number of Members attended	% of Attendance
1.	04/09/2025	3	2	66.67%
2.	14/11/2025	3	3	100%
S. No.	Name	Number of Committee Meetings Held	Number Attended	% of Attendance
1	Mr. Anil Malik	2	2	100%
2	Mr. Deendayal Kumawat	2	2	100%
3	Mrs. Ranjana Sureshkumar Sehgal	2	1	50%

Nomination and Remuneration Policy

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has adopted a Nomination and Remuneration Policy in terms of Section 178(3) of the Companies Act, 2013. In accordance with the second proviso to Section 134(3) of the Act, the salient features of the Policy are set out below and the Policy in full is placed on the website of the Company.

Salient features of the Policy:

Criteria for determining qualifications, positive attributes and independence of a director: the Committee assesses the candidates qualifications, expertise and experience relevant to the pharmaceutical industry and to the Companys operations, personal and professional integrity, ethical standards, ability to devote sufficient time, absence of conflict of interest and, in the case of an Independent Director, satisfaction of the criteria of independence prescribed under Section 149(6) of the Act and enrolment in the data bank maintained by the Indian Institute of Corporate Affairs.

Policy relating to the remuneration of directors, key managerial personnel and other employees: remuneration is designed to attract, retain and motivate personnel of the quality required, and to maintain a reasonable balance between fixed and, where applicable, performance-linked pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals. Remuneration to the Managing Director and the whole-time directors is determined within the limits laid down under Sections 197 and 198 read with Schedule V to the Act and, where required, with the approval of the members.

Non-Executive and Independent Directors are entitled to sitting fees for attendance at meetings of the Board and its Committees within the limits prescribed under Section 197(5) of the Act and the rules made thereunder, and to reimbursement of expenses incurred in attending such meetings.

Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from 1st April of each year.

The Nomination and Remuneration Policy may be accessed at www.zenithdrugs.com .

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March, 2026, the composition of the Stakeholders Relationship Committee was as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Deendayal Kumawat	Chairman	Independent Director
Mrs. Ranjana Sureshkumar Sehgal	Member	Independent Director
Mr. Bhupesh Soni	Member	Executive Director

During the financial year ended March 31, 2026, the Stakeholders Relationship Committee met 1 (One) time. The date of the Committee Meeting and the attendance of Members thereat are given as under:

S. No.	Date of Committee Meeting	Number of Members Eligible to attend	Number of Members attended	% of Attendance
1.	14/11/2025	3	3	100%
S. No.	Name	Number of Committee Meetings Held	Number Attended	% of Attendance
1	Mr. Bhupesh Soni	1	1	100%
2	Mr. Deendayal Kumawat	1	1	100%
3	Mrs. Ranjana Sureshkumar Sehgal	1	1	100%

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March, 2026, the composition of the Corporate Social Responsibility Committee was as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Deendayal Kumawat	Chairman	Independent Director
Mr. Anil Malik	Member	Non-Executive Director
Mr. Sandeep Bhardwaj	Member	Managing Director
Mrs. Ranjana Sureshkumar Sehgal	Member	Independent Director

During the financial year ended March 31, 2026, the Corporate Social Responsibility Committee met 2 (Two) times. The constitution of the Committee is in compliance with the provisions of the Act. The dates of the Committee Meetings and the attendance of Members thereat are given as under:

S. No.	Date of Committee Meeting	Number of Members Eligible to attend	Number of Members attended	% of Attendance
1.	04/09/2025	4	2	50%
2.	11/03/2026	4	4	100%
S. No.	Name	Number of Committee Meetings Held	Number Attended	% of Attendance
1	Mr. Sandeep Bhardwaj	2	2	100%
2	Mr. Deendayal Kumawat	2	2	100%
3	Mrs. Ranjana Sureshkumar Sehgal	2	1	50%
4	Mr. Anil Malik	2	1	50%

14. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) and Section 178(2) of the Companies Act, 2013 read with Schedule IV thereto, and the Guidance Note on Board Evaluation issued by SEBI, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. A formal annual evaluation of the performance of the Board, its Committees and individual Directors was carried out for the financial year ended 31st March, 2026. The evaluation was conducted through a structured questionnaire prepared separately for the Board, its Committees and individual Directors, and was carried out as follows: - the Board carried out an annual evaluation of its own performance, of the performance of its Committees, and of the performance of individual Directors, including Independent Directors, in each case without the presence of the Director being evaluated; - the Nomination and Remuneration Committee carried out the evaluation of the performance of every Director; and - the Independent Directors, at their separate meeting held on 11th March, 2026, evaluated the performance of the Non-Independent Directors and of the Board as a whole, and of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

The performance of the Board was evaluated on criteria such as Board composition and structure, frequency and conduct of meetings, discharge of the functions and duties of the Board, quality of deliberation and the adequacy of information flow. The performance of the Committees was evaluated on criteria such as the composition of the Committee, the frequency and conduct of its meetings, its independence from the Board and the effectiveness of its recommendations in contributing to decisions of the Board. The performance of individual Directors was evaluated on criteria such as the appropriateness of qualification, knowledge, skill and experience, time devoted to Board deliberations and participation in Board functioning, attendance at and participation in meetings, contribution to the diversity of knowledge on the Board, and initiative to maintain a high level of integrity and ethics. In the case of Independent Directors, the evaluation additionally considered independence from the Company and from the other Directors, absence of conflict of interest, and the exercise of independent judgment and free expression of opinion.

The Directors expressed their satisfaction with the evaluation process and with the outcome of the evaluation. The Independent Directors recorded their satisfaction with the performance of the Non-Independent Directors and of the Board as a whole, and with the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and the rules made thereunder. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors of the Company have confirmed their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

No Independent Director was appointed during the financial year under review and accordingly the statement contemplated by Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 regarding the opinion of the Board on the integrity, expertise and experience (including the proficiency) of an Independent Director appointed during the year is not applicable.

16. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarisation programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company and significant developments, so as to enable them to take well-informed decisions in a timely manner. The familiarisation programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

17. MEETINGS OF THE INDEPENDENT DIRECTORS:

The Independent Directors of the Company met separately on 11th March, 2026 without the presence of Non-Independent Directors and members of Management, in accordance with the provisions of Section 149 and Schedule IV of the Companies Act, 2013. The following matters were, inter alia, reviewed and discussed at the meeting:

? evaluated the performance of the Non-Independent Directors and of the Board of Directors as a whole;

? evaluated the performance of the Chairman of the Company, taking into consideration the views of the Executive and Non-Executive Directors; and

? assessed the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting and were satisfied with the performance of the Non-Independent Directors and of the Board as a whole and with the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 (the Act), your Directors confirm that:

? in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

? the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

? the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? the Directors had prepared the annual accounts on a going concern basis;

? the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

? the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. AUDIT AND AUDITORS:

i. Statutory Auditors and their report

The Members of the Company, at the 25th Annual General Meeting of the Company held on September 29, 2025, approved the appointment of M/s. VDS & Co., Chartered Accountants, Indore (Firm Registration No. 004029C), as Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2030. The Company has received a certificate from the Auditors confirming their eligibility and willingness for their appointment and affirming that the appointment is in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

The Auditors Report on the financial statements for the financial year ended March 31, 2026 is unmodified and does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comment of the Board is called for under Section 134(3)(f)(i) of the Act. The observations contained in the Annexure to the Auditors Report issued under the Companies (Auditors Report) Order, 2020 are self-explanatory and do not call for any further comments.

ii. Secretarial Auditors and their report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to annex to its Boards Report a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in Practice.

The Board of Directors had appointed M/s. Agrawal & Maheshwari, Practising Company Secretaries, Indore, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026. Their report in Form MR-3 forms part of this Annual Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE SECRETARIAL AUDITOR:

S. No.	Secretarial Auditor\u2019s Remark	Board\u2019s Reply
1.	The charges registered in favour of HDFC Bank and Union Bank of India remain to be satisfied as per the records available with the Registrar of Companies. The Company is in the process of taking the necessary steps for filing the requisite forms with the Registrar of Companies for recording the satisfaction of the said charges	The Board of Directors takes note of the observation regarding the charges registered in favour of HDFC Bank and Union Bank of India. The Company is taking necessary steps to complete the requisite formalities and shall ensure that the necessary compliance is completed at the earliest.

