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, 2026.
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 Companys business vertices include Manufacturing, Trading and Export of the Pharmaceutical Products. The Company caters both the domestic and the international markets.
| Particulars | Standalone For the year ended March 31, 2026 | Standalone For the year ended March 31, 2025 | Consolidated For the year ended March 31, 2026 | Consolidated For the year ended March 31, 2025 |
| Revenue from operations | 40,700.72 | 25,727.61 | 53,865.75 | 29,297.48 |
| Other Income | 1,340.18 | 462.34 | 743.75 | 206.80 |
| Profit/(loss) before tax and Exceptional Items | 4,075.36 | 1,184.33 | (7,383.69) | (5,764.43) |
| Exceptional Items | (98.96) | 0.00 | (599.98) | 0.00 |
| Profit/(loss) before Taxation | 3,976.40 | 1,184.33 | (7,983.67) | (5,764.43) |
| Income Tax | 1,084.41 | 335.64 | 1,084.41 | 335.64 |
| Deferred Tax | (101.34) | 13.03 | 1,660.34 | 426.19 |
| Profit after Taxation | 2,790.66 | 861.72 | (7,407.74) | (5,673.89) |
The Board of Directors of the Company are gratified to recommend the final dividend at the rate of 10% i.e. Re.1/ per equity share for the financial year 2025-26 to those Shareholders whose names appear in the Register of Members of the Company as on the Record Date.
The Board of Directors of your company has approved and adopted the dividend distribution policy of the Company and dividend recommended during the year are in accordance with the said Policy. The Dividend Distribution Policy is available on the website of the Company and can be assessed at https://www.zotahealthcare.com/wp-content/uploads/2026/07/Dividend-Distribution-Policy.pdf .
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.
During the financial year ended March 31, 2026, the Company has transferred 36,774.00/- to the Investor and Education Protection Fund (IEPF) in respect of the unclaimed dividend of the Company for the financial year 2017-18. Further, there were no shares on which dividend has been unclaimed/unpaid for seven consecutive years and henceforth, no shares were liable to be transferred to the IEPF Authority.
Considering the financial position of the Company, the Company has not transferred any amount to its General Reserve for the financial year 2025-26.
The financial year 2025-26 has been a defining year for our Company, M/s Zota Health Care Limited. During the year, on the consolidated basis, we have achieved profitability on EBITDA level, expanded our retail footprint through Davantia and delivered strong revenue growth of the Company. FY26 was marked by significant expansion of the Davantia network. During the year, we have added 997 new stores, including 804 Company-Owned Company-Operated (COCO) stores and 193 Franchisee-Owned Franchisee-Operated (FOFO) stores. As of March 31 2026, Davantia network had expanded to 2,579 operational stores across India, comprising 1,656 COCO stores and 923 FOO stores.
During the FY26, keeping in view the new expansion phase of Davantia for the coming two financial years, the Company has successfully completed a fund raise of 350.00 crores through the Qualified Institutional Placement. This fund raise will help us to accelerate the expansion of Davantia COCO stores, meet up the working capital requirements and to achieve other corporate strategies, including but not limited to investment in the subsidiaries and to make strategic acquisitions.
To strengthen the brand visibility and consumer awareness, the Company has appointed Mr. Suniel Shetty and Mr. M.S. Dhoni, as the brand ambassadors of Davandia, which is helping us communicate the importance of affordable healthcare to a wider audience.
During the year, as a part of overall business expansion of the Company; the Company has also made certain strategic acquisitions:
On February 16, 2026, as a part of backward integration; the Company has made a further investment of 1,947.00 lakhs in Everyday by way of subscription of 1,18,00,000 equity shares offered on a right issue basis. Post to this acquisition, the Companys shareholding is 87.78% in Everyday.
Apart from this, Company has also acquired 100% stake in M/s Curexis Ventures Private Limited, which is operating retain pharmacy chain under the brand name SKIA, offering pharma and wellness products; this acquisition would help the Company to expand its presence in the retail pharma landscape.
The Company has also incorporated M/s KMHP Ventures Limited, as the Wolly Owned Subsidiary (WOS) of the Company. Under the said WOS, the Company will launch the brand named UGO Generic which is B2B and B2C brand and it will offer high quality generic medicines on a PAN India basis through its owned stores as well as ~12.50 lakhs retail pharmacies to be onboarded under UGO Generic.
