Directors Report of Zota Healthcare Ltd.

Mar 31, 2024

Your directors are glad to present the Annual Report of the Company, accompanying the Audited statement of Accounts for the financial year ended March 31,2024.

CORPORATE INFORMATION

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

FINANCIAL RESULTS

DIVIDEND

The Board of Directors are gratified to recommend the final dividend at the rate of 10% i.e. Re.1/- per equity share for the financial year 2023-24. The dividend will be paid to all the entitled members within the time frame as specified in the Companies Act, 2013; if the same be approved in this Annual General Meeting.

INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year ended March 31, 2024; the Company has transferred '' 24,742/- to the Investor and Education Protection Fund (''IEPF'') in respect of the unclaimed dividend of Company for financial year 2015-16. Further, there were no shares on which dividend has been unclaimed/unpaid for seven consecutive years; hence no shares were liable to be transferred to the IEPF Authority.

TRANSFER TO RESERVE

Considering the financial position of the Company; Company has not transferred any amount to its General Reserve for the financial year 2023-24.

STATEMENT OF COMPANY''S AFFAIRS

The fiscal year 2023-24 has remained intact and inline with the growth prospects set out in the fiscal year 2023-24. With the aim of providing affordable medicines to the masses, during the year the Company has expanded its footprint of Davaindia stores across India with 880 stores with the blend of Franchisee Owned Franchisee Operation (FOFO) stores and Company Owned Company Operated (COCO) stores, which are being operated by our wholly owned subsidiary, M/s Davaindia Health Mart Limited. The Company has entirely shifted dispatch to the new third-party state-of-art modern central warehouse which helps the Company to have a competitive edge and now onwards delivering our goods to the customers at shorter period of time.

During the fiscal year 2023-24 the overall performance of the Company has improved. The Revenues from operations in financial year 2023-24 grew by 20.40% YoY and stood at '' 16658.50 lakhs driven by higher revenue growth of Davaindia.

During the year, Revenues from Davaindia has been grew by 65.40% YoY and Revenues from Domestic business has remained subdued and the same has been declined marginally by (4.40%) on YoY basis. Revenue of Export business has been declined by

('' in Lakhs)
Particulars	Standalone		Consolidated
	For the year ended 31-03-2024	For the year ended 31-03-2023	For the year ended 31-03-2024	For the year ended 31-03-2023
Revenue from operations	16658.50	13836.60	18048.85	13995.69
Other Income	205.19	255.87	115.61	195.61
Profit/(loss) before tax and Exceptional Items	490.61	808.50	(1616.29)	(522.89)
Exceptional Items	0	53.79	0	53.79
Profit/(loss) before Taxation	490.61	862.29	(1616.29)	(469.10)
Income Tax	146.8	204.68	146.8	204.69
Deferred Tax	(5.82)	1.75	328.30	96.51
Profit after Taxation	337.99	659.35	(1434.79)	(577.28)

(18.8%) on YoY basis. During the year, EBITDA stood at 827.81 lakhs as compared to '' 1056.81 lakhs during the preceding financial year. PAT stood at '' 337.99 lakhs as compared to '' 659.4 lakhs during the preceding financial year due to high operation expenses of Davaindia. Performance of various business verticals of the Company during financial year 2023-24 is as below:

at '' 253.90 lakhs with the margins of 12.67% and PAT

at '' 117.92 lakhs for FY24 as compared to '' 326.84

lakhs in the preceding financial year.

DAVAINDIA¹:

â¢ During the FY24 Revenues from Davaindia operations has grown 65.40% on YoY at '' 8965.6 lakhs.

â¢ The Gross Merchandise Value for the FY24 was at '' 13,766 lakhs.

â¢ Davaindia has led the revolution of patients opting for generic medicines against branded counterparts. As of FY24, Davaindia has catered to more than 15.1 million happy customers.

â¢ Davaindia expansions continues, in FY24 taking the total operational stores count to 880 which included 627 Franchisee Owned Franchisee Operated (FOFO) and 253 Company Owned Company Operated (COCO) stores, which are being operated by M/s Davaindia Health Mart Limited, the wholly owned subsidiary of the Company.

â¢ A higher number of ~ 2,000 SKU''s with around 100% of Private Label Products has enabled Davaindia to better serve customers across all segments.

â¢ With a strong base of 80% repeat customer ratio, Davaindia demonstrate a high level of customer satisfaction and loyalty.

DOMESTIC BUSINESS¹:

During the year, with the larger store network of Franchisee Owned Franchisee Franchisee Operated (FOFO) stores and Company Owned Company Operated (COCO) stores, which are being operated by our wholly owned subsidiary Company, M/s Davaindia Health Mart Limited, huge product portfolio covering all therapeutic segments and OTC products and with ever increasing awareness of generic drugs have pushed sales of Davaindia resulted in increased sales of Davaindia, helps to improve the overall sales of Domestic business. During the year, domestic Revenue was up by 28.89% on YoY basis at '' 14654.98 lakhs. EBITDA was at '' 573.91 lakhs declined by (8.60%) due to higher operational expenses of Davaindia and PAT was at '' 205.73 lakhs in FY24 as compared to '' 329.55 lakhs in the preceding financial year.

