Your Directors have pleasure in presenting the 25th Annual Report of Zenith Drugs Limited ("the Company”),
accompanied by the Audited Financial Statements for the fiscal year ending March 31, 2025.

This report has been prepared in accordance with the Companies Act, 2013, including any modifications or re¬
enactments currently in effect, as well as the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. It provides a comprehensive overview of the financial performance
and significant developments of the Company for the year under review.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The financial performance of the company for the financial year ended March 31, 2025 are summarised below:

2. STATE OF COMPANY’S AFFAIRS:

During the year under review, your Company has achieved total income and net profit of Rs. 13592.57 Lacs and
Rs. 716.06 Lacs respectively as against total revenue and net profit of Rs. 13374.19 Lacs and Rs. 953.69 Lacs
respectively during the previous financial year ended 31st March, 2024.

3. TRANSFER TO RESERVES AND IPO PROCEEDS UTILIZATION:

During the year ended 31st March 2025, the Company has fully utilised the IPO proceeds from the fresh issue.
The utilisation of IPO proceeds is summarised below:

During the year under review, the Company has not
transferred any sum to General Reserve.

4. DIVIDEND:

For the financial year 2023-24, the Board
recommended and the company paid a final dividend
of ?0.5 per equity share with a face value of ?10/- each,
in compliance with the provisions of the Companies
Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

To support the company's future growth initiatives,
the Board has decided not to declare any dividend
for the financial year 2024-25.

5. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

During the year under review, there is no amount
which is required to be transferred to the Investor
Education and Protection Fund as per the provisions
of Section 125(2) of the Companies Act, 2013.

In accordance with Section 124 of the Companies
Act, 2013 and the applicable rules made thereunder,
dividends remaining unclaimed for a period of seven
consecutive years, along with the corresponding
equity shares, are required to be transferred to the
IEPF.

The due dates for such transfers to the IEPF are
provided below:

6. DEPOSITS:

The company has neither accepted nor renewed any
deposits from public during the year under review
to which the provisions of the Chapter V of the
Companies Act 2013 or Companies (Acceptance of
Deposits) Rules 2014 apply. As such no particulars

required under Rule 8 (5)(v) of the Companies
(Accounts) Rules 2014 are given.

As on 31st March 2025, the company has outstanding
unsecured loan of Rs. 299.02 Lacs, from the Directors.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business
of the Company during the year under review.

8. MATERIAL CHANGES & COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

During the year under review, the Company
completed the construction of a new manufacturing
facility at Khasra No. 72/3, 74/1/1, 75/1/1, Village
Muradpura, Depalpur, Indore, Madhya Pradesh -
453001, with commercial production commencing in
December 2024.

The plant is equipped to manufacture various
pharmaceutical products, including tablets and liquid
oral formulations. This expansion is expected to
enhance production capacity, improve operational
efficiency, and positively impact the Company's
financial performance in the coming years.

9. SHARE CAPITAL:

During the year under review, there was no change
in the Equity Share Capital of the Company.

As on March 31, 2025, the Authorized Equity Share
Capital of the Company was ?22,40,00,000 (Rupees
Twenty-Two Crore Forty Lakhs), divided into
2,24,00,000 (Two Crore Twenty-Four Lakhs) equity
shares of ?10 (Rupees Ten) each.

The Issued, Subscribed, and Paid-up Equity Share
Capital was ?17,14,88,000 (Rupees Seventeen Crore
Fourteen Lakhs Eighty-Eight Thousand), comprising
1,71,48,800 (One Crore Seventy-One Lakhs Forty-
Eight Thousand Eight Hundred) equity shares of ?10
(Rupees Ten) each.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES:

MY Med Private Limited ceased to be a subsidiary of
the Company with effect from 14th September 2024.

As on 31st March 2025, the Company does not have
any subsidiary, associate, or joint venture company.
Accordingly, the requirement to furnish information
in Form AOC-1 pursuant to Section 129(3) of the
Companies Act, 2013 is not applicable.

Further, during the financial year, no director of the
Company received any remuneration or commission
from any holding or subsidiary company, in

accordance with the provisions of Section 197(14) of
the Companies Act, 2013.

11. REVISION MADE IN FINANCIAL STATEMENTS/
BOARD’S REPORT:

The Company has not revised the Financial
Statements or Board's Report in respect of any of
the three preceding financial years.

12. ANNUAL RETURN:

The Annual Return in Form MGT-7 as required under
Section 92(3) of the Act shall be hosted on the
website of the Company viz. www.zenithdrugs.com.

