Directors Report of Zenith Drugs Ltd.

Mar 31, 2025

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:

Particulars	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
Revenue from operations	13332.00	13161.97
Other Income	260.57	212.22
Total Expenses [excluding interest & depreciation]	11974.15	11459.32
Profit before Interest, Depreciation & Tax	1618.42	1914.87
Less: Depreciation	296.63	130.23
Less: Finance Cost	371.08	299.71
Profit / (Loss) Before Tax	950.71	1484.93
Less: Extraordinary Items	24.64	155.70
Less: Tax Expenses
1. Current Tax	237.25	384.94
2. Deferred Tax	5.40	-23.77
3. Earlier Year Tax Expense	-32.64	14.37
Net Profit / (Loss) after Tax	716.06	953.69

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:

Original Object	Modified Object, If Any	Original Allocation	Modified Allocation, if any	Funds Utilized	Balance	Amount of Deviation / Variation for the	Remarks if any
						quarter according to applicable object
Purchase of Machinery &Equipment for Setting up New Unit	NA	1060.99	NA	1060.99	0.00	NA	No deviation from object
Existing Manufacturing Block Up gradation	NA	210.59	NA	210.59	0.00	NA	No deviation from object
Working Capital Requirements	NA	1440.00	NA	1440.00	0.00	NA	No deviation from object
General corporate purposes (GCP)	NA	883.91	NA	883.91	0.00	NA	No deviation from object. The amount has been fully utilized for Working Capital Requirements, in
							Accordance with the Board Resolution passed on May 29, 2024.

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:

Financial	Date of Declaration	Due Date for
S.No.
year	of Dividend	Transfer to IEPF
1 2023-2024	25th September,	24th October,
	2024	2031

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:

S. No.	Name	Category	Designation
1	Mr. Sandeep Bhardwaj	Executive Director	Managing Director
2	Mr. Bhupesh Soni	Executive Director	Director
3	Mr. Ajay Singh Dassundi	Executive Director	Director
		Non-
4	Mr. Anil Malik	Executive	Director
		Director
5	Mr. Deendayal Kumawat	Independent Director	Independent Director
6	Mrs. Ranjana Sureshkumar Sehgal	Independent Director	Independent Director

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):

S. No.	Name of the KMP	Designation
1	Mr. Neeraj Pandey	CFO
2	Ms. Sakshi Bhawsar	Company Secretary & Compliance Officer

Independent Directors:

S.	Name of the	Date of	Date of
No.	Director	Appointment	Resignation
1	Mrs. Ranjana Sureshkumar Sehgal (DIN: 01979256)	16/09/2023	-
	Mr. Deendayal
2	Kumawat (DIN: 10332223)	25/09/2023	-

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:

S. No.	Date of Meeting	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	% of Attendance
1.	17/04/2024	8	8	100%
2.	29/05/2024	8	8	100%
3.	08/08/2024	8	8	100%
4.	31/08/2024	8	8	100%
5.	30/09/2024	8	8	100%
6.	14/11/2024	8	8	100%
7.	29/01/2025	8	8	100%
8.	26/03/2025	8	8	100%

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:

Name of the Director	Designation	Nature of Directorship
Mr. Deendayal	Chairman	Independent
Kumawat		Director
Mrs. Ranjana	Member	Independent
Sureshkumar Sehgal		Director
Mr. Sandeep	Member	Managing
Bhardwaj		Director

S. No.	Date of Meeting	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	% of Attendance
1.	17/04/2024	3	3	100%
2.	31/08/2024	3	3	100%

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:

S. No.	Date of Meeting	Number of Board Meetings Eligible to attend	Number of Board % of Attendance Meetings attended
1.	17/04/2024	3	3	100%
2.	29/05/2024	3	3	100%
3.	31/08/2024	3	3	100%
4.	14/11/2024	3	3	100%
5.	29/01/2025	3	3	100%

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:

Name of the Director	Designation	Nature of Directorship
Mrs. Ranjana
Sureshkumar	Chairman	Independent Director
Sehgal
Mr. Deendayal Kumawat	Member	Independent Director
Mr. Anil Malik	Member	Non-Executive Director

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:

Name of the Director	Designation	Nature of Directorship
Mr. Deendayal
	Chairman	Independent Director
Kumawat
Mrs. Ranjana Sureshkumar Sehgal	Member	Independent Director
Mr. Bhupesh Soni	Member	Executive Director

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:

