Zenotech Laboratories Ltd Directors Report

Your directors take pleasure to present the Boards Report in line with the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This report presents the Audited financial results for the financial year ended on March 31, 2026 ("FY26"/ "Financial Year") and up to the date of the Board meeting held on July 28, 2026 to approve this report.

Financial Highlights

The Companys financial performance for the financial year ended March 31, 2026:

( in Lakhs)

S.No. Particulars	2025-26	2024-25
(i) Revenue from operations	3,956.20	3,897.57
(ii) Other Operating Income	405.16	407.14
(iii) Other income	230.90	154.86
(iv) Total Revenue (i+ii+iii)	4,592.26	4,459.57
(v) Depreciation	711.34	696.01
(vi) Finance cost	0	0
(vii) Other expenses	3,442.51	2,886.69
(viii) Total Expenses (v+vi+vii)	4,153.85	3,582.70
(ix) Profit/(Loss) before exceptional items and tax (iv-viii)	438.41	876.87
(x) Exceptional item	-19.51	192.32
(xi) Profit/(Loss) before tax (ix+x)	418.90	1069.19
(xii) Tax expense	526.11	507.90
(xiii) Profit/(Loss) after tax (xi-xii)	-107.21	561.29
(xiv) Other Comprehensive Income	4.67	-1.68
(xv) Total Comprehensive Income for the period (xiii+xiv)	-102.54	559.61
(xvi) Loss brought forward from previous year	-17,443.61	-18,003.22
(xvii) Profit/(Loss) carried forwardto (xv+xvi) Balance Sheet	-17,546.15	-17,443.61

Performance review and the state of Companys affairs

During the year under review, the Company recorded revenue of 3,956.20 Lakhs (Previous year 3,897.57 Lakhs) from its operations, 1.5% increase over the corresponding previous year, due to 15% increase in volumes mainly in OSD & Ophthalmic sectors which supported in maintaining the estimated revenues. The Company reported loss after tax of (107.21) Lakhs after adjusting prior period tax expenses 48.93 Lakhs against previous year reported profit after tax of

561.29 Lakhs. Based on the projected business plans for the current and forthcoming years, the Company believes that it can maintain its positive performance by utilizing its resources to its maximum. Your Company is constantly striving to optimize its operational capacities, restricting costs to remain competitive which would help to improve the operational efficiency.

The Company is engaged in the business of Pharmaceuticals, and there has been no change in the nature of the business of theCompanyduringthefinancial . year ended March 31, 2026

Material changes and commitments, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Dividend

In view of the losses incurred during the year, your directors have not recommendedanydividendforthefinancialyear under review

Transfer to Reserves

During the financial year under review, the Company has not transferred any amount to the Reserves.

Loans, Guarantees & Investments

During the financial year under review, your Company has not granted any loans or made any investments or provided any guarantees or securities to the parties covered under Section 185 and 186 of the Companies Act, 2013.

Public Deposits

During the financial year under review, the Company has neither accepted nor renewed any deposit within the meaning of

Section 73 and 76 of the Companies Act, read with Companies (Acceptance of Deposits) Rules, 2014.

Changes in Capital Structure

During the financial year under review, there was no change in the Capital Structure of the Company. The Share Capital of the Company stood at 61,03,05,680/- (6,10,30,568 Equity Shares of 10/- each).

Credit Rating

No Credit Rating was obtained during the financial year 2025-26.

Subsidiaries/ Joint Ventures/ Associates

The Company does not have any joint venture or associate company. The Companys overseas subsidiaries viz., Zenotech Farmaceutica Do Brasil Ltda (Zenotech-Brazil) and Zenotech Inc. (Zenotech-USA) were defunct and reported as cancelled/ revoked respectivelybasedontheRegistrationCancellationCertificatedated 8 ^th June, 2022 and Long Form Standing

Certificate ^th June, 2022 respectively, received from the concerned authorities. Accordingly, the Company is of the view that it does not have subsidiaries, joint ventures and associates within the definition of Ind AS 110 and hence no longer CFS is applicable. The Company received winding up order for Zenotech Laboratories Nigeria Limited during FY:

2019-20. However, related filings with RBI were pending.

For more information on subsidiaries, please refer to section "Consolidated financial statements" in this Report.

