Zenlabs Ethica Ltd Directors Report

Dear Shareholders,

The Board of Directors is pleased to present the 33^rd Annual Report on the business and operations of your Company along with the audited statement of accounts and the Auditors Report for the financial year ended March 31, 2026. The highlights of the financial results for the year under review are given below:

1. FINANCIAL RESULTS:

The Companys financial and operational performance for the year ended March 31, 2026 is summarized below:

PARTICULARS	2025-26	2024-25
Total Income	4710.66	5147.05
Less: Total Expenditure	4684.16	5104.25
Profit before exceptional items and tax	2650	42.79
Less: Exceptional items	207.81	-
Profit Before Tax	(181.31)	42.79
Less: Provision for Tax	1225	1587
Profit after tax	(193.56)	26.92
Other Comprehensive Income	250	3.27
Total Comprehensive Income/expenses for the year	(191.07)	30.19
Balance of profit /loss for earlier years	391.50	361.30
Balance carried forward	200.43	391.50
Earning per equity share (nominal value of shares Rs. 10 each)
Basic	(2.97)	0.41
Diluted	J257)	0.41

2. THE STATE OF THE COMPANYS AFFAIRS:

Your company is one of the leading marketing companies, which is trading in wide range of branded drugs including GIT disorders, Anti-Diabetics, Anti- Hypertensive Drugs, Anti-Infective, Soaps & Anti-Bacterial Drugs, Nutraceuticals and more. Zenlabs Ethica Limited corporate sustainability is demonstrated through

(a) fair, transparent and ethical governance,

(b) engagement with marginalized and vulnerable communities,

(c) adherence to and respect for all human rights,

(d) reduction of impact of its operations on the environment and

(e) promotion of employee well-being and safety.

In last three years, your company has optimized its business models, reshaped its portfolio, and expanded its footprint to strengthen its competitive position in key geographies. During the financial year under review, the company has recorded a net loss of Rs 1,93,56,000 This downturn was primarily driven due to change in product mix and other applicable market factors. While these results are challenging, the Board remains highly confident in the intrinsic strength of the business model. To restore profitability, management has initiated a comprehensive turnaround plan focused on strict cost rationalization, optimizing supply chain efficiencies, and launching high-margin product variants. We are confident that these aggressive measures will stabilize cash flows and drive sustainable growth in the upcoming financial year.

3. TRANSFER TO RESERVES:

During the financial year 2025-26 the Company has transferred a loss of 193.56 (In Lakh) to the Reserves.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year ended March 31, 2026.

5. CHANGES IN SHARE CAPITAL, IF ANY:

During the year under review, there has been no change in the authorized, issued, subscribed and paid-up share capital share capital of the Company.

As on 31st March 2026, the authorized share capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten) each and paid-up share capital is Rs. 6,51,00,150 (Rupees Six Crore Fifty-One Lakhs One Hundred Fifty only) divided into 65,10,015 (Sixty-Five Lakhs Ten Thousand Fifteen only) equity shares of Rs. 10/- (Rupees Ten only) each.

During the financial year under review, the Company did not undertake any buy- back of its shares.

The detailed break-up of the share capital is furnished in Note-15 to the Notes to Accounts of the Audited Financial Statements of the Company.

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

There was no change in the nature of business of company. Your Directors are optimistic about companys business and hopeful of better performance with increased revenue in next year.

7. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2026 in Form MGT - 7 in accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 as amended from time to time and the Companies (Management and Administration) Rules, 2014, will be made available on the website of the Company at https:// www.zenlabsethica.com.