		Number of	Number
S.	Date of	Board Meetings	of Board	% of
No.	Meeting	Eligible to	Meetings	Attendance
		attend	attended
1.	29/01/2025	3	3	100%

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

Name of the Director	Designation	Nature of Directorship
Mr. Deendayal Kumawat	Chairman	Independent Director
Mr. Anil Malik	Member	Non-Executive Director
Mr. Sandeep Bhardwaj	Member	Managing Director
Mrs. Ranjana Sureshkumar Sehgal (w.e.f. 29/01/2025)	Member	Independent Director

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:

Date of S. No. Meeting	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	% of Attendance
1. 29/01/2025	3	3	100%

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:

S. No. Auditors Remarks	Board’s Reply
It was noted that the company failed to submit the Annual Report as required by Regulation 34 of SEBI (Listing Obligations 1. and Disclosure Requirements) Regulations, 2015, within the stipulated time. The NSE imposed a nominal penalty of ?60,000 18% GST.	The company recognizes that the submission was delayed. However, to address this, the company has already paid the fine of Rs. 60,000 GST, demonstrating its commitment to compliance and prompt resolution of the issue.

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:

Steps taken or impact on conservation
of energy The Company is committed to energy conservation and continually works
to reduce consumption across its Steps taken by manufacturing operations. During the the company year, solar panels were installed at the for utilizing manufacturing facilities to harness alternate renewable energy, reduce reliance on sources of conventional power, and lower energy energy costs. This initiative supports the Company''s
commitment to sustainability by decreasing
greenhouse gas emissions and minimizing its Capital environmental impact. investment
on energy conservation equipment
ii. Technology Absorption:
Efforts made towards technology absorption
Benefits derived like product improvement, cost reduction, product Nil	Nil
development or import substitution
In case of imported technology (imported during the last
three years reckoned from the
beginning of the financial year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and	Not Applicable
the reasons thereof
Expenditure incurred on Research and Development	Nil

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:

S. No.	Particulars	(Amount in Lacs)
(a)	Foreign exchange earnings	34.39
(b)	Foreign exchange outgo	0.00

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)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 24^th Annual Report of Zenith Drugs Limited ("The Company"), accompanied by the Audited Financial Statements for the fiscal year ending March 31, 2024.

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 Standalone & Consolidated financial performance of the company for the financial year ended March 31, 2024 are summarised below:

(Amount in Lacs)

	Standalone Basis		Consolidated Basis
	For the	For the	For the	For the
Particulars	Year	Year	Year	Year
	Ended	Ended	Ended	Ended
	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Revenue from operations	13161.97	11451.91	13161.97	11451.91
Other Income	212.22	123.92	212.22	123.92
Total Expenses [excluding interest & depreciation]	11469.78	10548.77	11470.46	10546.90
Profit before Interest, Depreciation & Tax	1904.41	1027.06	1903.73	1028.93
Less: Depreciation	130.23	130.46	130.31	130.54
Less: Finance Cost	299.71	230.85	299.73	232.72
Profit / (Loss) Before Tax	1474.47	665.75	1473.69	665.66
Extraordinary Items	-145.25	0.00	-129.40	0.00
Less: Tax Expenses
1. Current Tax	384.94	175.81	389.04	175.81
2. Deferred Tax	-9.40	1.83	9.40	-1.83
Net Profit / (Loss) after Tax	953.68	488.11	964.65	488.02

2. STATE OF COMPANY''S AFFAIRS / FUTURE OUTLOOK:

Standalone Performance

During the year under review, your Company has achieved total income and net profit of Rs. 13374.19 Lacs and Rs. 953.68 Lacs respectively as against total revenue and net profit of

Rs. 11575.83 Lacs and Rs. 488.11 Lacs respectively during the previous financial year ended 31^st March, 2023.

Consolidated Performance

During the year under review, your Company has achieved total income and net profit of Rs. 13374.19 Lacs and Rs. 964.65 Lacs respectively as against total revenue and net profit of Rs. 11575.83 Lacs and Rs. 488.02 Lacs respectively during the previous financial year ended 31^st March, 2023.

The Company is focussed on actions to secure the long term growth and sustainability of the Company as there is visibility on customer order flow for the short term, and processes are in place to ensure short-term execution. Project management will be critical to ensure delivery of projects and new products, as it will also be key to ensuring cost improvement programs and other strategic initiatives are on track. The Company will continue to keep quality at the top of the agenda, though it focuses on deepening current relationships and attracting new customers. The Company is continuously taking actions across the complete spectrum of the value chain to ensure it delivers value to all stakeholders and is one of the leading API partners of choice.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as "Listing Regulations"), and the relevant provisions of the Companies Act, 2013, including the rules issued thereunder, the Consolidated Financial Statements for the financial year 2023-24 have been prepared. These statements comply with the Companies Act, 2013 and are based on the audited financial statements of the Company and its subsidiaries, as approved by their respective Boards of Directors. The Consolidated Financial Statements, along with the Auditor''s Report, are included as part of this Annual Report.