During the FY26, the Company has registered strongest revenue in its history. The consolidated revenue from operations recorded an impressive growth of 83.86% year-on-year (YoY), reached from 29,297.48 lakhs in FY25 to 53,865.75 lakhs in FY26.
Our retail business continues to be the largest contributor to our revenue mix, Davandia revenues reaching to 41,741.47 lakhs, surged by 124.16% as compared to the preceding year and contributing 77.49% of the Companys consolidated revenue. Our Domestic Sales stood at 6,794.29 lakhs, increased by 7.14% YoY. The Export Business also showed a steady trend as it contributed 3,471.09 lakhs, with 6.44% contribution to the total revenue on consolidated basis. Everyday Herbal Group contributed 1,846.33 lakhs to the revenue with a revenue share of 3.43%.
Gross Profit stood at 32,468.90 lakhs with gross margin of 60.28% increased by 108.57% YoY on the consolidated basis whilst the EBITDA stood at 2,597.73 lakhs as compared to negative in FY25.
On standalone front, during the FY26, the revenue from operations grew by 58.20% YoY, and stood at 40,700.72 lakhs as compared to 25,727.61 lakhs in FY25. EBITDA stood at 4,397.09 against 1,607.03 lakhs during the preceding financial year, with a robust growth of 173.62% YoY. PAT surged by 223.85% and stood at 2,790.66 lakhs, up from 861.72 lakhs in FY25.
FY26 was marked by significant expansion of the Davandia network. During the year, we added 997 new stores, including 804 COCO stores and 193 FOFO stores. As of March 31 2026, Davandia had expanded to 2,579 operational stores across India, comprising 1,656 COCO stores and 923 FOFO stores.
The Customer footfall increased to 182.47 lakhs, nearly doubling as compared to 97.70 lakhs in FY25, showing the growing trust and brand visibility of Davandia across India. Additionally, the Gross Merchandise Value (GMV) rose sharply to 45,706.00 lakhs up from 24,562.00 lakhs in FY25, reflecting deeper customer penetration, higher transaction volumes and improving productivity across the network. These outcomes strengthen our conviction that affordable healthcare remains a large and underserved opportunity in India.
Average wallet spends (AWS) of the COCO stores has been surged to 232.00 from 228.00 in FY25, signed positive trend and increased steadily even though rapid stores addition, AWS of the FOFO stores stood to 293.00 as compared to 282.00 in the preceding financial year.
60.00% of the Davandia revenue has been generated by selling Chronic medicines as the Companys 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, 27.00% of the revenue has been generated by selling of OTC products and remaining 13.00% of the Davandia revenue has been generated by other product mix.
During the year, we have also strengthened our omnichannel presence with the launch of Davandias B2C online portal and mobile application. Built on a hyperlocal fulfilment model, the platform enables customers to access more than 2,000+ SKUs across medicines, wellness, ayurvedic, nutraceutical and OTC products, with COCO stores serving as fulfilment centres for doorstep delivery. This initiative is an important step in improving customer convenience and deepening engagement across physical and digital channels.
Further, the Company has made below mentioned investments in M/s Davandia Health Mart Limited, Wholly Owned Subsidiary of the Company (DIHML), as a part of strategic investment, expansion of COCO stores and working capital requirements of DIHML:
a) On June 13, 2025, the Company has made a further investment of 4,924.42 lakhs in DIHML by way of subscription of 1,18,518 equity shares offered on a right issue basis. b) On January 17, 2026, the Company has made a further investment of 16,999.96 lakhs in DIHML by way of subscription of 3,95,348 equity shares offered on a right issue basis. c) On February 04, 2026, the Company has made a further investment of 2,529.56 lakhs in DIHML by way of subscription of 58,827 equity shares offered on a right issue basis.
Under this vertical over the years, the Company has built a strong presence in more than 26 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 semiregulated and regulated markets, which reflects the growing acceptance and trust in Zotas products internationally.
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 wellknown domestic formulation manufacturers who are WHOGMP 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.