8. BOARD OF DIRECTORS OF THE COMPANY:

a) Composition of the Board of the Directors

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. The composition of the Board is in conformity with Section 149 of the Companies Act, 2013. The Board of Directors comprised of 5 (five) Directors as on March 31, 2026. The names of the directors along with other relevant details are given hereunder: -

Name of the Director	DIN	Designation
Mr. Sanjeev Singal	01154896	Managing Director
Mr. Sanjay Dhir	02452461	Whole-time Director
Mrs. Himjyoti	02398927	Non-Executive Director
Mr. Anurag Malhotra	07552713	Non-Executive Independent Director
Mr. Kuldeep Singh	08454422	Non-Executive Independent Director

b) Meeting and attendance

During the financial year ended on March 31, 2026, the Board met 5 (Five) times during the year under review. The details of such meetings are given below. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. The Attendance of the Directors at the Board Meetings are as under:

Board Meeting	Mr. Sanjay Dhir	Mr. Sanjeev Kumar	Mrs. Himjyoti	Mr. Kuldeep Singh	Mr. Anurag Malhotra
12th May, 2025	P	P	P	P	P
08th August, 2025	P	P	P	P	P
04th September, 2025	P	P	P	P	P
08th November 2025	P	P	P	P	P
07th February 2026	P	P	P	P	P

c) Directors retiring by rotation

Pursuant to section 149(13) of the Act and Articles of Association of the Company, all Directors except Independent Directors are liable to retire by rotation.

Pursuant to the provisions of Section 152(6) of the Act Mr. SANJAY DHIR (DIN:02452461) Whole-Time Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Such retirement and re- appointment of the Whole-Time director does not affect his appointment as a Whole-Time director of the Company and he shall continue to hold their office as a Whole-Time director from the date of original appointment.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC") the Board has recommended for the approval of the Members regarding the reappointment of Mr. Sanjay Dhir at the AGM. A brief profile of Mr. Sanajy Dhir and other requisite information as required under Regulation 36(3) of the SEBI Listing Regulations (LODR) forms part of the Notice of 33rd AGM.

d) Directors / Key Managerial Personnel appointed / resigned during the financial year under review:

During the period under review following changes took place in the composition of Board of directors and Key Managerial Personnel of the company:

NAME	DIN/PAN	DESIGNATION	DATE OF EVENT	NATURE OF CHANGE
Mr. Sanjay Dhir	02452461	Whole Time Director	01/04/2025	Re- appointment
Ms. Manju Bala	GBCPB1173G	Company Secretary and Compliance officer	04/12/2025	Cessation
Mr. Amit Kumar	KVXPK1599C	Company Secretary and Compliance officer	07/02/2026	Appointment
Mr. Amit Kumar	KVXPK1599C	Company Secretary and Compliance officer	02/03/2026	Cessation

Following changes took place after the closure of financial year and before the date of signing of Board report in the Key Managerial Personnel of company:

Name	DIN/PAN	Designation	Date of appointment/ change in designation /cessation	Nature of change
Mr. Nikunj Goel	DGNPG9419K	Company Secretary and Compliance officer	29/05/2026	Appointment
Mr. Adarsh Sharma	AMYPS7789J	Chief Financial Officer	26/06/2026	Cessation
Mr. Sanjay Dhir	02452461	Chief Financial Officer	21/07/2026	Appointment

e) Declaration of Independent Directors:

The Independent Directors of your Company have submitted requisite declarations that they continue to meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) and there is no change in the status of their Independence and have 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.

The Independent Directors of your Company are in compliance with the requirements under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended). Following are the Non-Executive Independent Directors as on financial year ended March 31,

2026:- 1. Kuldeep Singh 2. Anurag Malhotra

In pursuance of Secretarial Standard -1 and Schedule IV of the Companies Act, 2013 the Independent Directors of the Company has conducted a meeting dated February 06, 2026 without presence of non-independent director where they reviewed the performance of all non-independent director of the Company and the board as a whole, reviewed the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

f) Annual Evaluation of the Board

Pursuant to Section 134(p) and Section 178(2) of the Companies Act, 2013 and applicable provisions of SEBI (LODR) Regulations 2015, the Board, in consultation with its Nomination & 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 performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

A separate meeting of Independent Directors was held without the presence of any Non-Independent Directors to discuss, inter-alia, the performances of Non-Independent Directors, the Board as a whole and the Chairman, taking into consideration the views of Executive Directors and Non- Executive Directors. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

9. COMMITTEES OF THE BOARD:

a) Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. The Committee comprises of members who possess financial and accounting expertise/exposure. The Company Secretary acts as the Secretary to the Audit Committee.