*Here, Domestic business includes operations of DAVAINDIA.

EXPORT BUSINESS:

During the year, the revenue from Export business has been declined by 18.78% at '' 2003.52 lakhs. EBITDA

â¢ The Company has adopted various ATL & BTL marketing activities to increase top of the mind brand recall in the minds of the customers along with this the Company keep adding new SKUs covering wide range of OTC products as well so the customers could have all they wants under a single roof. This exercise that begun to gain traction and has witnessed higher footfall. Thus increasing its Gross Merchandise Value (GMV) and number of customers severed; the QoQ basis details of the same during the FY24 are as below:

Particulars	Quarter Ended
	Q1-FY24	Q2-FY24 Q3-FY24	Q4-FY24
GMV (in '' Lakhs)	2808	3159 3674	4125
No. of Customers Served (in Lakhs)	10.2	12.2 13.5	15.8
Note: Figures shown herein above included operation of FOFO & COCO stores.

â¢ During the FY24 55% of the Davaindia revenue has been generated by selling of Chronic medicines as the Company''s pronounced emphasis is placed on chronic therapies and ailments such as cardiac, diabetic, thyroid, and neuropsychiatric, resonating with the core healthcare needs of our customers, 25% of the revenue has been generated by selling of OTC products and remaining 20% of the Davaindia revenue has been generated by other product mix.

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

After completion of financial year, pursuant to the receipt of balance money of 75% of the warrant issue price, the Company has on April 06, 2024 allotted 6,79,500 equity shares upon conversion of warrants of the Company of face value of '' 10/- each to 13 Warrant Holders out of 14 Warrant Holders through Preferential Allotment. And pursuant to the receipt of balance money of 75% of the warrant issue price from 1 Warrant Holder, the Company has on May 07, 2024 allotted 7,500 equity shares upon conversion of warrants of the Company of face value of '' 10/- each to that remaining 1 warrant holder through Preferential Allotment. Consequently paid up share capital of the Company has been increased from 25,84,73,270 to 26,53,43,270.

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

Further, after completion of the financial year, the authorised share capital of the Company has been increased from the present '' 30,00,00,000 divided into 3,00,00,000 equity shares of '' 10/- each to '' 35,00,00,000 divided into 3,50,00,000 equity shares of '' 10/- each.

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

ANNUAL RETURN

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

AUDITOR''S AND AUDITOR''S REPORT

M/s Shivangi Parekh & Co, Chartered Accountants, were appointed as the Auditors of the Company for a term of 5 (five) consecutive years, at the 19^th Annual General Meeting held on September 21, 2019 and they have carried out Audit for the financial year 2023-24.

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

#Re-appointments of Mrs. Bhumi Maulik Doshi and Mr. Vitrag Sureshkuamr Modi have been made after the completion of financial year 2023-24; on May 29, 2024 for the further period of five consecutive years commencing from the expiry of their present term that is with effect from May 30, 2024 till May 29, 2029, further members of the Company through Postal ballot have approved their re- appointments on August 27, 2024.

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

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

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

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

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

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

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

MEETING OF THE BOARD OF DIRECTORS: The Board of Directors of the Company have met Thirteen (13) times during the year. Details of the same are stated as below:
Sr. No.	Date of Meeting	Board Strength	No. of Director Present
1	26/04/2023	10	10
2	30/05/2023	10	09
3	15/06/2023	10	10
4	18/07/2023	10	10
5	14/08/2023	10	10
6	26/08/2023	12	12
7	04/09/2023	12	12
8	10/11/2023	12	12
9	09/12/2023	12	12
10	27/12/2023	12	12
11	08/02/2024	12	12
12	04/03/2024	12	12
13	30/03/2024	12	12

DEPOSITS

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

RELATED PARTY TRANSACTION

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

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

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

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

LOANS, GUARANTEES AND INVESTMENT

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

CORPORATE SOCIAL RESPONSIBILITY âFinding ourselves in the service of societyâ

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

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

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

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

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

The Composition of the Committee is as follows:
Mr. Himanshu Muktilal Zota -	Chairman & Member
Mr. Ketankumar Chandulal Zota -	Member
Mrs. Varshabahen Gaurang Mehta -	Member

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

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	23/05/2023	3	3
2	01/07/2023	3	3

DECLARATION BY INDEPENDENT DIRECTORS

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

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

During the year, the members of Committee met four (4) times. Details of the Meetings are stated as below:
Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	30/05/2023	3	3
2	01/07/2023	3	3
3	03/08/2023	3	3
4	25/03/2024	3	3

Terms of Reference of the Committee

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

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

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

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

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

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

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

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

> devising a policy on diversity of board of directors.

> Regularly review the Human Resource function of the Company.

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

> Make reports to the Board as appropriate.