13. COMPOSITION OF BOARD AND VARIOUS
COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its committees
provide leadership and guidance to the Management
and directs and supervises the performance of the
Company, thereby enhancing stakeholder value.

Composition of Board:

The composition of Board complies with the
requirements of the Companies Act, 2013 ("Act”).
Further, in pursuance of Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”), the
Company is exempted from the requirement of
having composition of Board as per Regulation 17 of
Listing Regulations.

None of the Directors of the Company is serving as
a Whole-Time Director in any other Listed Company
and the number of their directorship is within the
limits laid down under Section 165 of the Companies
Act, 2013.

Changes in the Key Managerial Personnel:

- In the Board Meeting held on 31st August, 2024:

Mr. Sandeep Bhardwaj (DIN: 00539347) resigned
as the Chief Financial Officer of the Company
with effect from 31st August, 2024 and Mr. Neeraj
Pandey was appointed as Chief Financial Officer,
with effect from 01st September, 2024.

Changes in the composition of CSR Committee:

- In the Board Meeting held on 29th January, 2025:

Mrs. Ranjana Sureshkumar Sehgal (DIN:
01979256), Independent Director of the
Company, was appointed as a member of the
CSR Committee with effect from 29th January,
2025.

Appointment / Retirement by rotation and

subsequent re-appointment:

- Mr. Ajay Singh Dassundi (DIN: 00835856),
Executive Director, is liable to retire by rotation
at the ensuing Annual General Meeting, pursuant
to Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the
Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for
the time being in force), and being eligible has
offered himself for re-appointment.

- Appropriate business for his re-appointment is
being placed for the approval of the shareholders
of the Company at the ensuing AGM. The
brief resume of the Director and other related
information has been detailed in the Notice
convening the ensuing AGM of the Company.

- The relevant details, as required under Regulation
36 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations”) and Secretarial Standard, of the
person seeking re-appointment/ appointment
as Director are also provided in Explanatory
statements annexed to the Notice convening the
25th Annual General Meeting.

Key Managerial Personnel (KMP):

Independent Directors:

Board Meetings:

During the year under review, Board of Directors of
the Company duly met 8 (Eight) times and in respect
of which meetings, proper notices were given and
the proceedings were properly recorded and signed
in the Minutes Book maintained for the purpose.

The dates of the Board Meeting held during the year
under review and the details of attendance of each
Director at the Board Meetings are as given below:

The gap between two consecutive meetings was not
more than one hundred and twenty days as provided
in Section 173 of the Act.

COMMITTEE DETAILS:

The Board of Directors, in line with the requirement
of the act, has formed various committees, details of
which are given hereunder:

As on 31st March 2025, the composition of the Audit
Committee was as follows:

During the financial year ended March 31, 2025,
nomination and remuneration committee met 2
(Two) times. The details of attendance of members
of the Committee are given as under:

During the financial year ended March 31, 2025, the
audit committee met 5 (Five) times. The maximum
time gap between any two meetings was not more
than one hundred and twenty days. The details of
attendance of members of the Committee are given
as under:

Majority of the Members of the Committee are
Independent Directors and possess accounting
and financial management knowledge. All the
recommendations made by the Audit Committee
are accepted and implemented by the Board of
Directors.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2025, the composition of the
Nomination and Remuneration Committee was as
follows:

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the
Company is designed to create a high performance
culture. It enables the Company to attract motivated
and retained manpower in competitive market, and
to harmonize the aspirations of human resources
consistent with the goals of the Company. The
Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive
Directors and Key Managerial Personnel. Annual
increments are decided by the Nomination and
Remuneration Committee within the salary scale
approved by the members and are effective from
April 1, of each year.

The Nomination and Remuneration Policy, as
adopted by the Board of Directors, is placed on the
website of the Company

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31st March 2025, the composition of the
Stakeholder Relationship Committee was as follows:

During the financial year ended March 31, 2025,
stakeholder's relationship committee met 1 (One)
time. The details of attendance of members of the
Committee at the meetings are given as under:

As on 31st March 2025, the composition of Corporate
Social Responsibility Committee was as follows:

During the financial year ended March 31, 2025, CSR
committee met 1 (One) time. The constitution of the
committee is in compliance of the provisions of the
Act. The composition and details of attendance of
members of the Committee are as under:

14. PERFORMANCE EVALUATION OF BOARD,
COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act,
2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Guidance Note
on Board evaluation issued by SEBI, the Board, in
consultation with its Nomination and Remuneration
Committee, has formulated a framework containing,
inter-alia, the criteria for performance evaluation of
the entire Board of the Company, its Committees
and individual directors, including Independent
Directors. The framework is monitored, reviewed
and updated by the Board, in consultation with the
Nomination and Remuneration Committee, based on
need and new compliance requirements.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all
the Independent Directors of the Company in
accordance with the provisions of Section 149 (7)
of the Companies Act, 2013 regarding meeting the
criteria of Independence laid down under Section
149 (6) of the Companies Act 2013 and the rules
made thereunder. The Independent Directors

have also confirmed that they are not aware of
any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgment and without any
external influence.

Independent Directors of the Company have
confirmed about their enrolment in the data bank
of Independent Directors maintained with the Indian
Institute of Corporate affairs.

16. DETAILS WITH RESPECT TO THE PROGRAMME FOR
FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide
Independent Directors with the industry scenario, the
socio-economic environment in which the Company
operates, the business model, the operational and
financial performance of the Company, significant
developments so as to enable them to take
well informed decisions in a timely manner. The
familiarization program also seeks to update the
Directors on the roles, responsibilities, rights and
duties under the Act and other statutes.

17. MEETINGS OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met
separately on 26th March, 2025 without the presence
of Non-I ndependent Directors and members of
Management. In accordance with the provisions
under Section 149 and Schedule-IV of the Companies
Act, 2013. The following matters were, inter alia,
reviewed and discussed in the meeting:

• Evaluated the performance of Non-Independent
Directors and the Board of Directors as a whole;

• Evaluated the performance of the Chairman of
the Company taking into consideration the views
of Executive and Non-Executive Directors;

• Assessed the quality, quantity and timeliness
of flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

All the Independent Directors were present at the
meeting and was satisfied with the performance
of the Non-Independent Directors and the
Board as a whole and with the quality, quantity
and timeliness of flow of information between
the Company Management and the Board that
is necessary for the Board to effectively and
reasonably perform their duties.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the

Companies Act, 2013, (‘the Act') your Directors

confirm that:

a. in the preparation of the annual accounts for
the financial year ended March 31, 2024, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures, if any;

b. the directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
financial year and of the profit of the Company
for that period;

c. 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 and for preventing and
detecting fraud and other irregularities;

d. 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.

19. AUDIT AND AUDITORS:

i. Statutory Auditors and their report:

The Auditors of the Company, M/s. VDS & Co.,
Chartered Accountants, Indore hold office until
the ensuing Annual General Meeting. The said
Auditors have furnished the certificate of their
eligibility for re-appointment.

In terms of the provisions of Section 139 of
the Companies Act, 2013 and other applicable
provisions, if any of the Companies Act, 2013, it is
proposed to appoint M/s. VDS & Co., Chartered
Accountants, Indore (Firm Registration No.
004029C) the retiring auditor as statutory
auditors of the Company from the conclusion of
this Annual General Meeting till the conclusion
of Annual General Meeting to be held in the
year 2030 (i.e. for a period of 5 years), at such
remuneration as may be approved by the

Audit Committee and Board of Directors of the
Company from time to time.

The comments on statement of accounts
referred to in the report of the auditors are
self-explanatory. The Auditors' Report does not
contain any qualification, reservation or adverse
remark.

ii. Secretarial Auditors and their report:

The Board of Directors had appointed M/s.
Geetika Agrawal & Co., Practising Company
Secretaries, Indore, as Secretarial Auditors to
conduct Secretarial Audit of the Company for
the Financial Year ended March 31, 2025 and
their report in Form MR-3 are annexed to this
Directors' Report.

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, inter-alia, requires every
listed Company to annex to its Board's report, a
Secretarial Audit Report, given in the prescribed
form, by a Company Secretary in Practice.

EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE SECRETARIAL AUDITOR:

The Board of Directors, at its meeting held on 04th
September, 2025 has appointed M/s. Agrawal &
Maheshwari, Practicing Company Secretaries Firm
as the Secretarial Auditors of the Company, to
undertake Secretarial Audit of the Company for the
financial year ending 31st March, 2026.

Furthermore, pursuant to Regulation 15(2) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, Regulation 24A concerning
Secretarial Auditor and Secretarial Compliance
Report is not applicable to companies listed on the
SME Exchange. Consequently, the Company is not
required to take approval of shareholders at the said
Annual General Meeting.

iii. Internal Auditors

The internal audit for the period from April 1,
2024 to December 31, 2024 was conducted
by M/s. Jain Arora and Associates, Chartered
Accountants, Indore (Firm Registration No.
017967C). M/s. Jain Arora and Associates
resigned from the position of Internal Auditor
with effect from January 28, 2025.