During the year under review, Meetings of the Audit Committee were held as follows:

MEETING	DATE
1ST	12.05.2025
2ND	08.08.2025
3RD	08.11.2025
4TH	07.02.2026

Composition of the Committee and details of attendance of each Member at the Audit Committee Meetings are as follows:

Name	Designation	Number of Meetings during the financial year 2025-26
		Entitled to Attend	Attended
1 Mr. Kuldeep Singh (Chairman & Independent Director)	Independent Director Non- Executive	4	4
2 Mr. Anurag Malhotra (Member & Independent Director)	Independent Director Non-Executive	4	4
3 Mr. Sanjay Dhir (Member & Whole Time Director)	Executive Director	4	4

b) Nomination and Remuneration Committee

The composition, powers, role and terms of reference of the Nomination and Remuneration Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time.

During the year under review, Meetings of the Committee were held as follows:

MEETING	DATE
1ST	12.05.2025
2ND	04.09.2025
3 rd	07.02.2026

Composition of NRC and details of attendance of the Members at Meetings of the Committee are as follows:

Name	Number of meetings during the financial year 2025-26
	Entitled to Attend	Attended
1 Mrs. Himjyoti Chairman & Member)	3	3
2 Mr. Anurag Malhotra ( Member & Independent Director)	3	3
3 Mr. Kuldeep Singh ( Member & Independent Director)	3	3

The function of the Nomination and Remuneration Committee ("NRC") is to oversee the Companys nomination process for the Board and senior management and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non- Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Nomination and Remuneration Policy.

c) Stakeholder Relationship Committee

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013.

During the year under review, Meetings of the Committee were held as follows:

MEETING	DATE
1ST	08.08.2025

The Composition of SRC and details of attendance of the Members at Meetings of the Committee are as follows:

Sr. Name No.	Number of meetings during the financial year 2025-26
	Entitled to Attend	Attended
1 Mrs. Himjyoti (Chairman & Member)	1	1
2 Mr. Anurag Malhotra (Independent Director &Member)	1	1
3 Mr. Kuldeep Singh(Independent Director & Member)	1	1

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys Policy on Directors appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed at https://www.zenlabsethica.com/policies/.

11. STATUTORY AUDITORS:

Pursuant to Section 139 of the Companies Act, 2013, and rules made thereunder, M/s. N Kumar Chhabra & Co., Chartered Accountants, (Firm Registration No.000837N), were appointed as Statutory Auditors of the Company in the 28th Annual General Meeting held on September 30, 2021 to hold the office from the conclusion of the said Annual General Meeting until the conclusion of the 33th Annual General Meeting to be held in year 2026.

Statutory Auditor of the company have audited the accounts of your Company for the FY 2025-26 and their report is annexed together with the explanatory notes therein, which are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board of Directors, based on the recommendation of the Audit Committee, has proposed the re-appointment of M/s N. Kumar Chhabra & Co., Chartered Accountants, (Firm Registration No. 000837N), as the Statutory Auditors of the Company for a further period of five years, to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the 38th Annual General Meeting of the Company.

N Kumar Chhabra & Co., have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act.

12. FRAUDS REPORTED BY AUDITORS:

Pursuant to sub-section (3)(ca) of section 134 of the Companies Act, 2013, it is further declared that no frauds have been reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

13. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, M/S. Anu & Associates,Chartered Accountants

was appointed as an Internal Auditor of the Company for the Financial Year 2024-25. The Board has approved the Re-appointment of M/S. Anu & Associates, Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2025-26.

The Internal Auditors have reviewed the design and operating effectiveness of various process covering the surveillance, operational, statutory compliances, business development, administrative, human resource, financial & accounting aspects of your Company.

The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit and have expressed satisfaction with the internal systems, controls and process followed by your Company.

14. SECRETARIAL AUDITOR & REPORT:

Pursuant to Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Jaspreet Dhawan & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for year ended March 31, 2026.