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

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

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

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

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

â¢ Remuneration to Executive Directors:

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

â¢ Remuneration to Non-Executive Directors:

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

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

AUDIT COMMITTEE:

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

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

During the year, Audit Committee has met five (5) times, details of the same are as stated below:
Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	30/05/2023	4	4
2	14/08/2023	4	4
3	10/11/2023	4	4
4	08/02/2024	4	4
5	30/03/2024	4	4

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

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

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

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	26/03/2024	3	3

INDEPENDENT DIRECTORS'' MEETING

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

VIGIL MECHANISM/WHISTLE BLOWER

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

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

RISK MANAGEMENT

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

BOARD EVALUATION

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

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

REPORTING OF FRAUD BY AUDITOR''S

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

CORPORATE GOVERNANCE:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

SECRETARIAL AUDITOR

from the PCS Ranjit Binod Kejriwal is attached as Annexure - 5. Report of the Secretarial Auditor is selfexplanatory and need not any further clarification.

SECRETARIAL AUDITOR REPORT OF UNLISTED MATERIAL SUBSIDIARY

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

COST AUDITOR

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

CEO & CFO CERTIFICATION

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

CODE OF CONDUCT

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

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

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

CERTIFICATE ON CORPORATE

GOVERNANCE

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

SHARE CAPITAL

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

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

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

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

UTILISATION OF FUNDS

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

The details of utilization of funds raised through preferential allotment as at March 31,2024 are as below:
Original Object	Original allocation ('' in Lakhs)	Funds Utilised ('' in Lakhs)
Expansion of DAVAINDIA Project	1821.41	1821.41
Working capital requirement	520.40	520.40
General Corporate Purpose	260.20	260.20

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

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

1) M/s DavaIndia Health Mart Limited

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

3) M/s Zota Nex Tech Limited

PERFORMANCE OF SUBSIDIARY COMPANIES Davaindia Health Mart Limited

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

Particulars Amount ('' in Lakhs)

total assets 12975.87

total revenues 4476.70

total net loss (1745.52)

Zota Healthcare Lanka (Pvt) Ltd

During the year under review Zota Healthcare Lanka (Pvt) Ltd has not commenced any commercial operations in

Sri Lanka and the financial performance of the same are as below:

Particulars Amount ('' in Lakhs)

total assets 0.37

total revenues 0.00

total net profit (0.16)

Zota Nex Tech Ltd

During the year, the Company has incorporated M/s Zota Nex Tech Ltd, as Wholly Owned Subsidiary (WOS) for

providing IT salutation to the parent Company and other clients. During the year under review, the said WOS has

not carried any commercial operation during the financial year 2023-24.

Particulars Amount ('' in Lakhs)

total assets 6.50

total revenues 0.00

total net profit (0.28)

CONSOLIDATED FINANCIAL STATEMENTS

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

M/s Zota Health Care Limited - Parent Company

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

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

MATERIAL SUBSIDIARY

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

Name of the	Date of	Place of	Name and Date of	Company''s Independent
Unlisted Material	Incorporation	Incorporation	Appointment of the	Director on the Unlisted
Subsidiary Company			Statutory Auditors	Material Subsidiary*
M/s Davaindia	January 01,	India	M/S Poonam Murarka	Mr. Vitrag Sureshkumar
Health Mart Limited	2020		& Associates, Chartered Accountant	Modi
			September 07, 2023
*The appointment of Mr. Vitrag Sureshkumar Modi is			pursuant to obligation under Regulation 24 of Listing
Regulations and has been made after the completion of financial year on August 28, 2024. The Policy on Material Subsidiary is available on the Company''s website and can be accessed from following link: http://www.zotahealthcare.com/wp-content/uploads/2019/08/Policy on Material Subsidiary.pdf.
The Secretarial Audit Report of our material subsidiary is forming part of this annual report.

GOVERNANCE OF SUBSIDIARY COMPANIES

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

ESOP PLAN

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

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

SECRETARIAL STANDARDS

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

BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORT

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

SEXUAL HARASSMENT OF WOMEN

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

OTHER DISCLOSURES

> There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

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

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

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

CYBER SECURITY INCIDENT

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

ACKNOWLEDGEMENT

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

Here, Davaindia operations includes operations of FOFO and COCO.

Mar 31, 2023

Your directors are glad to present the Annual Report of the Company, accompanying the Audited statement of Accounts for the financial year ended 31 March, 2023.

CORPORATE INFORMATION

FINANCIAL RESULTS

DIVIDEND

The Board of Directors are gratified to recommend the final dividend at the rate of 10% i.e. '' 1/- per equity share for the financial year 2022-23. The dividend will be paid to all the entitled members within the time frame as specified in the Companies Act, 2013; if the same be approved in this Annual General Meeting.

INVESTOR EDUCATION AND PROTECTION FUND

During the financial year ended 31 March, 2023; the Company has transferred '' 14,466/- to the Investor and Education Protection Fund (âIEPF'') in respect of the unclaimed dividend of Company for financial year 2014-15. Further, there were no shares on which dividend has been unclaimed/unpaid for seven consecutive years; hence no shares were liable to be transferred to the IEPF Authority.