Directors

As on March 31, 2026, the Board comprised of six (6) directors, including three (3) non-executive non-independent directors and three (3) independent directors, including one-woman independent director. i. Appointment

During the financial year under review, based on the recommendation of the Nomination and Remuneration

Committee, the Board of Directors at its meeting held on January 23, 2026 approved the appointment of Mr. Nikkhil Venilal Kothhari (DIN: 11501373) as an Additional Director (Independent Director category) of the Company with effect from January 23, 2026, pursuant to the provisions

Companies Act, 2013.

The Board further recommended his appointment as an Independent Director of the Company for a first term of five consecutive years from January 23, 2026 to January 22, 2031. The appointment was approved by the shareholders of the Company by way of a Special Resolution passed through postal ballot on March 11, 2026, pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ii. Re-appointment

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mr. Jignesh Anantray Goradia (DIN: 07229899), Director of the Company, retires by rotation at the ensuing 37^th Annual General Meeting ("AGM") and, being eligible, offers himself for re-appointment.

The Board of Directors has recommended his re-appointment for the approval of the shareholders at the ensuing AGM. In compliance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 and the applicable provisions of the Companies Act, 2013, the brief profile and other requisite details of the

Director seeking re-appointment is provided in the Notice convening the ensuing Annual General Meeting.

iii. Retirement:

During the financial year under review, Mr. Chintan Jitendra Shah (DIN: 07325664) retired as an Independent Director of the Company, upon completion of his second tenure as Independent Director and consequently ceased to be a Director of the Company w.e.f. January 26, 2026. The Board places on record its appreciation for the valuable guidance and contribution made by Mr. Chintan Jitendra Shah during his tenure with the Company.

Key Managerial Personnel:

Pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel (KMP) of the Company as on March 31, 2026:

S.No. Name of the KMP	Designation
1. Dr. Sachin Laxmanappa Gavandare	Chief Executive Officer
2. Mr. Poly K.V.	Chief Financial Officer
3. Mr. Abdul Gafoor Mohammad	Company Secretary&ComplianceOfficer

Apart from the above, there have been no changes in the KMPs during the year under review.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the Independent Directors and integrity and are independent of the management. They have also possesstherequisite confirmed compliance with applicable codes and regulations.

Familiarization Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The policy and programme details are available on the website of the Company at https://zenotechlab.com/wp-content/uploads/2026/05/ Familiarization-Policy-Programme-FY-2025-26.pdf.

Board Performance Evaluation

Board performance evaluation is carried out under a comprehensive Performance Evaluation Programme ("PEP") every year. PEP is a part of the roles and responsibilities of the Nomination and Remuneration Committee ("NRC"). Every year NRC reviews the performance evaluation criteria for the Board as a whole, the Board committees and individual board members, taking into consideration the SEBI guidelines and the guidance note issued by the Institute of Company Secretaries of India (ICSI).

The PEP 2025-26 was conducted through Questionnaire Approach wherein a questionnaire for performance evaluation of the Board as a whole, Board committees and individual Board members was circulated seeking input from each Board member on the effectiveness of the Board processes.

The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations.

The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.

Remuneration Policy and Criteria for Appointment of Directors

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Schedule II Part D of Listing Regulations, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director.

The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management. The purpose of the Remuneration

Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration payable to Directors, KMP & other senior Management, strike appropriate balance and commensurate, among others, with the functioning of the Company and its long-term objectives.

c) To retain, motivate and promote talent within the Company and to ensure long term sustainability of the managerial persons and create competitive advantage.

The Remuneration Policy is available on the website of the Company at https://zenotechlab.com/wp-content/ uploads/2026/05/Remuneration-Policy.pdf

The Company affirms that all appointments and re-appointments of directors during the year were made in accordance with the said Policy.

Particulars of Employees

Information as per Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-1 to this Report. Further, the information pertaining to Rule 5(2) and 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the Registered Office of the Company during business hours and the Annual Report is being sent to the members excluding this information. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered Office address or by emailabdul.gafoor@zenotech.co.in.to

Succession Plan

Your Company has an effective succession planning mechanism focusing on the orderly succession of Directors,

Key Managerial Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in conjunction with the Board.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as per the Listing Regulations is presented in a separate section, which forms part of this Annual Report.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2026.

