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 31,2025 (“FY25”/ “Financial Year”) and up to the date of the Board meeting held on July 28, 2025 to approve this report.

Financial Highlights

The Companys financial performance for the financial year ended March 31,2025:

(Rs. in Lakhs)

S.No.	Particulars	2024-25	2023-24
(i)	Revenue from operations	3,897.57	3,676.15
(ii)	Other Operating Income	407.14	407.16
(iii)	Other income	154.86	100.41
(iv)	Total Revenue (i+ii+iii)	4,459.57	4,183.72
(v)	Depreciation	696.01	708.52
(vi)	Finance cost	0	0
(vii)	Other expenses	2,886.69	2,361.06
(viii)	Total Expenses (v+vi+vii)	3,582.70	3,069.58
(ix)	Profit/(Loss) before exceptional items and tax (iv-viii)	876.87	1,114.14
(x)	Exceptional item	192.32	0
(xi)	Profit/(Loss) before tax (ix+x)	1069.19	1114.14
(xii)	Tax expense	507.90	284.27
(xiii)	Profit/(Loss) after tax (xi-xii)	561.29	829.87
(xiv)	Other Comprehensive Income	-1.68	-2.72
(xv)	Total Comprehensive Income for the period (xiii+xiv)	559.61	827.15
(xvi)	Loss brought forward from previous year	-18,003.22	-18,830.36
(xvii)	Profit/(Loss) carried forward to Balance Sheet (xv+xvi)	-17,443.61	-18,003.22

Performance review and the state of Companys affairs

During the year under review, the Company recorded revenue of Rs. 3,897.57 Lakhs (Previous year Rs. 3,676.15 Lakhs) from its operations, 6% increase over the corresponding previous year, due to marginal increase in volumes for sterile formulations which supported in maintaining the estimated revenues. The Company reported profit after tax of Rs. 561.29 Lakhs as against previous year reported profit after tax of Rs. 829.87 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 the Company during the financial year ended March 31,2025.

Material changes and commitments

There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this report.

Dividend

The Board of Directors of your Company have not recommended any dividend on Equity Shares for the year under review, in order to conserve the resources for future growth of the Company.

Transfer to Reserves

During the year under review, there was no amount proposed to be transferred to the Reserves.

Loans, Guarantees & Investments

During the 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

The Company did not accept any public deposits during the year under review, as outlined in Chapter V of the Act and the corresponding Rules.

Changes in Capital Structure

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

Credit Rating

No Credit Rating was obtained during the financial year 2024-25.

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 respectively based on the Registration Cancellation Certificate dated 8th June, 2022 and Long Form Standing Certificate dated 15th 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 is pending.

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

Directors and Key Managerial Personnel Change in Directorate:

During the year under review, Smt. Kavita Rakesh Shah (DIN: 02566732) had completed her second and final tenure as Independent Director and consequently ceased to be a Director of the Company w.e.f. the close of business hours on March 31,2025. The Board places on record its appreciation for the invaluable contribution made during her tenure.

The Board, at its meeting held on January 28, 2025, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following appointment/ re-appointment to the Board:

(a) the appointment of Mr. Premal Hemant Gandhi (DIN: 09668275) as an Additional Director - Independent Director of the Company for a term of 5 (five) consecutive years with effect from January 28, 2025; and

(b) the re-appointment of Smt. Jagruti Prashant Sheth (DIN: 07129549) as an Independent Director of the Company for a further term of 5 (five) years with effect from February 01, 2025.

The above-mentioned appointment/ re-appointment were duly approved by the Members of the Company vide Postal Ballot on March 14, 2025.

Retirement by rotation:

Mr. Rakeshchandra Jagdishprasad Sinha (DIN: 07340998), Director, is liable to retire by rotation at the ensuing 36th Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his appointment.

The necessary disclosures required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, for the above-mentioned re-appointment is provided in the Notice of 36th Annual General Meeting of the Company.

Key Managerial Personnel:

During the year under review, Mr. Devendra Chandrakant Shenvi Kenkre, had resigned as Chief Executive Officer w.e.f. July 24, 2024. The Board, on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Sachin Laxmanappa Gavandare as Chief Executive Officer of the Company w.e.f. October 23, 2024.

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, Dr. Sachin Laxmanappa Gavandare, Chief Executive Officer, Mr. Poly K.V., Chief Financial Officer and Mr. Abdul Gafoor Mohammad, Company Secretary & Compliance Officer continued as the Key Managerial Personnel of the Company.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and they remain independent of management.

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 familiarise 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/2025/08/ Zenotech-Familiarization-Programme-FY-2024-25.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 ICSI.

The PEP 2024-25 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/2025/08/Remuneration-Policv.pdf.

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 email to abdul.gafoor@zenotech.co.in.

Succession Plan

Your Company has an effective succession planning mechanism focusing on the orderly succession of Directors, Key Managerial Personnel and Senior Management. The NRC implements this mechanism in conjunction with the Board.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report which includes the state of affairs of the Company.