During the year, the Company has increased their stake to 87.78% in M/s Everyday Herbal Beauty Care Limited (Subsidiary), which is licensed by the Khadi and Village Industries Commission. This is a strategic step towards backward integration and aims to strengthen our OTC product portfolio. The products under this brand carry the prestigious Khadi mark, which adds to brand trust, authenticity, and credibility in the eyes of consumers. During the year, as part of its forward-integration roadmap, the Subsidiary has launched a new national retail chain under the brand name All Day Stores (ADS). The ADS format has been designed to offer consumers a wide and value-driven range of personal care, household essentials, cosmetics, OTC, ayurvedic, Surgical and nutraceutical products, all offered under All Days own range of private-label products. Each store will have more than 430 SKUs, delivering high-quality products at the most reasonable prices. During the FY26, this segment contributed 3.43% to our overall revenue making it a significant and growing part of our business.
After completion of the year, the Company has made below mentioned investments:
M/s Davanidia Health Mart Limited, Wholly Owned Subsidiary of the Company (DIHML)
a) On May 22,2026,as a part of strategic investment, expansion of COCO stores and working capital requirements of DIHML; the Company has made a further investment of 2,019.55 lakhs in DIHML by way of subscription of 39,794 equity shares offered on a right issue basis.
b) On July 06,2026,with the aim of reduction of Groups total outstanding debt on a consolidated basis and improves overall net worth of the Group; the Company has made a further investment of 11,952.23 lakhs in DIHML by way of subscription of 2,35,512 equity shares on a preferential basis for consideration other than cash through conversion of outstanding Unsecured loan together with outstanding accumulated interest thereto, granted by the Company to DIHML
On May 22,2026,as a part of strategic investment, expansion of SKIA stores and to mitigate the working capital requirements of Curexis; the Company has made a further investment of 200.00 lakhs in Curexis by subscription of 10,000,000 equity shares offered on right basis.
On May 22,2026,as a part of strategic investment; the Company has made a further investment of 200.00 lakhs in KMHP by subscription of 20,000,000 equity shares offered on right basis.
On May 22,2026,with the view of providing IT solutions, including cloud-based software development, Android/iOS Application, website development and customized ERP software to the Company and its Subsidiaries; the Company has acquired 80.00% stake in GITCPL by acquiring 8,000 equity shares of GITCPL by making investment of 25.00 lakhs.
Further, one Postal Ballot was done on April 18, 2026 with respect to authorising the Board to give loan, guarantee or security in connection with a loan to any person or other body corporate and acquisition of securities of any other body corporate in excess of the limits specified under Section 186 of the Companies Act, 2013.
Apart from these, there are no material changes that has occurred between the end of the financial year to which the financial statements related and the date of the report, which is affecting the financial position of the Company.
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 website of the Company at www.zotahealthcare.com .
M/s Pradeep K. Singhi & Associates, Chartered Accountants, were appointed as the Auditors of the Company for a term of five (5) consecutive years, at the 24th Annual General Meeting of the Company held on September 28, 2024 and they have carried out Audit for the financial year 2025-26.
The notes referred to in the Auditors Report are self-explanatory and they do not call for any further explanation, as required under Section 134 of the Companies Act, 2013.
The Board of the Company comprises of thirteen (13) Directors: one Non-Executive Chairman, one Managing Director, three Whole-time Directors, one Executive Director and remaining seven being 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 | Executive Whole-time Director |
| Mr. Kamlesh Rajanikant Zota | Executive Whole-time Director |
| Mr. Viren Manukant Zota | 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 |
| 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 |
| Mr. Mahaveer Dhariwal* | Additional Non-Executive Independent Director |
*Post completion of the financial year, the Board of Directors of the Company in their meeting held on September 03, 2026 have appointed Mr. Mahaveer Dhariwal as the Additional Non-Executive Independent Director.
Pursuant to the Section 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 re-appointment. In this Annual General Meeting, Mr. Kamlesh Rajanikant Zota, Whole-time 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 | Executive Managing Director |
| Mr. Himanshu Muktilal Zota | Executive Whole-time Director |
| Mr. Kamlesh Rajanikant Zota | Executive Whole-time Director |
| Mr. Viren Manukant Zota | Executive Whole-time Director |
| Mr. Viral Mandviwala | Chief Financial Officer |
| Mr. Ashvin Variya* | Group Company Secretary & Compliance Officer |
| Dr. Sujit Paul | Group Chief Executive Officer |
*Post completion of the financial year, the Board of Directors of the Company in their meeting held on May 22, 2026 have elevated Mr. Ashvin Variya as the Group Company Secretary & Compliance Officer of the Company as he is appointed as the Company Secretary in M/s Everyday Herbal Beauty Care Limited, Subsidiary of the Company.
