Zota Health Care Ltd Directors Report

nRe-appointments of Mr. Himanshu Muktilal Zota and Mr. Kamlesh Rajanikant Zota have been made after the completion of financial year 2023-24; by the Board of Directors in their meeting held on September 04, 2024, which is subject to the members approval, for the further period of five years commencing from the expiry of their present term that is with effect from April 01,2025 till March 31,2030.

$Re-appointments of Mr. Dhiren Prafulbhai Shah and Mrs. Jayshreeben Nileshkumar Mehta have been made after the completion of financial year 2023-24; by the Board of Directors in their meeting held on September 04, 2024, which is subject to the members approval, for the further period of five consecutive years commencing from the expiry of their present term that is with effect from September 21,2024 till September 20, 2029.

During the year, Mr. Manukant Chandulal Zota has resigned from the post of Whole-time Director w.e.f. closure of business hours of March 31,2024.

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the Company are liable to retire by rotation, and if eligible, they can offer themselves for the reappointment. In this Annual General Meeting Mr. Ketankumar Chandulal Zota, Non- Executive Chairman of the Company is liable to retire by rotation and being eligible to offer himself for re-appointment.

As per Section 2(51) and 203 of the Companies Act, 2013; the Key Managerial Personnel (KMP) of the Company are as follows:

During the year, Board of Directors of the Company in its meeting held on March 30, 2024 have appointed Mr. Viren Manukant Zota as an additional director to be designated as the Whole-time Director of the Company, further members of the Company through Postal ballot have regularise his appointment on June 27, 2024. Board of Directors of the Company in its meeting held on September 04, 2024 have re- appointed Mr. Himanshu Muktilal Zota and Mr. Kamlesh Rajanikant Zota as Whole- Time Directors of the Company for a further period of five consecutive years from expiry of their present term, these re- appointments are subject to approval of the members at the ensuing Annual General Meeting of the Company. Further, Mr. Manukant Chandulal Zota has resigned from the post of Whole-time Director and KMP of the Company w.e.f. closure of business hours of March 31,2024. Apart from these during the year there was no change in the Key Managerial Personnel of the Company.

MEETING OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company have met Thirteen (13) times during the year. Details of the same are stated as below:

DEPOSITS

During the year, the Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013.

RELATED PARTY TRANSACTION

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties. All related party transactions were entered into only with prior approval of the Audit Committee and then approval of the Board of Directors and shareholders are being accorded wherever applicable. A statement of all related party transactions is presented before the Audit Committee on half yearly basis, specifying the nature, value and terms and conditions of the transaction. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature and the same are also reviewed/monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188 of the Companies Act, 2013 read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; entered by the Company during the financial year, were in ordinary course of business and at arms length basis.

Details of the related party transactions made during the year are attached as Annexure - 1 in form AOC-2 for your kind perusal and information.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at https://www. zotahealthcare.com/wp-content/uploads/2022/02/ Policv-on-Related-Partv-Transactions.pdf.

LOANS, GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act, 2013; loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 are furnished in the financial statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY "Finding ourselves in the service of society"

In alignment with the purpose stated above our Company has from the very beginning of applicability of Corporate Social Responsibility, made and continuous to make and endeavour to cover maximum programs/ initiatives for discharging the social responsibility. Over the years, under various Corporate Social Responsibility initiatives; the Company has mainly covered three main pillars of balanced social growth of the people that are Health, Education and Environment.

The Company during the year under review your Company continued to focus on the Animal Welfare objectives. on the basis of receipt of recommendations from the Corporate Social Responsibility (CSR) Committee, the Board has framed the Corporate

Social Responsibility Policy and adopted the same. The detailed CSR policy of the Company is available on the link:

http://www.zotahealthcare.com/wp-content/uploads/2019/08/Corporate Social Responsibility Policy.pdf

The Company has carried out varied CSR activities during the financial year 2023-24, the details of the same are as per Annexure s- 2.