TRANSFER TO RESERVE

Considering the financial position of the company; company has not transferred any amount to its General Reserve for the financial year 2022-23.

STATEMENT OF COMPANYâS AFFAIRS

The fiscal year 2022-23 has remained intact and in-line with the growth prospects set out in the fiscal year 2021-22. In light of the future requirements, the Company has improved the basic infrastructures which includes but not limited to shifting entire dispatch to the new third-party state-of-art modern central warehouse and plant upgradation exercise at Surat Special Economic Zone. The new central warehouse will helps company to take competitive edged in foreseeable future and deliver our goods to the customers at shorter period of time. Further, the

upgraded plant at SEZ Plant will boost manufacturing efficiency and will also help us to get EU GMP approved the plant.

Due to infrastructural improvements during the fiscal year 202223 the overall performance of the Company has remained flattish. The Revenues from operations in financial year 2022-23 grew by 5.2% YoY driven by higher revenue growth of Davaindia.

During the year, Revenues from Davaindia has been grew by 30.40% YoY and Revenues from Domestic business has remained subdued and the same has been declined marginally by (0.5%) on YoY basis. Revenue of Export business has been declined due to unviability of the plant due to plant upgradation exercise and the same has been declined by (18.1%) on YoY basis. During the year, EBITDA stood at 1056.81 Lakhs as compared to '' 1699.51 Lakhs during the preceding financial year. PAT stood at '' 659.4 Lakhs as compared to '' 1058.01 Lakhs during the preceding financial year due to high operation expenses of Davaindia. Performance of various business verticals of the Company during financial year 2022-23 is as below:

DOMESTIC BUSINESS*

During the year, with ever increasing awareness of generic drugs and larger network of Davaindia Generic Pharmacy Chain have pushed sales of Davaindia resulted in increased sales of Davaindia, helps to improve the overall sales of Domestic business. During the year, domestic Revenue was up by 12.14% on YoY basis at '' 11369.85 Lakhs. EBITDA was at '' 627.90 Lakhs due to optimized operational expenses of Davaindia and PAT was up by at '' 535.45 Lakhs in FY23.

*Here, Domestic business includes operations of DAVAINDIA.

('' in Lakhs)
Particulars	Standalone		Consolidated
	For The Year Ended 31 March, 2023	For The Year Ended 31 March, 2022	For The Year Ended 31 March, 2023	For The Year Ended 31 March, 2022
Revenue from operations	13836.60	13153.33	13995.69	13119.31
Other Income	255.87	164.56	195.61	163.04
Profit/ (loss) before tax and Exceptional Items	808.50	1419.14	(522.89)	1243.48
Exceptional Items	53.79	-	53.79	-
Profit/ (loss) before Taxation	862.29	1419.14	(469.10)	1243.48
Income Tax	204.68	368.84	204.69	368.85
Deferred Tax	1.75	7.71	96.51	16.13
Profit after Taxation	659.35	1058.01	577.28	890.76

EXPORT BUSINESS

During the year, the revenue from Export business has been declined on account of unviability of plant due to plant upgradation

exercise carried out during the Q3FY243 & Q4FY23. In FY 23 Exports Revenues decreased by 18.1% at '' 2466.75 Lakhs. EBITDA

at '' 428.91 Lakhs with healthy margins of 16.66% and PAT at '' 329.80 Lakhs for FY23.

DAVAINDIA

â¢ During the FY22 Revenues from Davaindia operations has grown 30.39% on YoY at '' 5419.4 Lakhs.

â¢ Davaindia has led the revolution of patients opting for generic medicines against branded counterparts. As of FY23, Davaindia has catered to more than 8.5 million happy customers.

â¢ Davaindia expansions continues, in FY23 taking the total operational stores count to 594 which included 493 Franchisee Owned Franchisee Operated (FOFO) and 101 Company Owned Company Operated (COCO) stores, which are being operated by M/s Davaindia Health Mart Limited, the wholly owned subsidiary of the Company.

â¢ A higher number of ~ 1,700 SKU''s with around 100% of Private Label Products has enabled Davaindia to better serve customers across all segments.

â¢ The company has adopted various marketing and communication channels like print, T.V and other mediums to increase top of the mind brand recall in the minds of the customers. This exercise that begun to gain traction and has witnessed wallet share increase among its users. Thus increasing its customer spends across varied price points. Quarter-wise number of customers severed and the average wallet spends have been increased QoQ basis during the FY23 are as below:

Particulars	Quarter Ended
	Q1-FY23 Q2-FY23	Q3-FY23	Q4-FY23
No. of Customers Served (in Lakhs)	6.4 7.6	8.6	9.4
Average Wallet Spends (?)	248 254	269	268
Note: Figures shown herein above included operation of FOFO & COCO stores.

COVID-19 IMPACT ON BUSINESS

The Company has made assessment of the possible effects of COVID-19 pandemic on its current and future operations, liquidity position and cash flow using internal and external sources of information. The Company is continuously monitoring the impact of COVID-19 and does not see any significant impact on its operations and financial position as at 31 March, 2023.