The Board of Directors, at its meeting held on 05th September, 2026, has appointed M/s. Agrawal & Maheshwari, Practising Company Secretaries, as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial year ending 31st March, 2027.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 24A, which deals with the appointment of the Secretarial Auditor and the Annual Secretarial Compliance Report, does not apply to a listed entity which has listed its specified securities on the SME Exchange. Accordingly, no approval of the Members is required under the Listing Regulations in respect of the appointment of the Secretarial Auditor. This statement is made in respect of the Listing Regulations only; under Section 204(1) of the Companies Act, 2013 the Secretarial Auditor is appointed by the Board of Directors.

iii. Internal Auditors

The Board of Directors, at its meeting held on May 29, 2025, re-appointed M/s. V D Kothari and Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26.

Further, the Board of Directors, at its meeting held on May 29, 2026, appointed M/s. Katariya Rahul & Associates as the Internal Auditor of the Company for the financial year 2026-27.

iv. Cost Auditor

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain cost records in respect of certain of its products and, accordingly, such accounts and records are made and have been maintained by the Company. M/s Nikhil Jain & Associates, Cost Accountants, were appointed as cost auditors for conducting the audit of the cost records of the Company for the financial year 2025-26.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Deepika Pradhan & Associates, Cost Accountants (Firm Registration No. 103293), as the cost auditors of the Company to audit the cost records for the financial year ending on March 31, 2027 as per Section 148 of the Act. M/s Deepika Pradhan & Associates, Cost Accountants, have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and have also certified that they are free from any disqualifications specified under Section 141(3) and the proviso to Section 148(3) read with Section 141(4) of the Act.

As per the provisions of the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking the members ratification for the remuneration payable to M/s Deepika Pradhan & Associates, cost auditors, forms part of the Notice convening the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2025-26 will be filed with the Central Government within the stipulated timeline.

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, the Secretarial Auditors, the Cost Auditors and the Internal Auditors have not reported to the Audit Committee, under Section 143(12) of the Act, any instance of fraud committed against the Company by its officers or employees.

21. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure A forming part of this Report.

The information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, being a statement showing the names of the top ten employees in terms of remuneration drawn, has been prepared and is available for inspection.

Pursuant to the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours, and any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished without any fee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee. Relevant details of the Committee are provided under Section 13 of this Report.

The Company has adopted a CSR Policy in line with the applicable provisions of the Act and the Rules, covering objectives, focus areas, implementation, monitoring, budgeting and reporting. The Policy is available on the Companys website at www.zenithdrugs.com . As per the provisions of Section 135 of the Act and the Rules made thereunder, the Company was required to spend Rs. 19,46,667/- for the financial year 2025-26. The Company spent an amount of Rs. 19,50,000/- towards CSR activities during the financial year 2025-26, resulting in an excess of Rs. 3,333/- which is available for set off in succeeding financial years in accordance with Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR activities, containing the particulars prescribed under Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Boards Report as Annexure B.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(2)(E), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Management Discussion & Analysis Report, which forms part of this Annual Report.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this Annual Report. Further, your Company has not extended a corporate guarantee on behalf of any other company during the year under review.

25. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions entered into by the Company, were at arms length and in the ordinary course of business to further the business interests of the Company. Prior approval of Audit Committee is obtained for related party transactions.

No material transactions under Section 188 of the Companies Act, 2013 were entered into.

Hence, disclosure in Form AOC-2 under Section 134(3)(h) is not applicable.

Details of related party transactions are provided in the notes to the financial statements as per applicable accounting standards.

26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are as mentioned below:

i. Conservation of Energy:

Steps taken or impact on conservation of energy	The Company remains committed to energy conservation and continues to work towards reducing consumption across its manufacturing operations. The rooftop solar power generation facility at the manufacturing premises operated throughout the year under review, reducing the Company\u2019s reliance on conventional grid power and lowering energy costs. Electricity rebates aggregating Rs. 25.86 Lacs were received during the year under review.
Steps taken by the Company for utilising alternate sources of energy	The solar power generation facility commissioned at the manufacturing premises during the financial year 2024-25 continued to be utilised throughout the year under review. No further alternate source of energy was commissioned during the financial year ended 31st March, 2026.
Capital investment on energy conservation equipment	Nil. No capital expenditure was incurred on energy conservation equipment during the year under review. The solar power system, of gross block Rs. 66.04 Lacs, was capitalised in the financial year 2024-25.