The Composition of the Committee is as follows:

Corporate Social Responsibility Committee of the Board has met two (2) times during the last year. Details of the CSR committee meetings are stated as below:

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their duly signed declarations affirming that they have met the criterias of independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. All the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs. Apart from Mrs. Varshabahen Gaurang Mehta and Mr. Dhaval Chandubhai Patwa, Independent Director of the Company, who has got exemption from clearing the proficiency self-assessment test; the online proficiency selfassessment test as conducted by the said institute has been cleared by all the remaining Independent Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Committee members including the Chairman of the Committee are Independent Directors. Composition of the Committee is as follows:

During the year, the members of Committee met four (4) times. Details of the Meetings are stated as below:

Terms of Reference of the Committee

> To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

> To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

> The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals:

> evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director.

> whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

> devising a policy on diversity of board of directors.

> Regularly review the Human Resource function of the Company.

> Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

> Make reports to the Board as appropriate.

> Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

> Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

> Any other terms of reference as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under other applicable rules and regulations, if any.

> The Committee also administers the Companys Employee Stock Option Schemes formulated from time to time including "Zota- Employee Stock Option Plan- 2022" and takes appropriate decisions in terms of the concerned Scheme(s).

During the year under review, there were no instances when the recommendations of the Nomination and Remuneration Committee were not accepted by the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

• Remuneration to Executive Directors:

The Board of Directors in its duly held meeting, after considering the recommendations received from Companys Nomination and Remuneration Committee, approve the remuneration to be payable to the executive directors of the Company. The remuneration of the executive directors is approved by considering varied norms like qualification, experience, responsibilities, value addition to the Company and financial position of the Company. The Board of Directors takes the permission of the members, if required, for payment of remuneration to the aforesaid directors.

• Remuneration to Non-Executive Directors:

During the year, apart from sitting fees Company has not paid any remuneration to the Non-Executive and Independent Directors.

The detailed policy on directors appointment and remuneration is available on the below link: http://www. zotahealthcare.com/wp-content/uploads/2019/08/ Policy on Appointment and Remuneration for Directors Key Managerial Personnel and Senior Management Employee.pdf

AUDIT COMMITTEE:

The members of Audit Committee of the Company including the Chairman are Independent Directors except Mr. Himanshu Muktilal Zota and possess requisite qualifications and strong financial knowledge. The composition of the Audit Committee as on date is as follows:

During the year, Audit Committee has met five (5) times, details of the same are as stated below:

The Whole term of references of audit committee are to recommend for appointment of the Statutory Auditor, Internal Auditor and Chief Financial Officer, approve related party transactions, examination of financial statements and auditors report, scrutinize inter corporate loans and investments, evaluation of Internal Financial Control and Risk Management, review and monitor auditors independence and performance and effectiveness of audit process, review Internal Audit Reports, monitor and review compliances of the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, monitor and review the utilization of fund raised through IPO, FPO, Right Issue and Preferential Issues and any other terms of reference as prescribed under Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under other applicable rules and regulations, if any.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and to solve the investors grievances, the Company has formulated the Stakeholder Relationship Committee; the composition of the Committee is as follows:

After completion of the financial year on May 29, 2024 the Board of Directors of the Company has reconstituted the Stakeholder Relationship Committee due to resignation of Mr. Manukant Chandulal Zota, accordingly Mr. Manukant Chandulal Zota has been ceased from the membership of the Stakeholder Relationship Committee of the Company and in his place Mr. Viren Manukant Zota has been appointed as the member of the Stakeholder Relationship Committee of the Company.