During the year, there was no change in the Key Managerial Personnel of the Company.
The details of the meetings of the Board of Directors of the Company have been provided in the Corporate Governance report on page no. 103.
During the year, the Company has not accepted any deposits from the public within the meaning of the Section 73 of the Companies Act, 2013.
The Company has in place a robust process for approval of related party transactions and on dealing with related parties. All related party transactions have been entered into only with prior approval of the Audit Committee and only those members of the Audit Committee who are Independent Directors, have approved the related party transactions 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 a half yearly basis, specifying the nature, value and terms and conditions of the transaction. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature and the same are also reviewed or monitored on a quarterly basis by the Audit Committee of the Company as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Section 177 of the Companies Act, 2013. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed half yearly reports to the Stock Exchange for the related party transactions.
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with the related parties under Section 188 of the Companies Act, 2013 read with Regulation 23 of the Listing Regulations, 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 annexed herewith as Annexure-1 in the Form AOC-2 for your kind perusal and information.
The Policy on Materiality of Related Party Transactions and on dealing with the related party transactions as approved by the Board of the Company is available on the Companys website and can be accessed at https://www.zotahealthcare.com/wp-content/uploads/2026/07/Policy-on-Related-Party-Transactions.pdf .
With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made by the Company under Section 185 and 186 of the Companies Act, 2013 are furnished in the financial statements of the Company.
In alignment with the purpose stated above, our Company from the very beginning of applicability of Corporate Social Responsibility (CSR) has made and continues to make and endeavour to cover maximum programs or 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 and Healthcare objectives. On the basis of receipt of recommendations from the CSR Committee, the Board has framed and adopted a CSR Policy. The detailed CSR policy of the Company is available at https://www.zotahealthcare.com/wp-content/uploads/2026/07/Corporate-Social-Responsibility-Policy.pdf
The Company has carried out varied CSR activities during the financial year 2025-26, the details of the same are annexed herewith as Annexure-2.
The details pertaining to the Committee have been provided in the Corporate Governance report on page no. 107 to 108.
As on the date of this report, the Board of the Company has the following committees:
(a) Audit Committee (b) Nomination and Remuneration Committee (c) Corporate Social Responsibility Committee (d) Stakeholders Relationship Committee (e) Risk Management Committee (f) Fund Raising Committee
The Committee composition and meetings of the Board Committees have been provided in the Corporate Governance report on page no. 105 to 111.
All the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.
All the Independent Directors of the Company have given duly signed declarations affirming that they have met the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 (Act) and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act and the Company is in compliance with the Code of Conduct for Directors and Senior Management Personnel policy formulated by the Company.
In opinion of the 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, Mr. Dhaval Chandubhai Patwa and Mr. Mahaveer Dhariwal, Independent Directors 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.
The Board of Directors of the Company in their duly held meeting, after considering the recommendations received from Companys Nomination and Remuneration Committee, have 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 and financial position of the Company. The Board of Directors of the Company takes the permission of the members, if required, for payment of remuneration to the aforesaid Directors.
During the year, Mr. Ketankumar Chandulal Zota, Non-Executive Chairman of the Company, has been paid Profit related commission of 0.30% on annual consolidated turnover along with the sitting fees. Apart from this, the Company has paid only sitting fees to the Non-Executive and Independent Directors.
The detailed policy on Directors appointment and remuneration is available on the below link: https://www.zotahealthcare.com/wp-content/uploads/2019/08/Policy-on-Appointment_and_Remuneration_for_Directors_Key_Managerial_Personnel_and_Senior_Management_Employee.pdf
The Independent Directors of the Company have met on March 31, 2026, without the attendance of Non-Independent Directors. The Independent Directors have 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.