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

After completion of financial year on 18 July, 2023; the Company has issued and allotted 6,87,000 equity shares on preferential basis to the persons covered under non-promoter group category at the rate of '' 303/- per equity shares, which included premium of '' 293/- per equity share, on the same date the Company has also issued and allotted 6,87,000 fully convertible warrants at the issue price of '' 303/- out of which 25% upfront money i.e. 75.75/- per warrant has already been received by the Company, balance 75% payment against the warrant has to be received within 18 months from the date of allotment. On receipt of full amount of warrant issue price, the warrant will be convertible into fully paid up equity share capital. Apart from this there are no Material changes occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

ANNUAL RETURN

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

COMMENTS ON AUDITORâS REPORT

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

*Appointments of Mr. Laxmi Kant Sharma and Mr. Dhaval Chandubhai Patwa have been made after the completion of financial year 2022-23; on 26 August, 2023.

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this Annual General Meeting Mr. Himanshu Muktilal Zota, Whole-Time Director of the Company is liable to retire by rotation and being eligible to offer himself for re-appointment.

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

Name of Directors	Category & Designation
Mr. Moxesh Ketanbhai Zota	Managing Director
Mr. Himanshu Muktilal Zota	Whole-Time Director
Mr. Manukant Chandulal Zota	Whole-Time Director
Mr. Kamlesh Rajanikant Zota	Whole-Time Director
Mr. Viral Mandviwala	Chief Financial Officer
Mr. Ashvin Variya	Company Secretary
Dr. Sujit Paul	Chief Executive Officer
Dr. Sujit Paul as the Chief Executive Officer of the Company w.e.f. January 16, 2023. Apart from this during the year there was no change in the Key Managerial Personnel of the Company. \
MEETING OF THE BOARD OF DIRECTORS The Board of Directors of the company have met Six (6) times during the year. Details of the same are stated as below:
Sr. No. Date of Meeting	Board Strength	No. of Director Present
1 30/05/2022	10	10
2 13/08/2022	10	10
3 02/09/2022	10	10
4 14/11/2022	10	10
5 11/01/2023	10	10
6 13/02/2023	10	10

DEPOSITS

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

RELATED PARTY TRANSACTION

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties. The Material Related Party Transactions approved by the Members of the Company are also reviewed/monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.

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

LOANS, GUARANTEES AND INVESTMENT

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

CORPORATE SOCIAL RESPONSIBILITY âFinding ourselves in the service of societyâ

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

THE COMPANY DURING THE YEAR UNDER REVIEW YOUR COMPANY CONTINUED TO FOCUS ON THE ANIMAL WELFARE AND PROMOTING EDUCATION OBJECTIVES.

On the basis of receipt of recommendations from the Corporate Social Responsibility (''CSR'') Committee, the Board has framed the Corporate Social Responsibility Policy and adopted the same. The detailed CSR policy of the Company is available on the link: http://www. zotahealthcare.com/wp-content/uploads/2019/08/ Corporate_Social_Responsibility_Policy.pdf

The company has carried out varied CSR activities during the financial year 2022-23, the details of the same are as per Annexure -2. Corporate Social Responsibility Committee of the Board has met two (2) times during the last year. Details of the CSR committee meetings are stated as below:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	09/04/2022	3	3
2	29/07/2022	3	3

DECLARATION BY INDEPENDENT DIRECTORS

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

During the year, the members of Committee met only once. Details of the Meetings are stated as below:

Sr. No. Date of Meeting Strength of Committee No. of Members Present

1 03/01/2023 3 3

Terms of Reference of the Committee

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

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

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

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

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

â¢ Regularly review the Human Resource function of the Company.

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

â¢ Make reports to the Board as appropriate.

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

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

â¢ Any other terms of reference as prescribed under the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and under other applicable rules and regulations, if any.

â¢ The Committee also administers the Company''s Employee Stock Option Schemes formulated from time to time including âZota- Employee Stock Option Plan-2022â and takes appropriate decisions in terms of the concerned Scheme(s).

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

â¢ Remuneration to Executive Directors:

â¢ Remuneration to Non-Executive Directors:

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

The detailed policy on directors'' appointment

and remuneration is available on the below link:

http://www.zotahealthcare.com/wp-content/

uploads/2019/08/Policy_on_Appointment_and_

Remuneration_for_Directors_Key_Managerial_

Personnel_and_Senior_Management_Employee.pdf

AUDIT COMMITTEE

Mr. Vitrag Sureshkumar Modi - Chairman & Member

Mrs. Varshabahen Gaurang Mehta - Member Mrs. Bhumi Maulik Doshi - Member

Mr. Himanshu Muktilal Zota - Member

During the year, Audit Committee has met four (4) times, details of the same are as stated below:
Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	30/05/2022	4	4
2	13/08/2022	4	4
3	14/11/2022	4	4
4	13/02/2023	4	4

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Jayshreeben Nileshkumar Mehta - Chairman & Member

