Zenith Drugs Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 25th Annual Report of Zenith Drugs Limited ("the Company"), accompanied by the Audited Financial Statements for the fiscal year ending March 31, 2025.

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 yearnded March 31, 2025 are summarised below:

	For the Year Ended	For the Year Ended
Particulars
	March 31, 2025	March 31, 2024
Revenue from operations	13332.00	13161.97
Other Income	260.57	212.22
Total Expenses [excluding interest & depreciation]	11974.15	11459.32
Profit before Interest, Depreciation & Tax	1618.42	1914.87
Less: Depreciation	296.63	130.23
Less: Finance Cost	371.08	299.71
Profit / (Loss) Before Tax	950.71	1484.93
Less: Extraordinary Items	24.64	155.70
Less: Tax Expenses
1. Current Tax	237.25	384.94
2. Deferred Tax	5.40	-23.77
3. Earlier Year Tax Expense	-32.64	14.37
Net Profit / (Loss) after Tax	716.06	953.69

2. STATE OF COMPANYS AFFAIRS:

During the year under review, your Company has achieved total income and net profit of Rs. 13592.57 Lacs and Rs. 716.06 Lacs respectively as against total revenue and net profit of Rs. 13374.19 Lacs and Rs. 953.69 Lacs respectively during the previous financial year ended 31st March, 2024.

3. TRANSFER TO RESERVES AND IPO PROCEEDS UTILIZATION:

During the year ended 31st March 2025, the Company has fully utilised the IPO proceeds from the fresh issue. The utilisation of IPO proceeds is summarised below:

Original Object	Modified	Original	Modified Allocation,	Funds Utilized	Balance	Amount of	Remarks if any
	Object, If	Allocation	if any			Deviation /
	Any					Variation for the
						quarter according
						to applicable
						object
Purchase of	NA	1060.99	NA	1060.99	0.00	NA	No deviation from
Machinery							object
&Equipment for
Setting up New
Unit
Existing	NA	210.59	NA	210.59	0.00	NA	No deviation from
Manufacturing							object
Block Up gradation
Working Capital	NA	1440.00	NA	1440.00	0.00	NA	No deviation from
Requirements							object
General corporate	NA	883.91	NA	883.91	0.00	NA	No deviation
purposes (GCP)							from object. The
							amount has been
							fully utilized for
							Working Capital
							Requirements, in
							Accordance
							with the Board
							Resolution passed
							on May 29, 2024.

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

4. DIVIDEND:

For the financial year 2023-24, the Board recommended and the company paid a final dividend of 0.5 per equity share with a face value of 10/- each, in compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

To support the companys future growth initiatives, the Board has decided not to declare any dividend for the financial year 2024-25.

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
	25th September,	24th October,
1 2023-2024
	2024	2031

6. DEPOSITS:

The company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Chapter V of the

Companies Act 2013 or Companies (Acceptance of Deposits) Rules 2014 apply. As such no particulars required under Rule 8 (5)(v) of the Companies

(Accounts) Rules 2014 are given.

As on 31st March 2025, the company has outstanding unsecured loan of Rs. 299.02 Lacs, from the Directors.

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 & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, the Company completed the construction of a new manufacturing facility at Khasra No. 72/3, 74/1/1, 75/1/1, Village

Muradpura, Depalpur, Indore, Madhya Pradesh – 453001, with commercial production commencing in December 2024.

The plant is equipped to manufacture various pharmaceutical products, including tablets and liquid oral formulations. This expansion is expected to enhance production capacity, improve operational efficiency, and positively impact the Companys financial performance in the coming years.

9. SHARE CAPITAL:

During the year under review, there was no change in the Equity Share Capital of the Company. As on March 31, 2025, 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:

MY Med Private Limited ceased to be a subsidiary of the Company with effect from 14th September 2024. As on 31st March 2025, the Company does not have any subsidiary, associate, or joint venture company.

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

Further, during the financial year, no director of the

Company received any remuneration or commission from any holding or subsidiary company, in accordance with the provisions of Section 197(14) of the Companies Act, 2013.

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:

The Annual Return in Form MGT-7 as required under

Section 92(3) of the Act shall be hosted on the website of the Company viz. www.zenithdrugs.com.

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

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

Composition of Board:

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

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act").

Further, in pursuance of Regulation 15(2) of SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("Listing Regulations"), the

Company is exempted from the requirement of having composition of Board as per Regulation 17 of

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 directorship is within the limits laid down under Section 165 of the Companies Act, 2013.

Changes in the Key Managerial Personnel:

- In the Board Meeting held on 31st August, 2024:

Mr. Sandeep Bhardwaj (DIN: 00539347) resigned as the Chief Financial Officer of the Company with effect from 31st August, 2024 and Mr. Neeraj

Pandey was appointed as Chief Financial Officer, with effect from 01st September, 2024.

Changes in the composition of CSR Committee:

- In the Board Meeting held on 29th January, 2025: Mrs. Ranjana Sureshkumar Sehgal (DIN:

01979256), Independent Director of the

Company, was appointed as a member of the CSR Committee with effect from 29th January, 2025.