During the year, Stakeholders Relationship Committee has met one (1) time, details of the meeting is as follows:

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on March 26, 2024, without the attendance of Non-Independent Directors. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIGIL MECHANISM/WHISTLE BLOWER

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the same the Company has established a Vigil Mechanism & a Whistle Blower System to deal with instances of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or policy and makes provision for direct access to the Chairman of the Audit Committee. The detailed Whistle Blower Policy & Vigil Mechanism available on below link:

http://www.zotahealthcare.com/wp-content/ uploads/2019/11/VIGIL MECHANISM.pdf

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Companys business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives and all the major functions and revolves around the objectives of the organization. The risk management process over the period of time will become embedded into the Companys business system and processes, such that our responses to risk remain current and dynamic.

DIRECTORS RESPONSIBILITY STATEMENT

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

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

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 if the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

D. That the directors had prepared the annual accounts on a going concern basis;

E. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

BOARD EVALUATION

The performance evaluation of the Board, its Committees and the Independent Directors of the Company were evaluated by the Board after obtaining inputs from all the directors on the fixed benchmark for the performance evaluation such as participation in strategy formulation and decision making; participation in Board and Committee meetings; Directions, views and recommendations given to the Company, etc.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Performance evaluations of the Independent directors were done by the entire board, excluding the independent directors who were being evaluated did not participate in the same.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Companys operations in future.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee any instances of fraud committed against the Company by its Officers or Employees; the details of the same would need to be mentioned, if any, in the Directors Report.

CORPORATE GOVERNANCE:

Your Company has incorporated the appropriate standards for the corporate governance. The Company has filed all the quarterly compliance reports on corporate governance within the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned under the said regulation dully complied by the Company. Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company gives the Corporate Governance Report in its Annual Report. Corporate Governance Report is as per Annexure - 3.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

With reference to Section 134(3) (m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings are as per Annexure - 4.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an essential part of this Report.

SECRETARIAL AUDITOR

Your Board has appointed the PCS Ranjit Binod Kejriwal, as Secretarial Auditor of the Company for the period of 5 consecutive years starting from financial year 2021-22. Mr. Ranjit Binod Kejriwal is a peer reviewed auditor. The Secretarial Audit Report for the financial year 2023-24, which has been received from the PCS Ranjit Binod Kejriwal is attached as Annexure - 5. Report of the Secretarial Auditor is selfexplanatory and need not any further clarification.

SECRETARIAL AUDITOR REPORT OF UNLISTED MATERIAL SUBSIDIARY

As per the requirements under the regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report of the Companys Indian material unlisted subsidiary, M/s Davainida Health Mart Limited is annexed to this report as per Annexure - 6. Report of the Secretarial Auditor is self-explanatory and need not any further clarification.

COST AUDITOR

During the year, as per the provisions of Section 148 of the Companies Act, 2013, Cost Audit is applicable for following businesses such as Coffee, Drugs and Pharmaceuticals, Insecticides, Milk Powder, Organic Chemicals, Other Machinery, Petroleum Products and Tea, etc. The Company has maintained and prepared the cost records. However, as the manufacturing unit of the Company is situated in Special Economic Zone, so the requirement of appointment of the Cost Auditor is not applicable to the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employee drawing remuneration in excess of limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Disclosure pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 7.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015; the CEO & CFO have certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-24. The certificate received from CEO & CFO is attached herewith as per Annexure - 8.

CODE OF CONDUCT

The Board of Directors has formulated and adopted the Code of Conduct for Board of Directors and Senior Management Personnel from May 30, 2018. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard the Board has received a certificate from the Chief Executive Officer as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the same is attached herewith as per Annexure - 9.

Code of Conduct for Board of Directors and Senior Management Personnel being effective from May 30, 2018 is available on below link:

http://www.zotahealthcare.com/wp-content/ uploads/2019/08/Code of Conduct for Board Members and Senior Management Personnel.pdf

CERTIFICATE ON CORPORATE

GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Zota, Companys core business objective is to achieve growth with transparency, accountability and with independency.

A certificate received from M/s Shivangi Parekh & Co., Chartered Accountants, Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - 10.

SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company stood at 30,00,00,000 divided into 3,00,00,000 Equity Shares of 10 each. After the completion of financial year 2023-24, the authorised share capital of the Company increased from 30,00,00,000 divided into 3,00,00,000 Equity Shares of 10 each to 35,00,00,000 divided into 3,50,00,000 Equity Shares of 10 each.

The issued, subscribed and paid-up Share Capital of the Company stood at 25,16,03,270 lakhs divided into 2,51,60,327 Equity shares of 10 each. After completion of financial year, pursuant to the receipt of balance money of 75% of the warrant issue price, the Company has on April 06, 2024 allotted 6,79,500 equity shares upon conversion of warrants of the Company of face value of 10/- each to 13 Warrant Holders out of 14 Warrant Holders through Preferential Allotment. And pursuant to the receipt of balance money of 75% of the warrant issue price from 1 Warrant Holder, the Company has on May 07, 2024 allotted 7,500 equity shares upon conversion of warrants of the Company of face value of 10/- each to that remaining 1 warrant holder through Preferential Allotment. Consequently paid up share capital of the Company has been increased from 25,84,73,270 to 26,53,43,270.

Further, after completion of financial year on July 18, 2024; the Company has issued and allotted 8,73,294 equity shares on preferential basis to the persons covered under promoter and non-promoter group category at the rate of 509/- per equity shares, which included premium of 499/- per equity share, on the same date the Company has also issued and allotted 26,44,836 fully convertible warrants at the issue price of 509/- out of which 25% upfront money i.e. 127.25/- per warrant has already been received by the Company, balance 75% payment against the warrant has to be received within 18 months from the date of allotment. On receipt of full amount of warrant issue price, the warrant will be convertible into fully paid up equity share capital.

As on the date of this report the paid up Share Capital of the Company stood at 27,40,76,210 and on fully diluted basis it stood at 30,05,24,570.

UTILISATION OF FUNDS

During the year, the Company has issued and allotted 6,87,000 equity shares at the issue price of 303 per equity share on a preferential basis and the Company has received proceeds of 2081.61 lakhs from this issue. In another issue, the Company has issued and allotted 6,87,000 fully convertible warrants on receipt of 75.75 being 25% upfront amount of warrant issue price 303 at the issue price of 303 per fully convertible warrant on a preferential basis and the Company has received proceeds of 520.40 lakhs from the said issue.

The details of utilization of funds raised through preferential allotment as at March 31,2024 are as below:

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

M/s Zota Nex Tech Limited has become the subsidiary of the Company, except this during the year no Company has become Subsidiary, Joint Venture and Associate Company of the Company and no Company has ceased as the Subsidiary, Joint Venture and Associate Company of the Company.

As at March 31,2024; The Company has three Wholly Owned Subsidiary Companies as below:

1) M/s DavaIndia Health Mart Limited

2) M/s Zota Healthcare Lanka (Pvt) Ltd (incorporated in Sri Lanka)

3) M/s Zota Nex Tech Limited

PERFORMANCE OF SUBSIDIARY COMPANIES Davaindia Health Mart Limited

Davaindia Health Mart Limited (WOS) is engaged in the business of retail trading of pharmaceutical, nutraceutical, OTC, ayurvedic and cosmetic products. For the said business, the WOS has launched the Company Owned Company Operated (COCO) stores of Davaindia - a retail generic pharmacy chain, as at the March 31,2024, the WOS has opened 253 COCO stores. The financial performance of the WOS for the financial year ended March 31, 2024 are as below:

Zota Healthcare Lanka (Pvt) Ltd

During the year under review Zota Healthcare Lanka (Pvt) Ltd has not commenced any commercial operations in Sri Lanka and the financial performance of the same are as below:

Zota Nex Tech Ltd

During the year, the Company has incorporated M/s Zota Nex Tech Ltd, as Wholly Owned Subsidiary (WOS) for providing IT salutation to the parent Company and other clients. During the year under review, the said WOS has not carried any commercial operation during the financial year 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

The Statutory Auditor of the Company have provided the Consolidated Financial Statements of the Company and the same is forming a part of this Report. The Consolidated Financial Statements includes financial statements of the following companies:

M/s Zota Health Care Limited - Parent Company

M/s Davaindia Health Mart Limited - Wholly Owned Subsidiary Company M/s Zota Healthcare Lanka (Pvt) Ltd - Wholly Owned Subsidiary Company M/s Zota Nex Tech Ltd - Wholly Owned Subsidiary Company

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 which forms an essential part of this Report and is attached herewith as per Annexure - 11.