Corporate Governance Report

from the Companys auditors, as stipulated in Schedule V of the TheCorporateGovernanceReportand thecertificate

Listing Regulations, are provided in a separate section which forms part of this Annual Report.

Board Meetings

During the year under review, 5 (five) Board Meetings were convened and held. The details thereof are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Committees of the Board

As on March 31, 2026, the Board has 4 (four) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The details of the composition, number of meetings held and attendance at the meetings of the above Committees are provided in the Corporate Governance Report forming part of this Annual Report.

Board Policies

The various policies that the Board has approved and adopted in accordance with the requirements set forth by the Act and the SEBI Listing Regulations can be accessed at our website at https://zenotechlab.com/policies/.

Internal Financial Controls and their adequacy

The Company has in place an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The current system of internal financial controls is aligned with the statutory requirements and is in line with the globally respect to the financial statements are adequate acceptedrisk-basedframework.Theinternalfinancial and operating effectively. Effectiveness of internal financial controls is ensured through management reviews, control self-assessment and independent testing by the Internal Audit Team.

The Audit Committeereviewed financialcontrols that ensure that the internal Companys accounts were properly maintained and that the transactions were recorded in the books of accounts in accordance with the applicable accounting standards, laws and statutes. The Statutory and Internal auditors have confirmed that there was no internal control weakness during FY 2025-26.

Vigil Mechanism/Whistle Blower Policy

The Company is committed to conducting its business by adopting the highest standards of professional integrity and ethical behavior. The organization has a detailed Code of Conduct (‘Code) that directs the Employees to uphold the Company values and urges them to conduct business with integrity and the highest ethical standards. Management intends to prevent the occurrence of any practice not in compliance with this Code or enable reporting any concerns about suspected misconduct, through the Whistle Blower Policy. This mechanism aims to provide a secure environment to Employees for responsible reporting to the management any instances of unethical behavior, actual or suspected fraud, any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports or violation of the Companys Code by Employees.

The Policy is available on the website, www.zenotechlab.com and may be accessed through the web link at https:// zenotechlab.com/wp-content/uploads/2026/05/Vigil-Mechanism.pdf

Auditors

i. Statutory Auditors

Disclosing the details of the Statutory Auditors in the Boards Report helps ensure transparency and gives shareholders and other stakeholders confidence in the Companys financial health and adherence to Regulations.

M/s. G S K A & Co, Chartered Accountants, (Firms Registration. No. 147093W), were appointed as the Statutory

Auditors of the Company for a term of 5 (five)consecutive years, commencing from the conclusion of the 36^th Annual General Meeting (AGM) until the conclusion of the 41^st AGM of the Company, at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors, in addition to reimbursement of out-of-pocket expenses and applicable taxes.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Auditors Report for the financial year 2025-26 has been issued with an unmodifiedopinion.

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government. ii. Internal Auditors

During the year, M/s. V.R.P.S & Co., Chartered Accountants (Firm Registration No.006340S), the Internal Auditors of the Company have conducted internal audit and submitted their reports to the Audit Committee of the Company. iii. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Mr. Mahadev Tirunagari, Practicing Company Secretary and Insolvency Professional (CP No. 7350), was appointed as the Secretarial Auditor of the Company for a term of five (5) consecutive financialyearscommencingfrom FY26 to ^th Annual General Meeting held on September 26, 2025. year ended March 31, 2026, in Form MR-3, is annexed to this Report TheSecretarialAuditReportforthefinancial as Annexure-2.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for FY26 issued by the Secretarial Auditor has been submitted to the Stock Exchange on May 27, 2026, within the due date.

The Secretarial Audit Report for the year does not contain any qualification, reservation or adverse remark, except emphasis of the following matters:

"1. As informed by the management /reported in the Annual Report for the financial year ended 31 March 2026 we report the following: a) It is noticed that there are ongoing litigations between the erstwhile promoters and the present promoters of the Company. The present management of the Company took over the possession of the Companys premises effective from 11 November 2011, pursuant to an Order passed by Company Law Board.