ii. Technology Absorption:

Efforts made towards technology absorption	Nil
Benefits derived like product improvement, cost reduction, product development or import substitution	Nil
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

iii. Foreign Exchange Earnings and Outgo:

In compliance with Rule 8(3)(C) of the Companies (Accounts) Rules, 2014, the following details of foreign exchange earnings and outgo for the financial year are provided:

S. No.	Particulars	Amount (in Lacs)
(a)	Foreign exchange earnings	15.45
(b)	Foreign exchange outgo	Nil

27. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial control systems commensurate with the size and nature of its operations. These controls are designed to ensure the accuracy and reliability of financial reporting, compliance with applicable laws and regulations, safeguarding of assets, and the efficient conduct of business operations.

The internal control systems are regularly reviewed by the Internal Auditors and monitored by the Audit Committee. No material weaknesses were observed during the year and, based on evaluations by the management and the internal and statutory auditors, the Board is of the opinion that the internal financial controls were adequate and operating effectively during the financial year 2025-26.

28. RISK MANAGEMENT:

The Company has established a Risk Management framework to identify, assess and mitigate the various risks associated with its business operations. This framework enables proactive monitoring and control of potential threats across financial, operational, strategic and compliance areas.

Key business risks are regularly reviewed by the management and, where necessary, mitigation strategies are implemented. The Company ensures that risk management is integrated into key decision-making processes.

The Board of Directors periodically reviews the risk management practices and ensures that appropriate systems are in place to manage identified risks effectively. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

29. CORPORATE GOVERNANCE:

The disclosure requirements prescribed under Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company pursuant to Regulation 15(2) of the Listing Regulations, as the Company has listed its specified securities on the SME Exchange.

30. LISTING STATUS:

The Companys equity shares are listed on the SME Platform of the National Stock Exchange of India Limited (NSE EMERGE). The Company has paid the listing fees to the National Stock Exchange of India Limited for the financial year 2026-27.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. In accordance with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has complied with the provisions relating to the constitution of an Internal Complaints Committee under the said Act, and an Internal Complaints Committee has been duly constituted to receive and redress complaints of sexual harassment at the workplace.

During the year under review, the summary of sexual harassment complaints received and disposed of is as follows:

Particulars	Number
Number of complaints pending as at the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending for more than ninety days	Nil
Number of complaints pending as at the end of the financial year	Nil

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and has accordingly framed a Whistle Blower Policy in terms of Section 177(9) of the Companies Act, 2013. The policy enables employees to report to the management instances of unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct.

Further, the mechanism adopted by the Company encourages the whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower who avails of such mechanism, and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

None of the whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.

33. MATERNITY BENEFIT ACT, 1961:

During the year under review the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible employees have been extended the prescribed benefits in accordance with the law, and the Company continues to uphold its commitment to the health and well-being of its women employees during and after maternity.

34. OTHER DISCLOSURES:

? The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme for its employees or Directors.

? The Company has not issued sweat equity shares or shares with differential rights as to dividend, voting or otherwise.

? The Company has complied with the Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

? There were no significant or material orders passed by any regulator, court or tribunal which could impact the going concern status of the Company or its future operations.

? Pursuant to Section 197(14) of the Companies Act, 2013, no Director of the Company received any remuneration or commission from any holding or subsidiary company during the financial year.

? There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

? The Company has not entered into any one-time settlement with any bank or financial institution during the year. Hence, disclosure pertaining to the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking the loan is not applicable.

35. ACKNOWLEDGEMENT:

The Directors wish to express their sincere gratitude for the continued cooperation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositaries, auditors, legal advisors, consultants, business associates, members and other stakeholders throughout the year. The Directors also wish to acknowledge and appreciate the dedication, hard work and confidence demonstrated by employees at all levels, which have been vital to the Company s progress and success.

For Zenith Drugs Limited
Sd/-	Sd/-
Sandeep Bhardwaj	Bhupesh Soni
Managing Director	Director
(DIN: 00539347)	(DIN: 00539355)
Date: 05/09/2026
Place: Depalpur