4. TRANSFER TO RESERVES AND IPO PROCEEDS UTILIZATION:

During the year ended 31st March 2024, the Company had completed the Initial Public Offer (IPO) of its equity shares comprising a fresh issue of 51,48,800 equity shares having a face value of Rs 10/- each at an offer price of Rs. 79/- per share aggregating to Rs. 4067.55 Lacs. Pursuant to the IPO, the Company incurred Rs. 486.83 Lacs as IPO related expenses (excluding taxes) which have been adjusted against securities premium. The utilisation of IPO proceeds out of fresh issue is summarized below:

Original Object	Modified Object, If Any	Original Allocation	Modified Allocation, if any	Funds Utilized	Balance	Amount of Deviation / Variation for the quarter according to applicable object	Remarks if any
Purchase of Machinery &Equipment for Setting up New Unit	NA	1060.99	NA	214.00	846.99	NA	No deviation from object
Existing Manufacturing Block Up gradation	NA	210.59	NA	3.44	207.15	NA	No deviation from object
Working Capital Requirements	NA	1440.00	NA	2014.11	0.00	-574.11	Deviation in the amount of funds actually utilized as against which was originally disclosed
General corporate purposes (GCP)	NA	883.91	NA	574.11	309.80	0.00	No deviation from object

The amount transferred to reserves is summarized below:

(Amount in Lacs)

Particulars of Securities Premium Account	As at March 31, 2024	As at March 31, 2023
Balance as at the beginning of the year	20.00	20.00
Add: Share Premium (51,48,800*69)	3552.67	-
Less: IPO Expense	486.83	-
Total	3065.84	20.00

5. DIVIDEND:

On May 29, 2024, the Board of Directors recommended a dividend of Rs. 0.5 (Fifty Paise) per equity share on 1,71,48,800 equity shares having face value of Rs. 10/- each (i.e. 5%) for the financial year ended March 31, 2024. The dividend is subject to approval by the members at the upcoming Annual General Meeting ("AGM").

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 applies. As such no particulars required under Rule 8 (5)(v) of the Companies (Accounts) Rules 2014 are given.

As on 31^st March 2024, the company has outstanding unsecured loan of Rs. 465.74 Lacs, from the

Directors / related parties.

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 period under review, the following material changes have significantly impacted the company''s financial position:

Conversion of company from Private Limited to Public Limited

With a view to offer the equity shares of the Company to public, the Company was converted from "Private Limited" to "Public Limited" and consequently the name of the Company be changed from ''Zenith Drugs Private Limited'' to ''Zenith Drugs Limited'' by deleting the word "Private" from the name of the Company at the Extra-Ordinary General Meeting of the Company held on September 05, 2023. The Registrar of Companies, issued a fresh certificate of incorporation consequent upon conversion to public company on September 13, 2023.

Initial Public Offer:

During the Financial Year under review, your Company offered and issued 51,48,800 equity shares of Rs. 10/- each to the public at a premium of Rs. 69/- per share to raise Rs. 4067.55 Lacs. The issue received an exceptional response, with substantial oversubscription across all categories. The retail category was subscribed 139.28 times, the Qualified Institutional Buyers (QIB) category was subscribed 106.72 times, and the Non-Institutional Investors (NII) category was subscribed 368.77 times. The Company''s equity shares were officially listed on NSE Emerge effective February 27, 2024.

9. SHARE CAPITAL:

During the year under review, the company increased the Authorized Share Capital from existing Rs. 2,40,00,000/- (Rupees Two Crore Forty Lacs) divided into 24,00,000 (Twenty-Four Lacs) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 22,40,00,000/- (Rupees Twenty-Two Crore Forty Lacs) divided into 2,24,00,000 (Two Crore Twenty-Four Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each.

