Zota Health Care Ltd Directors Report

Your directors are glad to present the Annual Report of the Company, accompanying the Audited statement of Accounts for the financial year ended March 31, 2025.

CORPORATE INFORMATION

Our Company having been incorporated under the provisions of the Companies Act, 1956 and having the permanence presence in India since the year 2000. The CompanyRss business vertices include Manufacturing, Trading and Export of the Pharmaceutical Products. The Company caters both the domestic and the international markets.

FINANCIAL RESULTS

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	For the year Ended 31-03-2025	For the year Ended 31-03-2024	For the year Ended 31-03-2025	For the year Ended 31-03-2024
Revenue from operations	25727.61	16658.50	29297.48	18048.85
Other Income	462.34	205.19	206.80	115.61
Profit/(loss) before tax and Exceptional Items	1184.33	490.61	(5764.43)	(1616.29)
Exceptional Items	0	0	0	0
Profit/(loss) before Taxation	1184.33	490.61	(5764.43)	(1616.29)
Income Tax	335.64	146.8	335.64	146.8
Deferred Tax	13.03	(5.82)	426.19	328.31
Profit after Taxation	861.72	337.99	(5673.89)	(1434.79)

DIVIDEND

The Board of Directors are gratified to recommend the final dividend at the rate of 10% i.e. Re.1/- per equity share for the financial year 2024-25. The dividend will be paid to all the entitled members within the time frame as specified in the Companies Act, 2013; if the same be approved in this Annual General Meeting.

INVESTOR EDUCATION AND PROTECTION FUND

During the financial year ended March 31, 2025; the Company has transferred Rs 51,888/- to the Investor and Education Protection Fund (RsIEPFRs) in respect of the unclaimed dividend of Company for financial year 2016-17. Further, there were no shares on which dividend has been unclaimed/unpaid for seven consecutive years; hence no shares were liable to be transferred to the IEPF Authority.

TRANSFER TO RESERVE

Considering the financial position of the Company; Company has not transferred any amount to its General Reserve for the financial year 2024-25.

STATEMENT OF COMPANYRsS AFFAIRS

Financial year 2025 truly stood out as a milestone year for the Company, marked by meaningful progress in our mission to make affordable healthcare more

accessible across India. A major highlight was the strong expansion of our Davaindia store network, during the year, the Company has expanded its footprint of Davaindia stores across India with 1582 stores with the blend of Company Owned Company Operated (COCO) stores, which are being operated by our wholly owned subsidiary, M/s Davaindia Health Mart Limited and Franchisee Owned and Franchisee Operated (FOFO) stores, alongside the successful launch of our Davaindia B2C online portal and mobile app, offering customers a seamless, doorstep delivery experience for essential medicines.

The Key Financial performance highlights of the Company are as below:

The consolidated revenue from operations recorded an impressive growth of 62% Year on Year, reaching Rs 29,298 lakhs, up from Rs 18,048 lakhs in FY24. Davaindia continues to be the largest contributor to our revenue mix, accounting for 64% of total revenue, which stood at Rs 18,621 lakhs, registering an 80% YoY growth. Our Domestic Sales stood at Rs 6,342 lakhs, growing by 11% YoY, with a revenue share of 22%. The Export Business also showed a positive trend, growing by 59%, reaching Rs 3,190 lakhs, contributing 11% to the total revenue. Our newly acquired Everyday Herbal Group contributed Rs 1,144 lakhs to the revenue this year. Gross Profit increased by 86% YoY, reaching Rs 15,567 lakhs, compared to Rs 8,378.8 lakhs in FY24.

The standalone revenue from operations grew by 54% Year on Year, and stood at Rs 25,728 lakhs, EBITDA stood at Rs 1,607 lakhs as compared to Rs 828 lakhs during the preceding financial year, a robust growth of 94% Year on Year. PAT surged by 155% and stood at Rs 861.72 lakhs, up from Rs 338 lakhs in FY24.