MATERIAL SUBSIDIARY

The Company has formulated the Policy on Material Subsidiary, indicating therein the threshold limit of Material Subsidiary as specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, details of Material Subsidiaries of the Company, identified as per the criteria prescribed under Regulation 16 and Regulation 24 of the Listing Regulations, for the year ended March 31,2024 are as follows:

*The appointment of Mr. Vitrag Sureshkumar Modi is pursuant to obligation under Regulation 24 of Listing Regulations and has been made after the completion of financial year on August 28, 2024.

The Policy on Material Subsidiary is available on the Companys website and can be accessed from following link: http://www.zotahealthcare.com/wp-content/uploads/2019/08/Policy on Material Subsidiary.pdf.

The Secretarial Audit Report of our material subsidiary is forming part of this annual report.

GOVERNANCE OF SUBSIDIARY COMPANIES

The minutes of the Board Meetings of the subsidiary companies along with the details of significant transactions and arrangements entered into by the subsidiary companies, if any, are placed before the Board of Directors of the Company on a periodical basis. The Audit Committee reviews the financial statements of the Company and the investments made by its unlisted subsidiary companies. As on the date of this Integrated Annual Report, the Company does have 1 (one) unlisted material subsidiary, M/s Davaindia Health Mart Limited.

ESOP PLAN

Pursuant to the approval of the Members at the Extraordinary General Meeting held on 17^th February, 2023, the Company adopted the Zota Health Care - Employee Stock Option Plan 2022 ("ZHL ESOP 2022"). With a view to reward the eligible and potential Employees for their performance and to motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this Scheme to attract and retain talents in the organization. The Company views Employee Stock Options as a means that would enable the Employees to get a Share in the value they create for the Company in future. The Company has Employee Stock Option Scheme namely, Zota Health Care - Employee Stock Option Plan 2022 ("ZHL ESOP 2022"), during the year, the Company has granted 12,800 stock options under ZHL ESOP 2022 scheme. Vesting period would be 1 (one) year subject to maximum period of 7 (Seven) years from the date of respective grant of such Options.

There are no changes made to the above Schemes during the year under review and these Schemes are in compliance with the SBEB Regulations 2021. The details of ZHL ESOP 2022 pursuant to SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021, as at March 31, 2024 is uploaded on the website of the Company (web link: https://www. zotahealthcare.com/wp-content/uploads/2024/09/ ESOP Disclosure-2024.pdf). In terms of Regulation 13 SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021, the Certificate from PCS Ranjit Kejriwal, Secretarial Auditor, would be placed before the shareholders at the ensuing AGM and is also attached herewith as Annexure - 12.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as a part of the Annual Report as an Annexure - 13 and is also made available on the Website of the Company at https://www.zotahealthcare.com/wp- content/uploads/2024/09/Zota-BRSR.pdf

SEXUAL HARASSMENT OF WOMEN

The constitution of the Internal Complaints Committee of the Company is in accordance with the provisions relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there were no cases filed pursuant to the aforesaid Act.

OTHER DISCLOSURES

> 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.

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

> Neither the Managing Director nor the Wholetime Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.

> There has been no change in the nature of business of the Company.

CYBER SECURITY INCIDENT

During the year, there are no incidents of cyber security breach reported.

ACKNOWLEDGEMENT

We hereby sincerely recognize and admire the comprehensive support and cooperation of our Bankers, Auditors, RTA and members during the year.