Appointment / Retirement by rotation and subsequent re-appointment:

- Mr. Ajay Singh Dassundi (DIN: 00835856), Executive 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 thereof for modification(s) 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 AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

- The relevant details, as required under Regulation

36 (3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("SEBI Listing

Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Explanatory statements annexed to the Notice convening the 25th Annual General Meeting.

Key Managerial Personnel (KMP):

S. No. Name of the KMP	Designation
1 Mr. Neeraj Pandey	CFO
	Company Secretary &
2 Ms. Sakshi Bhawsar
	Compliance Officer

Independent Directors:

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

Board Meetings:

During the year under review, Board of Directors of the Company duly met 8 (Eight) 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 Meeting held during the year under review and the details of attendance of each Director at the Board Meetings are as given below:

S. No. Date of Meeting	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	% of Attendance
1. 17/04/2024	8	8	100%
2. 29/05/2024	8	8	100%
3. 08/08/2024	8	8	100%
4. 31/08/2024	8	8	100%
5. 30/09/2024	8	8	100%
6. 14/11/2024	8	8	100%
7. 29/01/2025	8	8	100%
8. 26/03/2025	8	8	100%

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

COMMITTEE DETAILS:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:

AUDIT COMMITTEE

As on 31st March 2025, the composition of the Audit Committee was as follows:

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

During the financial year ended March 31, 2025, audit committee met 5 (Five) times. The maximum time gap between any two meetings was not more than one hundred and twenty days. The details of attendance of members of the Committee are given as under:

S. No. Date of Meeting	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	% of Attendance
1. 17/04/2024	3	3	100%
2. 29/05/2024	3	3	100%
3. 31/08/2024	3	3	100%
4. 14/11/2024	3	3	100%
5. 29/01/2025	3	3	100%

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 are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2025, the composition of the Nomination and Remuneration Committee was as follows:

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

During the financial year ended March 31, 2025, nomination and remuneration committee met 2 (Two) times. The details of attendance of members of the Committee are given as under:

S. No. Date of Meeting	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	% of Attendance
1. 17/04/2024	3	3	100%
2. 31/08/2024	3	3	100%

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive

Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31st March 2025, the composition of the Stakeholder Relationship Committee was as follows:

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

During the financial year ended March 31, 2025, stakeholders relationship committee met 1 (One) time. The details of attendance of members of the Committee at the meetings are given as under:

S. No. Date of Meeting	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	% of Attendance
1. 29/01/2025	3	3	100%

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March 2025, the composition of Corporate Social Responsibility Committee was as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Deendayal
	Chairman	Independent Director
Kumawat
Mr. Anil Malik	Member	Non-Executive Director
Mr. Sandeep
	Member	Managing Director
Bhardwaj
Mrs. Ranjana
Sureshkumar
	Member	Independent Director
Sehgal (w.e.f.
29/01/2025)

During the financial year ended March 31, 2025, CSR committee met 1 (One) time. The constitution of the committee is in compliance of the provisions of the Act. The composition and details of attendance of members of the Committee are as under:

S. No. Date of Meeting	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	% of Attendance
1. 29/01/2025	3	3	100%

14.PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and 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.

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 regarding meeting 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 exist 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.

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

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

The familiarization 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, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program 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 26th March, 2025 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Companies

Act, 2013. The following matters were, inter alia, reviewed and discussed in the meeting:

• Evaluated the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluated the performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

Assessed the quality, quantity and timeliness of flow of

Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting and was satisfied with the performance of the Non-Independent Directors and the

Board as a whole and with the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, (‘the Act) your Directors confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b. 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 financial year and of the profit of the Company for that period; c. 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; d. the directors had prepared the annual accounts on a going concern basis; e. 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 f. 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 Auditors of the Company, M/s. VDS & Co., Chartered Accountants, Indore hold office until the ensuing Annual General Meeting. The said

Auditors have furnished the certificate of their eligibility for re-appointment.

In terms of the provisions of Section 139 of the Companies Act, 2013 and other applicable provisions, if any of the Companies Act, 2013, it is proposed to appoint M/s. VDS & Co., Chartered

Accountants, Indore (Firm Registration No. 004029C) the retiring auditor as statutory auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2030 (i.e. for a period of 5 years), at such remuneration as may be approved by the

Audit Committee and Board of Directors of the Company from time to time.

The comments on statement of accounts referred to in the report of the auditors are self-explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark. ii. Secretarial Auditors and their report: The Board of Directors had appointed M/s. Geetika Agrawal & Co., Practising Company Secretaries, Indore, as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2025 and their report in Form MR-3 are annexed to this Directors Report. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, inter-alia, requires every listed Company to annex to its Boards report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in Practice.