Mr. Manukant Chandulal Zota - Member

Mr. Himanshu Muktilal Zota - Member

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

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	29/03/2023	3	3

INDEPENDENT DIRECTORSâ MEETING

The Independent Directors met on 29 March, 2023, without the attendance of Non-Independent Directors. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIGIL MECHANISM/WHISTLE BLOWER

The Company has established a Vigil Mechanism & a Whistle Blower System to deal with instances of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or policy and makes provision for direct access to the Chairman of the Audit Committee. The detailed Whistle Blower Policy & Vigil Mechanism available on below link: http://www.zotahealthcare.com/wp-content/ uploads/2019/11/VIGIL_MECHANISM.pdf RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s business. Risk Management is a structured approach to manage

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

BOARD EVALUATION

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

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

REPORTING OF FRAUD BY AUDITORâS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee any instances of fraud committed against the Company by its

Officers or Employees; the details of the same would need to be mentioned, if any, in the Director''s Report.

CORPORATE GOVERNANCE

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

SECRETARIAL AUDITOR

Your Board has appointed the PCS Ranjit Binod Kejriwal, as Secretarial Auditor of the Company for the period of 5 consecutive years starting from financial year 2021-22. Mr. Ranjit Binod Kejriwal is a peer reviewed auditor. The Secretarial Audit Report for the financial year 2022-23, which has been received from the PCS Ranjit Binod Kejriwal is attached as Annexure - 5. Report of the Secretarial Auditor is selfexplanatory and need not any further clarification.

COST AUDITOR

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 6.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015; the CEO & CFO have certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2022-23. The certificate received from CEO & CFO is attached herewith as per Annexure - 7.

CODE OF CONDUCT

The Board of Directors has formulated and adopted the Code of Conduct for Board of Directors and Senior Management Personnel from 30 May, 2018. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard the Board has received a certificate from the Chief Executive Officer as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the same is attached herewith as per Annexure - 8.

Code of Conduct for Board of Directors and Senior Management Personnel being effective from 30 May, 2018 is available on below link: http://www.zotahealthcare. com/wp-content/uploads/2019/08/Code_of_Conduct_ for_Board_Members_and_Senior_Management_ Personnel.pdf

CERTIFICATE ON CORPORATE GOVERNANCE

Company''s core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

SHARE CAPITAL

During the year, the Company has not issued and allotted any shares. However, after completion of financial year on 18 July, 2023; the Company has issued and allotted 6,87,000 equity shares on preferential basis to the persons covered under non-promoter group category at the rate of '' 303/- per equity shares, which included premium of '' 293/- per equity share, on the same date the Company has also issued and allotted 6,87,000 fully convertible warrants at the issue price of '' 303/-out of which 25% upfront money i.e. 75.75/- per warrant has already been received by the Company, balance 75% payment against the warrant has to be received within 18 months from the date of allotment. On receipt of full amount of warrant issue price, the warrant will be convertible into fully paid up equity share capital. Apart from this the Company has not issued any shares including shares with different rights, sweat equity shares or employee stock options. As on the date of this report the paid up Share Capital of the Company stood at '' 25.85 crores and on fully diluted basis it stood at '' 26.53 crores.

UTILISATION OF FUNDS The details of utilization of funds raised through preferential allotment as at 31 March, 2023 are as below:
Original Object	Original allocation ('' in Lakhs) No. of Members Presents in Lakhs)
Expansion of DAVAINDIA Project	1500.00 1500.00
Working capital requirement	150.00 150.00
General Corporate Purpose	30.00 30.00

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year, no Company has become Subsidiary, Joint Venture and Associate Company of the Company and no Company has ceased as the Subsidiary, Joint Venture and Associate Company of the Company.

As at 31 March, 2023; The Company has two Wholly Owned Subsidiary Companies as below:

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

2) M/s DavaIndia Health Mart Limited

PERFORMANCE OF SUBSIDIARY COMPANIES Zota Healthcare Lanka (Pvt) Ltd

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

Particulars	Amount ('' in Lakhs)
total assets	0.95
total revenues	0.00
total net profit (0.08)

Davaindia Health Mart Limited

Davaindia Health Mart Limited (WOS) is engaged in the business of retail trading of pharmaceutical, nutraceutical, OTC, ayurvedic and cosmetic products. For the business purpose as stated above, the WOS has launched the Company Owned Company Operated (COCO) stores of Davaindia a retail generic pharmacy chain. The financial performance of the WOS for the financial year ended 31 March, 2023 are as below:

Particulars	Amount ('' in Lakhs)
total assets	6619.11
total revenues	1460.95
total net loss	(1129.04)

CONSOLIDATED FINANCIAL STATEMENTS

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

M/s Zota Health Care Limited - Parent Company

M/s Zota Healthcare Lanka (Pvt) Ltd - Wholly Owned Subsidiary Company

M/s Davaindia Health Mart Limited - Wholly Owned Subsidiary Company

MATERIAL SUBSIDIARY

The Company has formulated the Policy on Material Subsidiary, indicating therein the threshold limit of Material Subsidiary as specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company does not have any Material Subsidiary. The Policy on Material Subsidiary is available on the Company''s website and can be accessed from following link: http://www.zotahealthcare.com/wp-content/uploads/2019/08/Policy_on_Material_Subsidiary. pdf