The Key Operational Highlights of the Company are as follows:

Davaindia:

Zota Healthcare continued its strong growth momentum through the year by expanding the Davaindia network to 1,582 operational stores as on 31 st March 2025. This includes 852 COCO stores and 730 FOFO stores. During FY25, we added 702 new stores, with a strategic focus on scaling our COCO format, where we opened 599 new outlets. This reflects our commitment to drive better customer experience and operational control. FOFO also grew with 103 new stores, reinforcing our reach through an asset-light model.

Customer footfall increased to 97.7 lakhs, compared to 51.8 lakhs in FY24, showing the growing trust and brand visibility of Davaindia across India.

Additionally, the Gross Merchandise Value (GMV) rose sharply to Rs 24,562 lakhs, up from Rs 13,766 lakhs FY24, highlighting higher customer engagement and larger basket sizes, indicating a positive sign of maturing store performance.

These numbers clearly reflect the strong demand for affordable, quality healthcare products and the success of our strategic expansion efforts.

57% of the Davaindia revenue has been generated by selling Chronic medicines as the CompanyRss pronounced emphasis is placed on chronic therapies and ailments such as cardiac, diabetic, thyroid, and neuropsychiatric, resonating with the core healthcare needs of our customers, 27% of the revenue has been generated by selling of OTC products and remaining 16% of the Davaindia revenue has been generated by other product mix.

Exports Business:

Under this vertical over the years, the Company has built a strong presence in more than 30 countries, with a key focus on markets in the CIS region, Latin America, Africa, and Asia. Our manufacturing facility located in Sachin SEZ, Surat plays a crucial role in this vertical. From this plant, we manufacture over 250 generic formulations aligned with the dossiers we have registered across global markets. As of now, we have received 325 product approvals out of the

586 dossiers submitted. These approvals have largely come from semi-regulated and regulated markets, which reflects the growing acceptance and trust in ZotaRss products internationally. In March 2023, the Company has successfully completed the European Union Good Manufacturing Practice (EUGMP) PreAudit at Sachin SEZ unit and post to that after the completion of this financial year, the EU-GMP Audit has been conducted at the Sachin SEZ and based on the observations, the Company is in process of submitting necessary responses.

Domestic Business:

This vertical is the oldest and one of the most important verticals of the Company. This business has been our backbone since the beginning and remained our primary revenue driver until 2017. In this vertical, we directly distribute generic medicines, OTC products, and a wide range of pharmaceutical offerings across the country. We have built a strong nationwide distribution network. Our products are sourced as finished dosage forms from well-known domestic formulation manufacturers who are WHO- GMP certified. We have a portfolio of over 4,000+ products, covering all major therapeutic categories. Every product goes through thorough quality checks before being packaged and sold under the Zota brand, ensuring consistency and trust. Currently, we distribute directly to more than 1,050+ distributors across India. All marketing, sales distribution, and promotional activities are carried out ethically through our distributor network, helping us maintain transparency and credibility in the market.

Everyday Herbal Group

The Company has acquired 56% stake in Everyday Herbal Group, which is licensed by the Khadi and Village Industries Commission. This acquisition is a strategic step towards backward integration and aims to strengthen our OTC product portfolio. The products under this brand carry the prestigious RsKhadiRs mark, which adds to brand trust, authenticity, and credibility in the eyes of consumers. Currently, OTC products account for around 30% of our total SKUs, and in FY25, this segment contributed 4% to our overall revenue making it a significant and growing part of our business.

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

After completion of financial year, on April 17, 2025; the Company has issued and allotted 7,95,000 equity shares on preferential basis to the persons covered under non-promoter group category at the rate of Rs 900/- per equity shares, which included premium of Rs 890/- per equity share.

After completion of financial year, pursuant to the receipt of balance money of 75% of the warrant issue price i.e. Rs 381.75 per warrants, the Company has allotted equity shares as below:

Date of Allotment	No. of Equity Shares Issued
May 20, 2025	33,484
June 10, 2025	3,03,065
July 02, 2025	3,40,829
July 21, 2025	2,10,510
August 20, 2025	14,734

Consequent to the above issues, paid up share capital of the Company has been increased from Rs 28,63,50,330/- consisting of 2,86,35,033 Equity Shares of Rs 10/- each to Rs 30,33,26,550/- consisting of 3,03,32,655 Equity Shares of Rs 10/- each.