Corporate Governance Report

The Corporate Governance Report and the certificate from the Companys auditors, as stipulated in Schedule V of the Listing Regulations, are provided in a separate section which forms part of this Annual Report.

Board Meetings

The Board of Directors of the Company met 5 (five) times during the year under review. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms a part of this Report.

Committees of the Board

As on March 31, 2025, the Board has 4 (four) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms part of this 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 accepted risk-based framework. The internal financial controls with respect to the financial statements are adequate and operating effectively. Effectiveness of internal financial controls is ensured through management reviews, control selfassessment and independent testing by the Internal Audit Team.

The Audit Committee reviewed the internal financial controls that ensure that the 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 2024-25.

Vigil Mechanism/Whistle Blower Policy

The Company is committed to conducting its business by adopting the highest standards of professional integrity and ethical behaviour. The organisation 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 behaviour, 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/2025/08/Vigil-Mechanism.pdf.

Auditors

Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s. PKF Sridhar & Santhanam LLP (Firm registration number - 003990S/S 200018), Chartered Accountants, Hyderabad were re-appointed as the Statutory Auditors of the Company for a further period of 5 (five) years at the 31st Annual General Meeting (AGM) held on September 26, 2020, to hold office till the conclusion of 36th AGM of the Company. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

As the term of M/s. PKF Sridhar & Santhanam LLP as the Statutory Auditors of the Company expires at the conclusion of 36th AGM, the Board of Directors of the Company at their meeting held on July 28, 2025, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. G S K A & Co, Chartered Accountants (Firm Registration No. 147093W) as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 36th AGM till the conclusion of the 41st AGM. Accordingly, an Ordinary Resolution, proposing appointment of M/s. G S K A & Co., as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 36th AGM of the Company. The Company has received the written consent and a certificate that M/s. G S K A & Co., satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

M/s. G S K A & Co. is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. It was established in the year 2018. It has its registered office at 4th Floor, Red Building, Above Shinhan Bank, Boat Club Road, Pune - 411 001. It is primarily engaged in providing audit and assurance services to its clients. Your Board recommends the appointment of M/s. G S K A & Co., as Statutory Auditors of the Company, for a term of five consecutive years. Your Board recommends the appointment of M/s. G S K A & Co., as the Statutory Auditors of the Company for a term of five consecutive years.

Secretarial Auditor

The Board had appointed Mr. Mahadev Tirunagari, Company Secretary in Practice, Hyderabad, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2025. The Secretarial Audit Report in the Form MR-3 for the year is provided as Annexure-2 to this Report. 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 2025 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.

In order to comply with the recent amendments of Listing Regulations Board of Directors of the Company has proposed, to appoint Mr. Mahadev Tirunagari, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for a period of 5 (five) consecutive years, commencing from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditor from time to time.

Mr. Mahadev Tirunagari have consented to the said appointment and confirmed that his appointment, if made, would be within the limits specified by the Institute of Company Secretaries of India. He has further confirmed that he is not disqualified to be appointed as Secretarial Auditors in term of provisions of the Companies Act, 2013, the Companies Secretaries Act, 1980 and Rules and Regulations made thereunder and the SEBI Listing Regulations read with SEBI Circular dated December 31, 2024.

Disclosure regarding appointment as required under Listing Regulations is provided in the Notice of the 36th AGM of the Company and forms part of this Annual Report. Your Board recommends the appointment of Mr. Mahadev Tirunagari, Practicing Company Secretary, as the Secretarial Auditor of the Company, for a term of five consecutive years.

Cost Auditor

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and accordingly the Cost Audit is not applicable.

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/2025/08/Zenotech-Policv-on-Related-Partv- T ransactions-2022.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 exceeding ten percent of the annual consolidated turnover as per the last audited financial statements 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/2025/08/Zenotech-CSR-Policy-2022. 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 office during the year under review.

During the year ended March 31,2025, no complaint pertaining to sexual harassment was received by the Company. 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.

Prohibition of Insider Trading

The Company has established a Code of Conduct for Prohibition of Insider Training (“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/2025/08/Zenotech- Code-of-Fair-Disclosure-01-Apr-2019.pdf.

Regulatory Orders

Currently, there are no substantial or impactful orders issued by regulatory bodies, courts, or tribunals that could affect the Companys capacity to continue as a going concern. According to the Listing Regulations, the Company is committed to transparently disclosing any significant events, important information, or regulatory directives it receives, ensuring that stakeholders are kept informed on a regular basis.

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 complied with the applicable Secretarial Standards as amended from time to time.

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 respectively based on the Registration Cancellation Certificate dated 8th June, 2022 and Long Form Standing Certificate dated 15th 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 is 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.

Significant and material orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status of the Company.

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. There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is 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, 2025, 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, 2025 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance 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.

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
Dr. Azadar Husain Asghar Mehdi Khan	Jignesh Anantray Goradia
Chairman of the Board Meeting	Director
(DIN: 01219312)	(DIN: 07229899)
Place: New Delhi	Mumbai
Date: July 28, 2025	July 28, 2025