Consequent to the takeover, it was found that, among others, various statutory books and records of the Company were missing. In order to recover the related missing records, the Company has initiated appropriate actions against Dr. Jayaram Chigurupati, the erstwhile Managing Director. The matter is currently sub-judice. However, Dr. Jayaram Chigurupati has passed away on 31 January 2019 and all the criminal cases against him were subsequently closed.

Further, the Company is in process of closure of all Civil Cases against Late Dr. Jayaram Chigurupati and his legal heirs, if any.

b) Due to the missing and non-availability of the books of account and other related records and documents of the overseas subsidiaries, the Company is unable to prepare consolidated financial statements and attach the required statements and particulars in terms of the provisions of Section 129 of the Companies Act, 2013 and relevant provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and also corresponding compliances under FEMA were not complied in relation to ODI etc., in subsidiaries.

c) The Company has complied with all the conditions of corporate governance code as envisaged under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except for:

1. Disclosures and compliance concerning subsidiaries of the Company due to the missing and non-availability of the books of account and other related records and documents of the subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."

In the opinion of the Board of Directors, the above matters related to legacy issues and are sub-judice.

iv. Cost Auditor

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, which have been duly prepared and maintained. For the financial year under review, a cost audit is not mandated for the Company as it does not meet the specified turnover thresholds for an audit.

Related Party Transactions

The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can be accessed through the web link: https://zenotechlab.com/wp-content/uploads/2026/05/Policy-on-Related-Party-Transactions.pdf. All contracts/arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arms length basis.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are given in Form AOC-2 provided as Annexure-3 to this Report.

Corporate Social Responsibility ("CSR")

In compliance with the requirements of Section 135 and other applicable provisions, if any, of the Companies Act, 2013 and read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a CSR Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report. The CSR Policy of the Company is available on the website of the Company and can be assessed through the web link at https://zenotechlab.com/wp-content/uploads/2026/05/CSR-Policy.pdf. The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in Annexure-4 to this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure-5 to this Report.

Human Resources & Industrial Relations

Our Company has always aspired to build a culture that demonstrates standards in safety, environment and sustainability. People are our most valuable asset and we are committed to provide all our employees, a safe and healthy work environment. Our culture exemplifies our core values and nurtures innovation, creativity and diversity. We ensure alignment of business goals and individual goals to enable our employees to grow on personal as well as professional front. It is through the passion and continued dedication of our people that our Company continues to succeed and we have always unequivocally and firmly believed in rewarding our people for their consistent efforts through our best-in-class and globally benchmarked people practices and reward programs.

Your Board would like to take this opportunity to express their gratitude and appreciation for the passion, dedication and commitment of the employees and look forward to their continued contribution.

Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the factory premises during the year under review.

Particulars of the Complaints are as follows:

Number of sexual harassment complaints received during the year under review	Nil
Number of complaints disposed-off during the year under review	Nil
Number of cases pending for more than 90 days	Nil
Number of complaints pending at the end of the year under review	Nil

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure under the Maternity BenefitAct, 1961

Your Board affirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. The Company has in place appropriate systems to provide maternity benefits and related entitlements to eligible women employees, in accordance with the statutory requirements. The Company continues to endeavor to provide a supportive and inclusive work environment for women employees.

Prohibition of Insider Trading

The Company has established a Code of Conduct for Prohibition of Insider Trading ("Code") to govern, monitor, and report trading in the Companys shares by designated persons and their immediate relatives, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code outlines the procedures that designated persons must follow when trading or dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code can be accessed at the Companys website at https://zenotechlab.com/wp-content/uploads/2026/08/Zenotech-Code-of-Conduct-Designated-Persons1.pdf.

Regulatory Orders

There are currently no material orders from regulatory authorities, courts, or tribunals that could impact the Companys ability to operate as a going concern. The Company remains committed to transparent and timely disclosures in accordance with Listing Regulations, should any significant regulatory developments arise.

Annual Return:

The draft Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act) in form MGT-7 is made available on the website of the Company and can be accessed at https://zenotechlab.com/annual-return/.