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 is available on below link: https://www.zotahealthcare.com/wp-content/uploads/2019/11/VIGIL_MECHANISM.pdf
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 (NRC) of the Board implements this mechanism in concurrence with the Board. The NRC shall apply a due diligence process to determine the suitability of every person who is being considered for being appointed or re-appointed as the Director of the Company based on their educational qualification, experience & track record, and every such person shall meet the fit and proper criteria.
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.
The Company adopts a structured, multi-layered approach to risk governance to ensure consistency and accountability in managing risks. At the apex, the Risk Management Committee (RMC), comprising members of the Board, is responsible for risk governance and operates under the Companys Risk Management Policy which is also available on the website of the Company at www.zotahealthcare.com .
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.
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; and 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.
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 has 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 to this, the Chairman of the Board was also evaluated on the key aspects of his role.
In a separate meeting of the 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.
Considering the evaluation, the Board is of the opinion that the Board of Directors of the Company comprise with the experts from across the domain having requisite expertise and skills to discharge their duties effectively. The Committees of the Board of Directors of the Company have constructively carried out the term of references within their ambit and made all recommendations to the Board, as and when required. The Board has acknowledged the contribution made by each Director of the Company.
Based on the suggestions and inputs received from the Directors, the Board has identified certain grey area such as changing retail pharmacy dynamics, involvement of Al in business ecosystem and ESG, on which a knowledge enhancement session should have carried out for making the informed decision in line with changing business environments.
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 standards with regards to availability and suitability of policies and procedures. During the year, no reportable material weakness in the design or operation were observed.
No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and operations of the Company in future.
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor of the Company 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.
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 timeline 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, the Company gives the Corporate Governance Report in its Annual Report. The Corporate Governance Report is annexed herewith as per Annexure-3.
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 annexed herewith as per Annexure-4.
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Section has been presented in a separate section and forms an essential part of this Report.
Your Board has appointed PCS Ranjit Binod Kejriwal, as the Secretarial Auditor of the Company for the period of five (5) consecutive years starting from the FY 2025-26 to FY 2029-30. Mr. Ranjit Binod Kejriwal is a Peer Reviewed Auditor. The Secretarial Audit Report for the FY 2025-26, which has been received from PCS Ranjit Binod Kejriwal is annexed herewith as Annexure-5. The Report of Secretarial Auditor is self-explanatory and need not any further clarification.
As per the requirements under Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report of the Companys Indian material unlisted subsidiary, M/s Davaindia Health Mart Limited, is annexed herewith this report as per Annexure-6. The Report of Secretarial Auditor is self-explanatory and need not any further clarification.
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.
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 annexed as per Annexure-7.
In terms of Regulation 17(8) of 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 2025-26. The certificate received from CEO & CFO is annexed herewith as per Annexure-8.
The Board of Directors of the Company have 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 of the Company have complied with general duties, rules, acts and regulations. In this regard the Board has received a certificate from the Chief Executive Officer of the Company as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the same is annexed 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: https://www.zotahealthcare.com/wp-content/uploads/2026/07/Code-of-Conduct-for-Board-of-Directors-and-Senior-Management.pdf
Corporate Governance is a set of process, practice and system which ensure that the Company is managed in the best interest of the stakeholders. The key fundamental principles of Corporate Governance are transparency and accountability. At Zota, our core business objective is to achieve growth with transparency, accountability and with independency.
A certificate received from M/s Pradeep K. Singhi & Associates, 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 annexed herewith as per Annexure-10.
As at March 31, 2026, the authorized and paid-up share capital of the Company were as under:
During the year under review, the authorised share capital of the Company was increased from 35,00,00,000/- divided into 3,50,00,000 equity shares of 10.00/- each to 40,00,00,000/- divided into 4,00,00,000 equity shares of face value of 10.00/-
As on March 31, 2026, the authorised share capital of the Company stood at 40,00,00,000/-
During the year, the Company has made the following allotments:
a) 7,95,000 equity shares were allotted at an issue price of 900.00/- per equity share (including premium of 890.00/- per equity share) on April 17, 2025.
b) following the receipt of an amount equivalent to 75% (being warrant exercise price) 381.75/- of the warrant issue price i.e. 509.00/- per warrant, the Company has allotted 21,69,924 equity shares upon conversion of warrants in eleven tranches, the details of the same are as below:
i. 33,484 on May 20, 2025; ii. 3,03,065 on June 10, 2025; iii. 3,40,829 on July 02, 2025; iv. 2,10,510 on July 21, 2025; v. 14,734 on August 20, 2025; vi. 1,61,158 on September 13, 2025; vii. 95,921 on October 02, 2025; viii. 1,51,537 on November 10, 2025; ix. 1,07,556 on January 02, 2026; x. 1,79,169 on January 20, 2026; and xi. 5,71,961 on February 10, 2026.