The paid-up Equity share capital of Company as on 31st March 2024 is Rs. 17,14,88,000/- (Seventeen Crore Fourteen Lacs Eighty-Eight Thousand) divided into 1,71,48,800 (One Crore Seventy-One Lacs Forty-Eight Thousand Eight Hundred) equity shares of Rs. 10/- (Rupees Ten) each. During the year under review, the paid-up capital has increased via following events:

a. Bonus Shares:

As approved by the members in the Extra-Ordinary Meeting of the company held on September 16, 2023, during the financial year the company has issued 1,16,00,000 (One Crore Sixteen Lacs) equity shares of Rs. 10/- (Rupees Ten) each as bonus shares in the ratio of 29:1 to the existing shareholders by capitalization of reserves.

b. Fresh Issue of Shares:

During the year under review, Company came up with its Initial Public Offer of 51,48,800 (Fifty One Lacs Forty Eight Thousand Eight Hundred) equity shares at Rs. 79/- (including premium of Rs. 69/) total amount aggregating to Rs. 40,67,55,200/- was raised from the Initial public offer. The Board approved the allotment of total 51,48,800 equity shares of the Company on February 23, 2024. Equity shares, aggregating to 1,71,48,800 equity shares were listed on the NSE SME platform of NSE Emerge on February 27, 2024.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COM-

PANIES:

The Company has following subsidiaries, joint ventures or associate companies:

S.No.	Particulars	Subsidiary/ Joint Venture / Associate Companies
1.	MY Med Private Limited	Subsidiary

No company has become or ceased to be the Company''s subsidiaries, joint ventures or associate companies during the year under review.

Further, a statement containing the salient features of the financial statement of subsidiary in the prescribed format AOC1 is annexed to this Directors'' Report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

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:

S. No.	Name	Category	Designation
1	Mr. Sandeep Bhardwaj	Executive Director	Managing Director
2	Mr. Bhupesh Soni	Executive Director	Director
3	Mr. Ajay Singh Dassundi	Executive Director	Director
4	Mr. Anil Malik	Non-Executive Director	Director
5	Mr. Deendayal Kumawat	Independent Director	Independent Director
6	Ms. Ranjana Sureshkumar Sehgal	Independent Director	Independent Director

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 Board Composition:

• In the Board Meeting held on 16th September, 2023:

Mr. Sandeep Bhardwaj (DIN: 00539347) was appointed as the Chief Financial Officer of the Company and Ms.Sakshi Bhawsar as the Company Secretary and Compliance officer of the Company, with effect from September 16, 2023.

Mr. Poonam Chand Sharma (DIN: 08401212), Director was resigned from the Board of the Company with effect from September 16, 2023.

• In the Extra-Ordinary General Meeting held on 16th September, 2023:

Mr. Sandeep Bhardwaj (DIN: 00539347) was appointed as Managing Director and Ms. Ranjana Sureshkumar Sehgal (DIN: 01979256) as an Independent Non-Executive Director of the Company, for a period of 5 (Five) years with effect from September 16, 2023.

• In the Annual General Meeting held on 25th September, 2023:

Mr. Deendayal Kumawat (DIN: 10332223) was appointed as an Independent Non-Executive Director of the Company for a period of 5 (Five) years and Mr. Anil Malik (DIN: 07192307) was appointed as a Non-Executive Director of the Company, with effect from September 25, 2023.

• 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.

Appointment / Retirement by rotation and subsequent re-appointment:

• Mr. Bhupesh Soni (DIN: 00539355), 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 24th Annual General Meeting.

Kev Managerial Personnel (KMP):

S.No.

Name of the KMP

Designation

1	Mr. Neeraj Pandey	CFO
2	Ms. Sakshi Bhawsar	Company Secretary & Compliance Officer

IndeDendent Directors:

S.No.	Name of the Director	Date of Appointment	Date of Resignation
1	Ms. Ranjana Sureshkumar Sehgal (DIN: 01979256)	16/09/2023	-
2	Mr. Deendayal Kumawat (DIN: 10332223)	25/09/2023	-

Board Meetings:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company duly met 16 (Sixteen) 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 review is as mentioned hereunder:

The details of attendance of each Director at the Board Meetings are as given below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Sandeep Bhardwaj	31/10/2003	-	16	16
Bhupesh Soni	15/03/2001	-	16	16
Ajay Singh Dassundi	25/06/2015	-	16	16
Deendayal Kumawat	25/09/2023	-	8	1
Anil Malik	25/09/2023	-	8	1
Ranjana Sureshkumar Sehgal	16/09/2023	-	9	1
Poonam Chand Sharma	30/03/2019	16/09/2023	7	7

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:

AUDIT COMMITTEE

As on 31st March 2024, the Audit Committee comprised of the following Members:

DIN	Name of the Director	Designation in Committee	Nature of Directorship
10332223	Mr. Deendayal Kumawat	Chairman	Independent Director
01979256	Ms. Ranjana Sureshkumar Sehgal	Member	Independent Director
00539347	Mr. Sandeep Bhardwaj	Member	Managing Director

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 31^st March 2024, the Nomination and Remuneration Committee comprised of the following Members:

DIN	Name of the Director	Designation in Committee	Nature of Directorship
01979256	Ms. Ranjana Sureshkumar Sehgal	Chairman	Independent Director
10332223	Mr. Deendayal Kumawat	Member	Independent Director
07192307	Mr. Anil Malik	Member	Non-Executive Director

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 31^st March 2024, the Stakeholder Relationship Committee comprised of following Members:

DIN

Name of the Director

Designation in Committee

Nature of Directorship

10332223	Mr. Deendayal Kumawat	Chairman	Independent Director
01979256	Ms. Ranjana Sureshkumar Sehgal	Member	Independent Director
00539355	Mr. Bhupesh Soni	Member	Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31^st March, 2024, the Corporate Social Responsibility Committee comprised of following Members:

DIN	Name of the Director	Designation in Committee	Nature of Directorship
10332223	Mr. Deendayal Kumawat	Chairman	Independent Director
07192307	Mr. Anil Malik	Member	Non-Executive Director
00539347	Mr. Sandeep Bhardwaj	Member	Managing Director

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 of Directors of your Company carried out a formal annual evaluation of its own performance and of its committees and individual directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of making the best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated on parameters which, inter alia, comprised of, level of engagement, their contribution to strategic planning, and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The performance of the committees was evaluated by the Board after seeking inputs from the respective Committee members on the basis of criteria such as the composition of committees, effectiveness of the committees, structure of the committees and meetings, contribution of the committees, etc. The Board evaluated the performance of the individual director based on the criteria as per the aforesaid Guidance Note of SEBI and evaluation criteria framed by the Nomination and Remuneration Committee.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)

(b) of the Listing Regulations. Based on the declarations submitted by the Independent Directors, Board is of the opinion that the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the Management.

Independent Directors have also confirmed of having complied with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, by including/ registering their names in the data bank of Independent Directors maintained with Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required to effectively discharge their roles and

responsibilities in directing and guiding the affairs of the Company.

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. 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.

18. AUDIT AND AUDITORS:

i. Statutory Auditors and their report:

The Members of the Company, at the 20th Annual General Meeting ("AGM") of the Company held on December 31, 2020, had approved the appointment of M/s. VDS & Co., Chartered Accountants, Indore (Firm Registration No. 004029C), as Statutory Auditors of the Company, to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2025. The Company has received a certificate from the auditors confirming their eligibility and willingness for their appointment and affirmation that the appointment is in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS:

S N0 Auditors Remarks Board''s Reply

1.	Other Matters: Separate bank account not opened to keep IPO proceeds as required.	Company has fully utilized IPO proceed on or before 30th June, 2024.
2.	Other Matters: As per proposed schedule of implementation and deployment of net proceeds mentioned in prospectus. There is variation in the utilization of IPO proceeds, the amount allocated towards General Corporate Purpose is used towards working capital (another objective in schedule) without passing resolution in the Board Meeting. Details of variation provided in notes to financial reporting.	IPO proceeds allocated to general corporate purpose has been used in working capital requirement (which is also one of the objective/purposes of the IPO) to the extent of Rs.574.11 Lakhs. In the Board Meeting convened on 29/05/2024, a resolution was passed formally ratifying the reallocation of funds towards working capital.
3.	Other Matters: Ministry of Corporate Affair showing status of company as unlisted	The company has filed a complaint with the Ministry of Corporate Affairs (MCA) requesting an update to the Master Data. The resolution provided is that when filing Form MGT-7 (Annual Return), the field "Whether shares listed on recognized Stock Exchange(s)" should be marked as ''YES''. This will ensure that the Corporate Identification Number (CIN) is updated to reflect that the company is listed.
4	Annexure ''A'' to the Independent Auditor''s Report: The quarterly returns or statements filed by the company with banks are not in the agreement with the books of accounts of the company.	The statements filed with the banks are based on financial statements which are prepared on provisional basis.

ii. Secretarial Auditors and their 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.

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, 2024 and their report in Form MR-3 are annexed to this Directors'' Report.