Secretarial Standards

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Consolidated financial statements

Books of accounts and other related records/documents of the overseas subsidiaries of the Company were missing and due to non-availability of those records/information, the Company is unable to prepare consolidated accounts and attach the required statements and particulars in terms of the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The facts of the case had already been reported in earlier years. Overseas subsidiaries were apparently created; investments and loans were made during the period from 2006-07 to 2010-11 under the erstwhile management headed by Late Dr. Jayaram Chigurupati. Therefore, it was the responsibility of that management to handover those details to the Company during the transition. However, no details on those subsidiaries were made available to your Company. Despite several attempts by the Company to recover them, details concerning those subsidiaries including the documents and certificates related to the foreign exchange transactions which included loans and investments made to those foreign subsidiaries, could not be obtained. These subsidiaries viz., Zenotech Farmaceutica Do Brasil Ltda (Zenotech-Brazil) and Zenotech Inc. (Zenotech-USA) were defunct and reported as cancelled/revoked respectivelybasedontheRegistrationCancellationCertificatedated dated 15 8^th June, 2022 and Long Form Standing Certificate ^th June, 2022 respectively, received from the concerned authorities. Accordingly, the Company is of the view that it does not have subsidiaries within the definition of Ind AS 110 and hence Consolidated Financial Statements are no longer applicable. The Company received winding up order for

Zenotech Laboratories Nigeria Limited during FY: 2019-20. However, related filings with RBI are pending.

The Company had filed a complaint before the Honble Economic Offences Court, Nampally, Hyderabad, under the provisions of Section 630 of erstwhile Companies Act, 1956 against the former Managing Director, Late Dr. Jayaram

Chigurupati, who was in complete control over the Company affairs during the period of these events. However, due to demise of Dr. Jayaram Chigurupati on January 31, 2019 the case before Economic Offence Court was abated.

Risk Management

The Company has adequate internal controls in place at various functional levels and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business. There is no risk, which in the opinion of the Board which may threaten the existence of the Company. Pursuant to Section 134 (3) (n) of the

Companies Act, 2013 it is stated that at present the Company has not identified any element of risk which may threaten the existence of the Company.

Environment, Health & Safety

Occupational Health and Safety ("OHS") and the wellbeing of our workforce is integral to Zenotech. We are committed to maintaining a safe and healthy work environment through strict safety standards and proactive risk management. Our comprehensive Environment, Health and Safety ("EHS") policy ensures regulatory compliance, continuous improvement and extends its coverage to all employees and the communities we operate in reinforcing our commitment to holistic stakeholder wellbeing.

We are committed to providing a safe and healthy workplace for all our workforce. This commitment is clearly mentioned in our EHS policy. We encourage our workforce to report any unsafe acts or conditions on site to ensure we always have safe workplace. We actively encourage our workforce to share their views and participate in safety-related decision making. Employees are represented on various committees, including the Safety Committee, Canteen Committee and Transport Committee, among others. We have established a well-equipped Occupational Health Centre, supported by a full-time doctor, to ensure timely medical attention and emergency care for our workforce. We organise annual medical check-ups for all our workforce at manufacturing units to check their health conditions and suggest corrective measures if any.

Other Disclosures

1. During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and /or Board under Section 143(12) of the Act.

2. Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2026, there were no proceedings, either filed by the Company or against the Company, pending under the

Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court. There was no instance of one-time settlement with any bank or financial institution.

3. The Company has not issued any equity shares with differential rights regarding dividends, voting or other rights.

Directors Responsibility Statement

Pursuant to the requirements under Section 134 (5) read with Section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures; (b) 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 as at March 31, 2026 and of the loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficientcare for the with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and Officers Insurance (‘D & O)

Pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Company has in place a Directors and Officers (D&O) Liability Insurance Policy for the benefit of its Directors, including

Independent Directors, covering such risks and for such quantum as determined by the Board of Directors.

Cyber Security

There were no cyber security incidents w.r.t breach or loss of data or documents during the year under review

Acknowledgements

Your Board wish to thank all stakeholders, employees, Companys bankers and business associates for their continued support and valuable co-operation.

Your Board also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

	For and on behalf of the Board of Directors
Sd/-	Sd/-
Dr. Azadar Husain Khan	Jignesh Anantray Goradia
Chairman of the Board Meeting	Director
(DIN: 01219312)	(DIN: 07229899)
Place: New Delhi	Place: Mumbai
Date: July 28, 2026	Date: July 28, 2026