3 following the receipt of an amount equivalent to 75% (being warrant exercise price) ¥615.00/- of the warrant issue price i.e. 820.00/- per warrant, the Company has allotted 7,52,500 equity shares upon conversion of warrants in two tranches, the details of the same are as below:
i. 1,50,000 on September 13, 2025; and ii. 6,02,500 on December 24, 2025.
1525.00/- per equity share) on December 17, 2025 through Qualified Institutional Placement.
Consequent to the above issues, the paid-up share capital of the Company has been increased from 28,63,50,330/- consisting of 2,86,35,033 equity shares of ¥10.00/- each to ¥34,63,25,870/- consisting of 3,46,32,587 equity shares of ¥10.00/- each as stood at March 31, 2026.
d) 22,80,130 Equity Shares were allotted at an issue price of ¥1535.00/- per equity share (including premium of
The details of utilisation of funds have been provided in the Corporate Governance report on page no. 121.
M/s Curexis Ventures Private Limited and M/s KMHP Ventures Limited have become the Subsidiaries of the Company, except this, during the year, no Company has become or ceased to be the Subsidiary, Joint Venture and Associate Company of the Company.
As at March 31, 2026, 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 Health Care Lanka (Pvt) Ltd (incorporated in Sri Lanka) | Wholly Owned Subsidiary |
| 3. | M/s Zota Nex Tech Limited | Wholly Owned Subsidiary |
| 4. | M/s Curexis Ventures Private Limited | Wholly Owned Subsidiary |
| 5. | M/s KMHP Ventures Limited | Wholly Owned Subsidiary |
| 6. | M/s Everyday Herbal Beauty Care Limited | Subsidiary |
| 7. | M/s Everyday Herbal Beauty and Wellness Care Private Limited | Subsidiary |
Davaindia Health Mart Limited, Wholly Owned Subsidiary (WOS) of the Company, 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 March 31, 2026, the WOS has opened 1,656 COCO stores.
The financial performance of the WOS for the financial year ended March 31, 2026 is as below:
| Particulars | Amount (\u20b9 in Lakhs) |
| total assets | 64,310.99 |
| total revenues | 26,771.12 |
| total net loss | (10,387.21) |
Everyday Herbal Beauty Care Limited, 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 Subsidiary is also operating a retail chain under the brand name All Day Stores (ADS). The ADS format has been designed to offer consumers a wide and value-driven range of personal care, household essentials, cosmetics, OTC, ayurvedic, Surgical and nutraceutical products, all offered under All Days own range of private-label products. The Subsidiary caters to domestic market.
The financial performance of the Subsidiary for the financial year ended March 31, 2026 is as below:
| Particulars | Amount (\u20b9 in Lakhs) |
| total assets | 3,681.59 |
| total revenues | 1,846.33 |
| total net loss | (97.04) |
Everyday Herbal Beauty and Wellness Care Private Limited, Subsidiary of the Company, is engaged in manufacturing, wholesale and retail trading and marketing of cosmetic, ayurvedic and OTC products under the brand name Khadii India. The Subsidiary caters to domestic market.
During the year, the Subsidiary has not carried out any business operations and the financials performance for the financial year ended March 31, 2026 is as below:
| Particulars | Amount (\u20b9 in Lakhs) |
| total assets | 120.08 |
| total revenues | - |
| total net loss | (0.86) |
Zota Nex Tech Limited, Wholly Owned Subsidiary (WOS) of the Company, is providing IT salutation to the parent Company and other clients. The financial performance of the WOS for the financial year ended March 31, 2026 is as below:
| Particulars | Amount (\u20b9 in Lakhs) |
| total assets | 31.17 |
| total revenues | 12.57 |
| total net loss | (8.62) |
During the year under review, M/s Zota Health Care Lanka (Pvt) Ltd has not commenced any commercial operations in Sri Lanka and the financial performance of the same is as below:
| Particulars | Amount (\u20b9 in Lakhs) |
| total assets | 0.22 |
| total revenues | 0.00 |
| total net loss | (0.38) |
Curexis Ventures Private Limited, Wholly Owned Subsidiary (WOS) of the Company, is engaged in drug manufacturing, development, and marketing company. The WOS is engaged in the business of running retail pharmacy stores under the brand name SKIA offering wide range of Pharmaceutical, Nutraceutical, Cosmetic, Ayurvedic and OTC products.