Subsequently, the Board of Directors, at its
meeting held on January 29, 2025, appointed
M/s. V D Kothari and Associates, Chartered
Accountants (Firm Registration No. 028207C),
as the Internal Auditor of the Company for the
period from January 1, 2025 to March 31, 2025.

Further, the Board of Directors, at its meeting
held on May 29, 2025, re-appointed M/s. V D
Kothari and Associates as the Internal Auditor
of the Company for the financial year 2025-26.

iv. Cost Auditor:

As per the requirements of the Section 148 of
the Act read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to
time, the Company is required to maintain cost
records for few of its products and accordingly,
such accounts are made and records have been
maintained by the Company and M/s Nikhil
Jain & Associates, Cost Accountants as a cost
auditor for conducting the audit of cost records
of the company for the financial year 2024-25.

The board of directors on the recommendation
of the audit committee, appointed M/s
Nikhil Jain & Associates, Cost Accountants
(Registration No. 06363), as the cost auditors
of the Company to audit the cost records for
the financial year ended on March 31, 2026 as
per Section 148 of the Act. M/s Nikhil Jain &
Associates, Cost Accountants have confirmed
that their appointment is within the limits
of Section 141 (3) (g) of the Act and have

also certified that they are free from any
disqualifications specified under Section 141 (3)
and proviso to Section 148 (3) read with Section
141 (4) of the Act.

As per the provisions of the Act, the
remuneration payable to the cost auditor is
required to be placed before the members
in a general meeting for their ratification.
Accordingly, a resolution seeking members'
ratification for the remuneration payable to M/s
Nikhil Jain & Associates, cost auditors forms
part of the notice convening the AGM.

The Cost Audit report for the Financial
Year 2024-25 will be filed with the Central
Government within the stipulated timeline.

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors,
the Secretarial Auditors, the Cost Auditors and the
Internal Auditors have not reported to the Audit
Committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company
by its officers or employees.

21. PARTICULARS OF EMPLOYEES:

Information required under Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is provided in a separate Annexure forming
part of this report.

Information required under Section 197(12) of the Act
read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate
Annexure forming part of this report.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with Section 135 of the Companies
Act, 2013, the Company has constituted a Corporate
Social Responsibility (CSR) Committee. Relevant
details of the Committee are provided in this Board
Report.

The Company has adopted a CSR Policy in line with
applicable provisions of the Act and Rules, covering
objectives, focus areas, implementation, monitoring,
budgeting, and reporting. The Policy is available on
the Company's website at www.zenithdrugs.com.

As per the provisions of Section 135 of the Act
and the Rules made thereunder, the Company was
required to spend ?16,22,667/- for the financial year
2024-25. The Company, however, spent an amount
of ?16,25,000/- towards CSR activities during the
financial year 2024-25.

The brief outline of the CSR Policy of the Company,
initiatives undertaken by the Company on CSR
activities during the year under review and details
regarding CSR Committee are annexed to this
Directors' Report.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(E), and Schedule
V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, The Management
Discussion & Analysis Report, which forms part of
this Annual Report.

24. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY COMPANY:

The particulars of investments made and loans
granted by the Company as covered under the
provisions of Section 186 of the Companies Act,
2013 are given in the notes to Financial Statements
forming part of the Annual Report. Further, your
Company has not extended a corporate guarantee
on behalf of any other Company, during the year
under review.

25. PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES:

During the year under review, all related party
transactions entered into by the Company, were at
arm's length and in the ordinary course of business
to further the business interests of the Company.
Prior approval of Audit Committee is obtained for
related party transactions.

The disclosure of particulars of contracts or
arrangements with Related Parties referred to in sub¬
section (1) of Section 188 of the Companies Act, 2013
(‘the Act') including certain arm's length transactions
under the third proviso thereto and forming part of
the Directors' Report in the prescribed Form No.
AOC-2 pursuant to Section 134(3)(h) of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014
are annexed to this Directors' Report.

26. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:

The particulars as required under the provisions of
Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2015
in respect of conservation of energy, technology
absorption, etc. are as mentioned below:

i. Conservation of Energy:

iii. Foreign Exchange Earnings and Outgo:

In compliance with the Companies (Accounts)
Rules, 2014, the following details of foreign
exchange earnings and expenditures for the
financial year are provided:

27.INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal
financial control systems commensurate with the
size and nature of its operations. These controls are
designed to ensure the accuracy and reliability of
financial reporting, compliance with applicable laws
and regulations, safeguarding of assets, and efficient
conduct of business operations.

The internal control systems are regularly reviewed
by the Internal Auditors and monitored by the Audit
Committee. No material weaknesses were observed
during the year, and based on evaluations by the
management, internal and statutory auditors, the
Board is of the opinion that the internal financial
controls were adequate and operating effectively
during the financial year 2024-25.

28. RISK MANAGEMENT:

The Company has established a robust Risk
Management framework to identify, assess, and
mitigate various risks associated with its business
operations. This framework enables proactive
monitoring and control of potential threats across
financial, operational, strategic, and compliance
areas.

Key business risks are regularly reviewed by the
management and, where necessary, mitigation
strategies are implemented. The Company ensures
that risk management is integrated into key decision¬
making processes.

The Board of Directors periodically reviews the risk
management practices and ensures that appropriate
systems are in place to manage identified risks
effectively. Some of the risks that may pose
challenges are set out in the Management Discussion
and Analysis Report, which forms part of this Annual
Report.

29. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under
Para C of the Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015 (‘LODR)' are not applicable to the Company
pursuant to Regulation 15(2) of the LODR as the
Company is listed on the SME Exchange.

30 LISTING STATUS:

The Company's equity shares are listed on SME
Platform of National Stock Exchange of India Limited
("NSE EMERGE”). The Company has paid the listing
fees to National Stock Exchange of India Limited for
the financial year 2025-26.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is in compliance with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and
Rules made thereunder.

During the year under review, the following is the
summary of Sexual Harassment complaints received
and disposed of during the year under review.

Number of complaints pending as on the beginning
of the financial year - Nil

Number of complaints filed during the financial year
- Nil

Number of complaints pending at the end of the
financial year - Nil

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism
and accordingly framed a Whistle Blower Policy.
The policy enables the employees to report to the
management instances of unethical behaviour actual
or suspected fraud or violation of Company's Code
of Conduct.

Further the mechanism adopted by the Company
encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe
guards against victimization of the Whistle Blower
who avails of such mechanism and also provides
for direct access to the Chairman of the Audit
Committee in exceptional cases. The functioning of
vigil mechanism is reviewed by the Audit Committee
from time to time.

None of the Whistle blowers has been denied access
to the Audit Committee of the Board.

The Whistle Blower Policy of the Company is
available on the website of the Company.

33. MATERNITY BENEFITS ACT, 1961:

During the year under review the company has
complied with all applicable provisions of the
Maternity Benefit Act, 1961. All eligible employees
have been extended the prescribed benefits
in accordance with the law, and the Company
continues to uphold its commitment to the health

and well-being of its women employees during and

after maternity.

34.OTHER DISCLOSURES:

1. The Company does not have any Employee
Stock Option Scheme & Employee Stock
Purchase Scheme for its Employees/ Directors.

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

3. The Company has complied with Secretarial
Standards, i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors and General
Meetings, issued by the Institute of Company
Secretaries of India.

4. There were no significant or material orders
passed by the regulators or courts or tribunals
which could impact the going concern status of
the Company and its future operations.

5. Pursuant to Section 197(14) of the Act, the
Managing Director of the Company did not
receive any remuneration or commission from
its subsidiaries/ holding company.

6. There are no applications made or proceedings
pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

7. The Company has not entered into one
time settlement with any Banks or Financial
Institutions during the year. Hence, disclosure

pertaining to difference between amount of
the valuation done at the time of one-time
settlement and the valuation done while taking
loan is not applicable.

35. ACKNOWLEDGEMENT:

The Directors wish to express their sincere gratitude
for the continued cooperation and support extended
to the Company by government authorities,
customers, vendors, regulators, banks, financial
institutions, rating agencies, stock exchanges,
depositories, auditors, legal advisors, consultants,
business associates, members, and other stakeholders
throughout the year. The Directors also wish to
acknowledge and appreciate the dedication, hard
work, and confidence demonstrated by employees
at all levels, which have been vital to the Company's
progress and success.

For Zenith Drugs Limited

Sandeep Bhardwaj

Managing Director
(DIN: 00539347)

Date: 04/09/2025
Place: Depalpur

Bhupesh Soni

Director

(DIN: 00539355)