The Report of the Secretarial Audit submitted by Jaspreet Dhawan & Associates is annexed herewith as Annexure - A. Further, the reply/ clarifications to the observations issued by the secretarial auditors is annexed as addendum with the report.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(5) of Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

b. That the Directors have 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.

c. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual accounts on a going concern basis.

e. That 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.

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. RESEARCH AND DEVELOPMENT:

As your Company is a trading company and not directly involved in any manufacturing activity, your Company is not directly involved in any Research and Development activities.

17. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Companys operations do not involve high consumption of energy. The company has taken adequate measures regarding conservation of energy.

The details of the Foreign Exchange earnings and outgo are given as the part to the Notes to Account of the financial statement.

18. DEPOSITS:

Your Company had not invited any deposits from the public, and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31, 2026.

19. PARTICULARS OF EMPLOYEES:

The ratio of remuneration of each Director to the median employees remuneration and other details in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure B.

20. BUY BACK OF SHARES:

During the year under review, your Company has not announced any scheme for buy back of shares from its shareholders.

21. CORPORATE GOVERNANCE:

The Company falls within the exemption criteria prescribed under Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as its paid-up capital was below ^10 Crores and its net worth was below ^25 Crores as on the last day of the previous financial year.

As on 31st March, 2026, Companys Paid-up Capital is of Rs. 6,51,00,150/- (Rupees Six Crore Fifty-One Lakhs and One Hundred Fifty only) and Net worth Rs. 8,51,44,219/- (Eight Crore Fifty One Lakh Forty Four Thousand Two Hundred and Nineteen Only).

Hence, compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

22. HUMAN RESOURCE

The company has consistently endeavored to attract the best talent, provide an inspiring and engaging wok environment and retain achievers and high performers, while instilling a strong sense of loyalty towards the organization. Continuous efforts are made to enhance employees involvement in decision- making and to nurture them for future leadership roles.

As on march 31, 2026 the companys employee strength stood at 66.

23. VIGIL MECHANISM POLICY:

The Board, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 has framed a policy on "VIGIL MECHANISM".

Your Company believes in highest possible standards of ethical practices, moral and legal conduct of business operations and to maintain these standards, the Company encourages its Directors and employees to come forward and freely communicate their concerns about illegal or unethical practices/ behavior, actual or suspected, fraud or violation the appropriate authority so that timely and speedy investigations can be undertaken and corrective action could be taken if warranted.

This mechanism has been framed with a view to enable stakeholders, including Directors, individual employees of the Company to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behaviors, actual or suspected fraud.

The framework provides for (a) adequate safeguards against victimization of persons who use this Mechanism; and provides (b) direct access to the Chairperson of the Audit Committee or the Board of Directors of the Company.

Details of the Vigil Mechanism Policy are available on the Companys website at www.zenlabsethica.com.

During the year under review, the status of the concerns or complaints reported stands as follows: -

• No. of concerns or complaints outstanding as at April 1, 2025	Nil
• No. of concerns or complaints received during the year	Nil
• No. of concerns or complaints resolved during the year	Nil
• No. of concerns or complaints outstanding as at March 31, 2026	Nil

24. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:

The Company does not have any subsidiary, joint venture, or associate company within the meaning of the provisions of the Companies Act, 2013.

Further, as on March 31, 2026, M/s Preet Remedies Limited held 17,30,455 equity shares in M/s Zenlabs Ethica Limited. Accordingly, pursuant to the provisions of the Companies Act, 2013, the Company is an associate company of M/s Preet Remedies Limited.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

None of the transactions with related parties entered by the Company during financial year under review, fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence does not form part of this report.

The approval of the Audit Committee was sought for all transactions with related Parties. Certain transactions which were repetitive in nature were approved through omnibus route.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT, 2013:

Your Company has, during the year under review, not given any loans, guarantees or provided security and has not made any investments in any body-corporate as specified under Section 186 of the Companies Act, 2013.

27. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

On 08^th August, 2026 the Company entered into a Business Agreement with V NEXXTRA LIFESCIENCES PRIVATE LIMITED for appointing it as its sole and exclusive distributor for the entire territory, for the sale, marketing, promotion and distribution of the entire portfolio of products of Zenlabs Ethica Limited and its subsidiaries.

28. RISK MANAGEMENT POLICY:

The Company has adopted a Policy on Risk Management to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Companys business.

In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In addition to above, the Audit Committee has additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2026, which would impact the going concern status and future operations of your Company.

30. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO THE FINANCIAL STATEMENTS:

There are adequate systems of internal financial controls in the Company pursuant to provisions of Section 134(q) read with Rule 8(5) of Companies (Accounts) Rules, 2014. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of safeguarding of its assets, prevention and detection of frauds, and accuracy of the accounting records and timely preparation of financial disclosures.

The Company had appointed M/s Anu & Associates, Chartered Accountants, as Internal Auditors for the financial year 2025-26.

The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

31. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility do not apply to the Company for the period under review.

32. MAINTENANCE OF COST RECORDS & COST AUDIT:

Neither maintenance of cost records nor audit of cost records as required under Section 148 of the Act read with relevant rules made thereunder is applicable to the Company.

33. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has adopted a comprehensive internal policy to prevent and redress incidents of sexual harassment at the workplace.

This policy is applicable to all employees, irrespective of gender, designation, or employment status, and includes provisions for:

• Constitution of an Internal Complaints Committee (ICC) at each office/unit with ten or more employees, as mandated under Section 4 of the Act.

• A clearly defined grievance redressal mechanism, enabling aggrieved women to file complaints directly with the ICC.

• Provision for escalation to the Board of Directors or designated senior management, where appropriate.

Regular awareness and sensitization programs to foster a safe and inclusive work environment.

The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received	Nil
b) No. of Complaints disposed	Nil
c) No. of cases pending for a period exceeding 90 days	Nil

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report in terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 is annexed to this Board Report as Annexure C.

35. STATEMENT REGARDING COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS2) issued by the Institute of Company Secretaries of India (ICSI).

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by/against Zenlabs Ethica Limited under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended).

Further, no application / proceeding by/against Zenlabs Ethica Limited under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2026.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS

During the period under review there was no instance of one-time settlement

and of valuation with any Bank or Financial Institution.

38. STATEMENT OF COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961 and rules made thereunder.

We further confirm that no woman employee is engaged in tasks that may be harmful during pregnancy, and the company is committed to upholding the rights and welfare of its women employees in accordance with the applicable laws.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year, the Company had no funds lying unpaid or unclaimed which were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

40. SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):

Your Company makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The status of investor complaints as on March 31, 2026, is summarized below:

No of Complaints Received	No of Complaints Resolved	No of Complaints Pending
0	0	0

41. PROHIBITION OF INSIDER TRADING:

The Company has adopted Code of Conduct to regulate, Monitor and Report Trading by Designated Persons & Code of Practices and Procedures for fair disclosure of UPSI, in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said regulations.

The same is hosted on the website of the Company viz. https://www.zenlabsethica.com/ .

42. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalization.

44. ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record its sincere appreciation for the continued support, guidance, and cooperation received from the regulatory bodies, and other statutory agencies. The Board also acknowledges with gratitude the support and trust extended by the Companys stakeholders— shareholders, customers, dealers, suppliers, vendors, bankers, business associates, and partners, whose confidence has been integral to the Companys performance and growth during the financial year under review. The Directors further express their deep appreciation for the dedication, commitment, and hard work of all employees across the organization. Their efforts have been crucial in navigating challenges and driving the Companys progress. The Board remains confident of the continued goodwill, support, and partnership of all stakeholders in the years to come.

	For and on behalf of ZENLABS ETHICA LIMITED
	Sd/-	Sd/-
	SANJEEV KUMAR	SANJAY DHIR
Date: 02nd September, 2026	Managing Director	Whole-Time Director
Place: Chandigarh	DIN:01154896	DIN: 02452461