Further, the Company has made further investment of Rs 49,24,42,290/- by way of subscription of 1,18,518 equity shares of M/s Davaindia Health Mart Limited (DIHML ) as a part of strategic investment and working capital requirements of DIHML on June 13, 2025.

Apart from these there are no Material changes occurred between the end of the financial year of the Company to which the financial statements related and the date of the report, which is affecting the financial position of the Company.

ANNUAL RETURN

The draft of the Annual Return as required under Section 92(3) & 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 is available on the CompanyRss website viz. www.zotahealthcare.com

AUDITORS AND AUDITORRsS REPORT

M/s Pradeep K. Singhi & Associates, Chartered Accountants, were appointed as the Auditors of the Company for a term of 5 (five) consecutive years, at the 24 th Annual General Meeting held on September 28, 2024 and they have carried out Audit for the financial year 2024-25.

The notes referred to in the AuditorRss Report are self-explanatory and they do not call for any further explanation, as required under Section 134 of the Companies Act, 2013.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of Twelve (12) directors; one Non-Executive Chairman, one Managing Director, three Whole-time Directors, one Executive Director and remaining six being the Non-Executive Independent Directors. As on the date of this report, the composition of the Board of the Company is as follows:

Name of Directors	Category & Designation
Mr. Ketankumar Chandulal Zota	Non-Executive Chairman
Mr. Moxesh Ketanbhai Zota	Executive Managing Director
Mr. Himanshu Muktilal Zota A	Executive Whole-time Director
Mr. Viren Manukant Zota*	Executive Whole-time Director
Mr. Kamlesh Rajanikant ZotaA	Executive Whole-time Director
Mr. Laxmi Kant Sharma	Executive Director
Mrs. Varshabahen Gaurang Mehta	Non-Executive Independent Director
Mrs. Bhumi Maulik Doshi#	Non-Executive Independent Director
Name of Directors		Category & Designation
Mr. Vitrag Sureshkumar Modi#		Non-Executive Independent Director
Mr. Dhiren Prafulbhai Shah$		Non-Executive Independent Director
Mrs. Jayshreeben Nileshkumar Mehta$		Non-Executive Independent Director
Mr. Dhaval Chandubhai Patwa		Non-Executive Independent Director

* Appointment of Mr. Viren Manukant Zota has been done by the Board of Directors of the Company in its meeting held on March 30, 2024 as an additional director to be designated as the Whole-time Director of the Company, further members of the Company through Postal ballot have regularised his appointment on June 27, 2024.

# Re-appointments of Mrs. Bhumi Maulik Doshi and Mr. Vitrag Sureshkuamr Modi have been made on May 29, 2024 for the further period of five consecutive years commencing from the expiry of their present term that is with effect from May 30, 2024 till May 29, 2029, further members of the Company through Postal ballot have approved their re- appointments on August 27, 2024.

A Re-appointments of Mr. Himanshu Muktilal Zota and Mr. Kamlesh Rajanikant Zota, as Whole-time Director of the Company, have been made by the Board of Directors in their meeting held on September 04, 2024, further members of the Company in the 24 th Annual General Meeting held on September 28, 2024 have approved their appointments.

$ Re-appointments of Mr. Dhiren Prafulbhai Shah and Mrs. Jayshreeben Nileshkumar Mehta have been made by the Board of Directors in their meeting held on September 04, 2024, further members of the Company in the 24 th Annual General Meeting held on September 28, 2024 have approved their appointments.

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. Laxmi Kant Sharma, Executive Director 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:

Name of Directors	Category & Designation
Mr. Moxesh Ketanbhai Zota	Managing Director
Mr. Himanshu Muktilal Zota	Whole-time Director
Mr. Viren Manukant Zota	Whole-time Director
Mr. Kamlesh Rajanikant Zota	Whole-time Director
Mr. Viral Mandviwala	Chief Financial Officer
Mr. Ashvin Variya	Company Secretary
Dr. Sujit Paul	Group Chief Executive Officer

Appointment of Mr. Viren Manukant Zota has been made by the Board of Directors of the Company in its meeting held on March 30, 2024 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, further members of the Company in the 24 th Annual General Meeting held on September 28, 2024 have approved their appointments.