ESOP PLAN

Pursuant to the approval of the Members at the Extraordinary General Meeting held on 17 February, 2023, the Company adopted the âZota Health Care - Employee Stock Option Plan 2022â (âZHL ESOP 2022â)â. With a view to reward the eligible and potential Employees for their performance and to motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this Scheme to attract and retain talents in the organization. The Company views Employee Stock Options as a means that would enable the Employees to get a Share in the value they create for the Company in future. The Company has âEmployee Stock Option Scheme namely, Zota Health Care - Employee Stock

Option Plan 2022â (âZHL ESOP 2022â), stock options under ZHL ESOP 2022 are yet to be granted.

The details of ZHL ESOP 2022 pursuant to SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021, as at 31 March, 2023 is uploaded on the website of the Company web link: https://www.zotahealthcare.com/wp-content/

uploads/2023/09/ESOP_Disclosure_2022-23.pdf. In terms of Regulation 13 SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021, the Certificate from PCS Ranjit Kejriwal, Secretarial Auditor, would be placed before the shareholders at the ensuing AGM and is also attached herewith as Annexure - 11.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as a part of the Annual Report as an Annexure - 12 and is also made available on the Website of the Company at https://www.zotahealthcare.com/wp-content/ uploads/2023/09/Zota-AR23_BRSR.pdf

SEXUAL HARASSMENT OF WOMEN

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

OTHER DISCLOSURES

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

CYBER SECURITY INCIDENT

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

ACKNOWLEDGEMENT

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

Mar 31, 2018

The directors are please to present their Annual Report along with the Audited statement of Accounts for the year ended on 31st March, 2018.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars		For the year ended 3103-2018	For the year ended 31-03-2017
	Revenue from operations	7785.15	7158.00
Other Income		151.86	5.64
	Profit before tax and Exceptional Items	1136.22	836.17
Exceptional Items		2.04	0
	Profit before Taxation	1134.18	836.17
Income Tax		403.74	286.58
	Deferred Tax	3.67	-4.52
Profit after Taxation		726.77	554.11

DIVIDEND

The Board is pleased to recommend a dividend of 30% i.e. Rs.3 per equity share for the financial year 2017-18.The dividend if approved by the members will be paid to the members within time limit defined in the Companies Act, 2013.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to General Reserves.

STATEMENT OF COMPANYâS AFFAIRS

- During the year, revenue of the Company increased by 10.80% i.e. from Rs.7163.64 lakhs to Rs.7937.01 lakhs backed by strong growth in export business.

- Profit before tax increase 35.64% i.e. from Rs.836.17 lakhs to Rs. 1134.18 lakhs.

- Profit after tax increase by 31.16% i.e. from Rs.554.11 lakhs to Rs.726.77 lakhs backed by lower interest costs and higher other income.

- During the year, Company has entered into retail pharmacy segment by DAVAINDIA âthe Retail Generic Pharmacy Chainâ. Under this business segment Company is projecting to develop 3000 DAVAINDIA generic retail stores. In DAVAINDIA Company has launched Generic, Nutraceutical, GYM and Cosmetics products.

MATERIAL CHANGES

There are no Material change occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

STATUTORY AUDITORS

Members of the Company in 17th Annual General Meeting of the Company appointed M/s D.S.M & Co., Chartered Accountant as a statutory auditor of the Company for the tenure of five years starting from the conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting subject to annual ratification by members. Now, pursuant to provisions of section 139(1) of the Companies Act, 2013 read with Companies Amendment Act, 2017 there is no requirement of annual ratification of appointment of a statutory auditor but as per the resolution passed in 17th Annual General Meeting of the Company it is requires to ratify the appointment of statutory auditor. Hence, Board hereby proposes for ratification of appointment of M/s D.S.M & Co, Chartered Accountant as a statutory auditor of the Company. Further, after this ratification no further ratification of appointment of statutory auditor shallbe done and M/s D.S.M & Co., Chartered Accountant shall hold office as a statutory auditor of the Company till the conclusion of 22nd Annual General Meeting of the Company.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure - 1)

COMMENTS ON AUDITORâS REPORT

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of eight directors out of which one is Non-Executive Chairman, one is Executive Managing Director, three are Executive Whole Time Directors and remaining three are Non-Executive Independent Directors. As on date of this report Board of Directors of the company is as follows:

Name of Directors			Category & Designation
	Mr. Ketankumar Chandulal Zota		Non-Executive Chairman
Mr. Moxesh ketanbhai Zota			Executive Managing Director
	Mr. Himanshu Muktilal Zota		Executive Whole Time Director
Mr. Manukant Chandulal Zota			Executive Whole Time Director
	Mr. Kamlesh Rajnikant Zota		Executive Whole Time Director
Mr. Saileshkumar Sevantilal Shah			Non-Executive Independent Director
	Mrs. Varsaben Gaurang Mehta	Non-Executive Independent Director
Mr. Mahesh Mavjibhai Prajapati			Non-Executive Independent Director

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors are liable to retire by rotation, and if eligible offer themselves for re-appointment. In this Annual General Meeting Mr. Kamlesh Rajnikant Zota, Whole-time Director of the Company is liable to retire by rotation and being eligible to offer himself for re-appointment.