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

S. No.	Auditors Remarks	Board''s Reply
1.	It was noted that the company failed to submit the voting results in XBRL format as required by Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, within the stipulated 2 working days. The NSE imposed a penalty of Rs. 10,000.00 GST.	The company recognizes that the submission was delayed by one day. However, to address this, the company has already paid the fine of Rs. 10,000.00 GST, demonstrating its commitment to compliance and prompt resolution of the issue.
2.	It was observed that the company omitted one page of the cash flow statement from Financial Results for the half year ended and financial year ended on March 31, 2024, in PDF format as required by Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As a consequence, the NSE imposed a penalty of Rs. 70,000.00 GST.	The company requested a penalty waiver, asserting that it complied fully by submitting the complete financial results in XBRL format within 24 hours of the initial PDF submission. It has adhered to all filing regulations and has not demonstrated any non-compliance or delays.

iii. Internal Auditors

Internal Audit for the Financial Year 2023-24 was conducted by M/s. Jain Arora and Associates, Chartered Accountants, Indore (Firm Registration No. 017967C). The idea behind conducting Internal Audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditors reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

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, your 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 2023-24.

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, 2025 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 2023-24 will be filed with the Central Government within the stipulated timeline.

19. 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.

20. 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.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013, the details of which have been stated aforesaid in this Board Report. The Company has adopted its Corporate Social Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, as applicable, from time to time. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The same is uploaded and available on the website of the Company and the web link of the same is www. zenithdrugs.com.

As per the provisions of Section 135 of the Act and the Rules made thereunder, the Company was required to spend ? 10,43,874/- for the financial year 2023-24, i.e., at least 2% of the average net profits of the Company made during the three immediately preceding financial years. The Company, however, spent an amount of ? 10,45,000/- towards CSR activities during the financial year 2023-24.

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.

22. 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.

23. 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 Standalone 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.

24. 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 Compa-

ny. 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.

25. 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:

Steps taken or impact on conservation of energy	The Company lays great emphasis on saving consumption of energy. Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation equipment	loss of energy, wherever possible.

ii. Technology Absorption:

Efforts made towards technology absorption

Benefits derived like product improvement, cost reduction, product Nil ^Nil development or import substitution

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Details of technology imported Nil

Year of import Not Applicable

Whether the technology has been fully absorbed Not Applicable

If not fully absorbed, areas where absorption has not taken place, and

Not Applicable

the reasons thereof

Expenditure incurred on Research and Development Nil

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:

S. No.	Particulars	(Amount in Lacs)
(a)	Foreign exchange earnings	14.40
(b)	Foreign exchange outgo	0.00

26. INTERNAL FINANCIAL CONTROLS:

The Company has established a robust internal financial control system appropriate to its size and business nature, and is committed to continually enhancing these control processes. These systems offer reasonable assurance regarding the accuracy of financial and operational information, compliance with applicable laws, protection of the Company''s assets, and adherence to corporate policies.

The internal financial controls are sufficient to ensure the accuracy and completeness of accounting records, timely and reliable financial reporting, prevention and detection of fraud and errors, and protection of assets. They also ensure that business operations are conducted in an orderly and efficient manner. The Audit Committee regularly assesses the adequacy of these controls. Throughout the year, the controls were tested, and no significant material weaknesses were identified. Additionally, the system guarantees that all transactions are properly authorized, recorded, and reported.

27. RISK MANAGEMENT:

The Company has established a Risk Management policy to address business-related risks, including those from new products, information security, and digitization. A comprehensive risk management framework is in place to identify, monitor, and mitigate risks, with ongoing evaluation and remediation efforts. Internal controls and periodic audits ensure reliable financial reporting and legal compliance. The Company remains dedicated to a strong risk management framework, regularly reviewing and updating processes to promptly address emerging risks.

Our internal control encompasses various management systems, structures of organization, standards, and codes of conduct which are all put together to help manage the risks associated with the Company.

In order to ensure the internal control systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. 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.

28. 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.

29. 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 2024-25.

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

The Company is committed to provide a safe and secure working environment for all employees and create ambience in which all employees can work together without any apprehension of sexu-

al harassment.

In accordance with the requirements of the sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formulated and implemented a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. During the year under review, the Company has not received any complaint under the policy. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.

31. 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.

32. 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.

33. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued co-operation 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 during the year. The Directors

also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.

For Zenith Drugs Limited

Sd/- Sd/-

Sandeep Bhardwaj Bhupesh Soni

Managing Director Director

(DIN:00539347) (DIN:00539355)

Date: 31/08/2024 Place: Indore