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 above, 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 Fifteen (15) times during the year. Details of the same are stated as below:

Sr. No.	Date of Meeting	Board Strength	No. of Director Present
1	06/04/2024	12	12
2	22/05/2024	12	12
3	29/05/2024	12	12
4	18/06/2024	12	12
5	29/06/2024	12	12
6	09/07/2024	12	12
7	26/07/2024	12	12
8	14/08/2024	12	12
9	04/09/2024	12	12
10	14/11/2024	12	11
11	09/01/2025	12	12
12	13/02/2025	12	10
13	20/02/2025	12	12
14	26/02/2025	12	12
15	1 1/03/2025	12	12

DEPOSITS

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

RELATED PARTY TRANSACTION

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

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

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

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as appro by the Board is available on the CompanyRss website and can be accessed at https://www.zotahealthcare.ct 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 the Company under Section 185 and 186 of the Companies Act, 2013 are furnished in the financial stateme

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.

During the year under review, the Company continued to focus on the Animal Welfare objectives.

On the basis of receipt of recommendations from the Corporate Social Responsibility (RsCSRRs) 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: nttp://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 2024-25, the details of the same are as per Annexure-2.

The Composition of the Committee is as follows:

Mr. Himanshu Muktilal Zota	Chairman & Member
Mr. Ketankumar Chandulal Zota	Member
Mrs. Varshabahen Gaurang Mehta	Member

During the year, the members of Committee met two (2) times. Details of the Meetings are stated as below:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	18/05/2024	3	3
2	18/06/2024	3	3

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their duly signed declarations affirming that they have met the criteria 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 DirectorRss 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 self- assessment 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:

Mrs. Varshabahen Gaurang Mehta	Chairman & Member
Mr. Dhiren Prafulbhai Shah	Member
Mrs. Jayshreeben Nileshkumar Mehta	Member

During the year, the members of Committee met five (5) times. Details of the Meetings are stated as below:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	06/05/2024	3	3
2	22/05/2024	3	3
3	05/08/2024	3	3
4	12/02/2025	3	3
5	25/03/2025	3	3

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 DirectorRss 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 CompanyRss 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 DIRECTORSRs APPOINTMENT AND REMUNERATION Remuneration to Executive Directors:

The Board of Directors in its duly held meeting, after considering the recommendations received from CompanyRss 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 directorsRs 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:

Mr. Vitrag Sureshkumar Modi	Chairman & Member
Mrs. Varshabahen Gaurang Mehta	Member
Mrs. Bhumi Maulik Doshi	Member
Mr. Himanshu Muktilal Zota	Member

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

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	29/05/2024	4	4
2	14/08/2024	4	4
3	04/09/2024	4	4
4	14/11/2024	4	4
5	13/02/2025	4	4

The Whole term of references of audit committee is to recommend for appointment of the Statutory Auditor, Internal Auditor and Chief Financial Officer, approve related party transactions, examination of financial statements and auditorRss 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 investorRss grievances, the Company has formulated the Stakeholder Relationship Committee; the composition of the Committee is as follows:

Mr. Jayshreeben Nileshkumar Mehta	Chairman & Member
Mr. Viren Manukant Zota	Member
Mr. Himanshu Muktilal Zota	Member

The Board of Directors of the Company has on May 29, 2024 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:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	26/03/2025	3	3

INDEPENDENT DIRECTORSRs MEETING

The Independent Directors met on March 26, 2025, 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 CompanyRss 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

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board. The Nomination & Remuneration Committee of the Board, shall apply a due diligence process to determine the suitability of every person who is being considered for being appointed or re-appointed as a Director of the Company based on their educational qualification, experience & track record, and every such person shall meet the Rsfit and properRs criteria.

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the CompanyRss 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 CompanyRss 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 CompanyRss operations in future.

REPORTING OF FRAUD BY AUDITORRsS

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 DirectorRss 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 duly 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 2024-25, 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 CompanyRss Indian material unlisted subsidiary, M/s Davaindia 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 2024-25. 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, CompanyRss core business objective is to achieve growth with transparency, accountability and with independency.