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

S. No. Auditors Remarks	Boards Reply
It was noted that the company failed to submit the Annual Report as required by Regulation 34 of SEBI (Listing Obligations	The company recognizes that the submission was delayed. However, to address this, the company has already paid
1. and Disclosure Requirements) Regulations, 2015, within the stipulated time. The NSE imposed a nominal penalty of 60,000 + 18% GST.	the fine of Rs. 60,000 + GST, demonstrating its commitment to compliance and prompt resolution of the issue.

The Board of Directors, at its meeting held on 04th September, 2025 has appointed M/s. Agrawal & Maheshwari, Practicing Company Secretaries Firm as the Secretarial Auditors of the Company, to undertake Secretarial Audit of the Company for the financial year ending 31st March, 2026.

Furthermore, pursuant to Regulation 15(2) of the SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015, Regulation 24A concerning Secretarial Auditor and Secretarial Compliance Report is not applicable to companies listed on the

SME Exchange. Consequently, the Company is not required to take approval of shareholders at the said

Annual General Meeting. iii. Internal Auditors

The internal audit for the period from April 1, 2024 to December 31, 2024 was conducted by M/s. Jain Arora and Associates, Chartered Accountants, Indore (Firm Registration No.

017967C). M/s. Jain Arora and Associates resigned from the position of Internal Auditor with effect from January 28, 2025.

Subsequently, the Board of Directors, at its meeting held on January 29, 2025, appointed

M/s. V D Kothari and Associates, Chartered Accountants (Firm Registration No. 028207C), as the Internal Auditor of the Company for the period from January 1, 2025 to March 31, 2025. Further, the Board of Directors, at its meeting held on May 29, 2025, re-appointed M/s. V D

Kothari and Associates as the Internal Auditor of the Company for the financial year 2025 26. iv. Cost Auditor:

As per the requirements of the 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 for few of its products and accordingly, such accounts are made and records have been maintained by the Company and M/s Nikhil Jain & Associates, Cost Accountants as a cost auditor for conducting the audit of cost records of the company for the financial year 2024-25.

The board of directors on the recommendation of the audit committee, appointed M/s Nikhil Jain & Associates, Cost Accountants (Registration No. 06363), as the cost auditors of the Company to audit the cost records for the financial year ended on March 31, 2026 as per Section 148 of the Act. M/s Nikhil Jain &

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 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 members ratification for the remuneration payable to M/s

Nikhil Jain & Associates, cost auditors forms part of the notice convening the AGM.

The Cost Audit report for the Financial

Year 2024-25 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 instances of fraud committed against the Company by its officers or employees.

21.PARTICULARS OF EMPLOYEES:

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 a separate Annexure forming part of this report.

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, is provided in a separate Annexure forming part of this report.

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 in this Board Report.

The Company has adopted a CSR Policy in line with applicable provisions of the Act and 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 16,22,667/- for the financial year

2024-25. The Company, however, spent an amount of 16,25,000/- towards CSR activities during the financial year 2024-25.

The brief outline of the CSR Policy of the Company, initiatives undertaken by the Company on CSR activities during the year under review and details regarding CSR Committee are annexed to this Directors Report.

23. MANAGEMENT DISCUSSION & 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 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 Financial Statements forming part of the 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.

The disclosure of particulars of contracts or arrangements with Related Parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 (‘the Act) including certain arms length transactions under the third proviso thereto and forming part of the Directors Report in the prescribed Form No. AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed to this Directors Report.

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

The particulars as required under the provisions of

Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy, technology absorption, etc. are as mentioned below: i. Conservation of Energy:

iii. Foreign Exchange Earnings and Outgo:

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

S. No. Particulars	(Amount in Lacs)
Foreign exchange
(a) earnings	34.39
Foreign exchange (b)	0.00
outgo

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 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, internal and statutory auditors, the

Board is of the opinion that the internal financial controls were adequate and operating effectively during the financial year 2024 25.

28.RISK MANAGEMENT:

The Company has established a robust Risk Management framework to identify, assess, and mitigate 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 as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015 (‘LODR) are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

30 LISTING STATUS:

The Companys equity shares are listed on SME Platform of National Stock Exchange of India Limited ("NSE EMERGE"). The Company has paid the listing fees to National Stock Exchange of India Limited for the financial year 2025-26.

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 & Redressal) Act, 2013 and Rules made thereunder. During the year under review, the following is the summary of Sexual Harassment complaints received and disposed of during the year under review. Number of complaints pending as on the beginning of the financial year Nil Number of complaints filed during the financial year – Nil

Number of complaints pending at the end of the financial year Nil

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization 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 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 BENEFITS 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:

1. The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/ Directors.

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

3. The Company has complied with 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.

4. There were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

5. Pursuant to Section 197(14) of the Act, the

Managing Director of the Company did not receive any remuneration or commission from its subsidiaries/ holding company.

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

7. The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking 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, depositories, auditors, legal advisors, consultants, businessassociates,members,andotherstakeholders 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 Companys progress and success.

For Zenith Drugs Limited

Sandeep Bhardwaj

Managing Director

(DIN: 00539347)

Date: 04/09/2025 Place: Depalpur

Bhupesh Soni

Director

(DIN: 00539355)