The financial performance of the WOS for the financial year ended March 31, 2026 is as below:
| Particulars | Amount (\u20b9 in Lakhs) |
| total assets | 281.07 |
| total revenues | 1.18 |
| total net loss | (70.32) |
KMHP Ventures Limited, Wholly Owned Subsidiary (WOS) of the Company, is engaged in the business of pharmaceutical segment and planning to rollout retail stores under the brand name Ugo Generic which will operate in both Business to Business (B2B) and Business to Consumer (B2C) model and offers high quality generic medicines on a PAN India basis through its owned stores as well as ~12.5 lakhs retail pharmacies to be onboarded under Ugo Generic.
The WOS has been incorporated during the last quarter of the financial year 2025-26 and is yet to commence any commercial operations and the financial performance of the same is as below:
| Particulars | Amount (\u20b9 in Lakhs) |
| total assets | 10.82 |
| total revenues | 0.00 |
| total net loss | (4.72) |
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 Health Care Lanka (Pvt) Ltd | Wholly Owned Subsidiary Company |
| M/s Zota Nex Tech Ltd | Wholly Owned Subsidiary Company |
| M/s KMHP Ventures Limited | Wholly Owned Subsidiary Company |
| M/s Curexis Ventures Private Limited | Wholly Owned Subsidiary Company |
| M/s Everyday Herbal Beauty Care Limited | Subsidiary Company |
| M/s Everyday Herbal Beauty and Wellness Care Private Limited | Subsidiary Company |
Pursuant to the provisions of 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 the Subsidiaries is given in Form AOC-1, which forms an essential part of this Report and is annexed herewith as per Annexure-11.
The Company has formulated a Policy on Material Subsidiary indicating therein the threshold limit of Material Subsidiary as specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). Further, the details of Material Subsidiaries of the Company identified as per the criteria prescribed under Regulation 16 and 24 of the Listing Regulations, for the year ended March 31, 2026 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 | Companys Independent Director on the Unlisted Material Subsidiary* |
| M/s Davaindia Health Mart Limited | January 01, 2020 | India | M/S Poonam Murarka & Associates, Chartered Accountant | 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 Companys website and can be accessed from following link: https://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 and is annexed herewith as per Annexure-11.
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 one (1) unlisted material subsidiary, M/s Davaindia Health Mart Limited.
Pursuant to the approval of the members of the Company at the Extraordinary General Meeting held on February 17, 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. During the year, the Company has granted 83,894 stock options under ZHL ESOP 2022 scheme. The vesting period would be of one (1) year subject to maximum period of seven (7) years from the date of respective grant of such stock options.
There are no changes made to the above schemes during the year under review and these schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The details of the ZHL ESOP 2022 pursuant to SBEB Regulations, 2021, as at March 31, 2026 is uploaded on the website of the Company (web link: https://www.zotahealthcare.com/wp-content/uploads/2026/09/ESOP_Disclosure.pdf ). In terms of the Regulation 13 of SBEB Regulations, 2021, the Certificate from PCS Ranjit Kejriwal, Secretarial Auditor of the Company, would be placed before the shareholders at the ensuing AGM and is also annexed herewith as per Annexure-12.
The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.
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 annexed herewith as per Annexure-13 and is also made available on the website of the Company at https://www.zotahealthcare.com/wp-content/uploads/2026/09/ZOTA-BRSR-2026.pdf
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. 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/2026/07/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 |
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.
There are no proceedings initiated or 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 Whole-time 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.
During the year, there were no incidents of cyber security breach that were reported.
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
Place: Surat Date: 03.09.2026
Sd/- Moxesh Ketanbhai Zota Managing Director DIN:07625219
Sd/- Himanshu Muktilal Zota Whole-time Director DIN:01097722
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