A certificate received from M/s Pradeep K. Singhi & Associates, 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

The issued, subscribed and paid-up Share Capital of the Company stood at Rs 28,63,50,330/- lakhs divided into 2,86,35,033 Equity shares of Rs 10 each. After completion of financial year, on April 17, 2025; the Company has issued and allotted 7,95,000 equity shares on preferential basis to the persons covered under non-promoter group category at the rate of Rs 900/- per equity shares, which included premium of Rs 890/- per equity share.

Further, after completion of financial year, pursuant to the receipt of balance money of 75% of the warrant issue price i.e. Rs 381.75 per warrants, the Company has allotted equity shares as below:

Date of Allotment	No. of Equity Shares Issued
May 20, 2025	33,484
June 10, 2025	3,03,065
July 02, 2025	3,40,829
July 21, 2025	2,10,510
August 20, 2025	14,734

Consequent to the above issues, paid up share capital of the Company has been increased from Rs 28,63,50,330/- consisting of 2,86,35,030 Equity Shares of Rs 10/- each to Rs 30,33,26,550/- consisting of 3,03,32,655 Equity Shares of Rs 10/- each.

UTILISATION OF FUNDS

During the year, the Company has raised funds through multiple preferential issues, the details of the same are as below:

Preferential Issue - 1:

i. The Company issued and allotted 8,73,294 equity shares at the issue price of Rs 509/- per equity share on a preferential basis and the Company has received proceeds of Rs 4445.07/- lakh from this issue.

ii. The Company has issued and allotted 26,44,836 fully convertible warrants on receipt of Rs 127.25 being 25% upfront amount of warrant issue price Rs 509/- per fully convertible warrant on a preferential basis and the Company has received proceeds of Rs 3365.55/- lakh from the said issue.

iii. In addition to above, pursuant to the receipt of balance money of 75% of the warrant issue price i.e. Rs 381.75 per warrants, the Company has allotted 4,74,912 equity shares in three tranches and by which received the issue proceeds of Rs 1812.98/- lakhs.

Preferential Issue - 2:

i. The Company issued and allotted 7,52,500 equity shares at the issue price of Rs 820/- per equity share on a preferential basis and the Company has received proceeds of Rs 6170.5/- lakh from this issue.

ii. The Company has issued and allotted 7,52,500 fully convertible warrants on receipt of Rs 205/- being 25% upfront amount of warrant issue price Rs 820/- per fully convertible warrant on a preferential basis and the Company has received proceeds of Rs 1542.63/- lakh from the said issue.

The details of utilization of funds raised through above preferential allotments as at March 31,2025 are as below:

Preferential Issue - 1:

Original Object	Original allocation (Rs in Lakhs)	Funds Utilised (Rs in Lakhs)
Expansion of DAVAINDIA Project	14325.83	6948.72
Working capital requirement	2686.09	1918.87
General Corporate Purpose	895.36	156.00
Total	17907.28	9023.59

Preferential Issue - 1:

Original Object	Original allocation (Rs in Lakhs)	Revised Cost (Refer Note 1)	Funds Utilise (Rs in Lakhs
Expansion of DAVAINDIA Project - FOFO	2451.80	1604.33	676.2
Expansion of DAVAINDIA Project - COCO	11693.20	7651.42	5547.5
Working capital requirement	1886.00	1234.10	706.9
General Corporate Purpose	2829.00	1851.15	1851.1
Total	18860.00	12341.00	8781.8

Note 1: One of the proposed allottee namely Valiant Mauritius Partners FDI Limited has not subscribed the offer under the preferential issue to the extent of 3,97,500 equity shares and 3,97,500 fully convertible warrants offered to them and pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder including applicable regulation of the (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the Board of Directors of the Company in its meeting held on February 20, 2025 has approved for the disposal of the unsubscribed portion to the extent of 3,97,500 equity shares and 3,97,500 fully convertible warrants offered to Valiant Mauritius Partners FDI Limited, accordingly, the Original cost as per Letter of offer has been reduced with Rs 6519 lakhs.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

M/s Everyday Herbal Beauty Care Private Limited and M/s Everyday Herbal Beauty And Wellness Care Private Limited have become the subsidiaries 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, 2025; The Company has following Subsidiary Companies:

Sr No.	Name of Subsidiary	Nature
1.	M/s Davaindia Health Mart Limited	Wholly Owned Subsidiary
2.	M/s Zota Healthcare Lanka (Pvt) Ltd (incorporated in Sri Lanka)	Wholly Owned Subsidiary
3.	M/s Zota Nex Tech Limited	Wholly Owned Subsidiary
4.	M/s Everyday Herbal Beauty Care Private Limited	Subsidiary
5.	M/s Everyday Herbal Beauty And Wellness Care Private Limited	Subsidiary

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 31,2025, the WOS has opened 852 COCO stores. The financial performance of the WOS for the financial year ended March 31, 2025 is as below:

Particulars	Amount (Rs in Lakhs)
total assets	24689.77
total revenues	10993.18
total net loss	(6094.89)

Everyday Herbal Beauty Care Private Limited

Everyday Herbal Beauty Care Private Limited (EHBCPL), subsidiary of the Company is engaged in manufacturing, wholesale and retail trading and marketing of cosmetic, ayurvedic and OTC products under the brand name Khadi India. The Company caters to domestic market. The financial performance of the EHBCPL for the financial year ended March 31, 2025 is as below:

Particulars	Amount (Rs in Lakhs)
total assets	1533.49
total revenues	1144.22
total net loss	(73.74)

Everyday Herbal Beauty and Wellness Care Private Limited

Everyday Herbal Beauty and Wellness Care Private Limited (EHBWCPL), subsidiary of the Company is engaged in manufacturing, wholesale and retail trading and marketing of cosmetic, ayurvedic and OTC products under the brand name Khadi India. The Company caters to domestic market. During the year, EHBWCPL has not carried out any business operations and the financials performance as at the year ended March 31, 2025 is as below:

Particulars	Amount (Rs in Lakhs)
total assets	120.04
total revenues	-
total net loss	(3.49)

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. The financial performance of the WOS for the financial year ended March 31, 2025 is as below:

Particulars	Amount (Rs in Lakhs)
total assets	13.85
total revenues	0.68
total net profit	(12.06)

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

Particulars	Amount (Rs in Lakhs)
total assets	0.20
total revenues	0.00
total net profit	0.19

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
M/s Everyday Herbal Beauty Care Private Limited	Subsidiary Company
M/s Everyday Herbal Beauty and Wellness Care Private Limited	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, 2025 are as follows:

Name of the Unlisted Material Subsidiary Company	Date of Incorporation	Place of Incorporation	Name and Date of Appointment of the Statutory Auditors	CompanyRss Independent Director on the Unlisted Material Subsidiary*
M/s Davaindia Health Mart Limited	January 01, 2020	India	M/S Poonam Murarka & Associates, Chartered Accountant September 07, 2023	Mr. Vitrag Sureshkumar Modi

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

The Policy on Material Subsidiary is available on the CompanyRss 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 RsZota Health Care - Employee Stock Option Plan 2022Rs ( ZHL

ESOP 2022 )Rs. 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 2022Rs ( ZHL ESOP 2022 ), during the year, the Company has granted 30,430 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, 2025 is uploaded on the website of the Company (web link: https://www. zotahealthcare.com/wp-content/uploads/2025/09/ ESOP Disclosure 2024-25.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/2025/09/Zota-AR2025 Brsr.pdf

SEXUAL HARASSMENT OF WOMEN

The constitution of the I nternal 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. The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at https://www. zotahealthcare.com/wp-content/uploads/2022/01/ Anti-sexual-Harassment-Policy.pdf

During the year under review, no complaints pertaining to sexual harassment at workplace has been received by the Company. The following is the status of complaints received and resolved during the financial year:

Number of complaints received: NIL

Number of complaints disposed off: NIL

Number of complaints pending beyond 90 days: NIL

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of legislation.

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.

		For the Board of Director
		ZOTA HEALTH CARE LIMITED
	Sd/-	Sd/-
	Moxesh Ketanbhai Zota	Himanshu Muktilal Zota
Place: Surat	Managing Director	Whole-time Director
Date: 04.09.2025	DIN:07625219	DIN:01097722