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

Name of Directors		Category & Designation
	Mr. Moxesh ketanbhai Zota	Executive Managing Director
Mr. Himanshu Muktilal Zota		Executive Whole Time Director
	Mr. Manukant Chandulal Zota	Executive Whole Time Director
Mr. Kamlesh Rajnikant Zota		Executive Whole Time Director
	Mr. Viral Mandviwala	Chief Financial Officer
Mr. Ashvin Variya		Company Secretary

MEETING OF THE BOARD OF DIRECTORS:

During the year, there were nine Board meetings held. Details of the same are as follows:

Sr. No.	Date of Meeting		Board Strength	No. of Director Present
1	12/04/2017		8	8
2	18/04/2017	8		8
3	06/05/2017	8		8
4	30/05/2017	8		7
5	28/06/2017	8		7
6	12/07/2017	8		7
7	07/09/2017	8		7
8	14/11/2017	8		8
9	03/02/2018	8		8

Deposits

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

RELATED PARTY TRANSACTION

With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at armâs length basis. Details of the related party transactions made during the year are attached asAnnexure-2 in form AOC-2 for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENT

With reference to Section 134(3) (g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 are as under:

Sr.	Date of	Name of the Company	Purpose of Transaction	Amount involved in
No.	transaction			Transaction
1	Earlier year	Prime Co-op .Bank	Investment in equity shares	100

CORPORATE SOCIAL RESPONSIBILITY

On recommendation of Corporate Social Responsibility Committee Board has formulated Corporate Social Responsibility Policy and adopted the same. The detailed CSR policy of the Company is available on the link http://www.zotahealthcare.com/images/cms/cmsfile/Corporate Social Responsibility Policy.pdf. Details of CSR activities carried out by the Company are as per Annexure - 3. Corporate Social Responsibility Committee constituted by the Company has met two times during the last year. A detail of the meeting of CSR committee is as follows:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	15/06/2017	3	3
2	21/03/2018	3	3

DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

Company has formulated nomination and remuneration committee comprising three non-executive directors Composition of the Committee is as follows:

Mrs. Varsaben Gaurang Mehta - Chairman & Member

Mr. Mahesh Mavjibhai Prajapati - Member

Mr. Saileshkumar Sevantilal Shah - Member

During the year, three meetings of the nomination and remuneration committee were held. Details of the Meetings are as follows:

Sr. No.	Date of Meeting		Strength of Committee	No. of Members Present
1		15/06/2017	3	3
2	04/07/2017		3	3
3		08/02/2018	3	3

(i) Term of Reference of the Committee

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

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

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

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

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

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

- Regularly review the Human Resource function of the Company.

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

- Make reports to the Board as appropriate.

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

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

(ii) Remuneration Policy:

(a) Remuneration to Executive Directors:

The remuneration paid to executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then Board of the Company approve in their duly held meeting. The remuneration of executive directors are decided by considering various criteria like qualification, experience, responsibilities, value addition to the Company and financial position of the Company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

(b) Remuneration to Non-Executive Directors:

Company is not paying any remuneration to non-executive and independent directors of the Company.

The detailed remuneration policy of the Company is available on the below link: http://www.zotahealthcare.com/images/cms/cmsfile/Policy on Appointment and Remuneration for Direct ors, Key Managerial Personneland Senior Management Employee.pdf

AUDIT COMMITTEE:

Pursuant to requirement of Section 177(1) of the Companies Act, 2013 Company has formulated Audit Committee. Composition of the Audit Committee is as follows:

Mr. Saileshkumar Sevantilal Shah - Chairman & Member Mrs. Varsaben Gaurang Mehta - Member Mr. Himanshu Muktilal Zota - Member

During the year, Audit Committee has met four times details of the same are as follows:

Sr. No.	Date of Meeting		Strength of Committee	No. of Members Present
1	23/05/2017		3	3
2	14/06/2017		3		3
3	14/11/2017	3		3
4	03/02/2018		3		3

The term of references of audit committee are to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditorâs report, scrutinize inter corporate

loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

STAKEHOLDERS, SHAREHOLDERS AND INVESTOR GRIEVANCES COMMITTEE

To solve the investors grievances Company has formulated Stakeholderâs, Shareholders and Investor Grievance Committee. Composition of the Committee is as follows:

Mr. Mahesh Mavjibhai Prajapati - Chairman & Member Mr. Himanshu Muktilal Zota - Member

Mr. Manukant Chandulal Zota - Member

During the year, Stakeholderâs, Shareholders and Investor Grievance Committee has met four times details of the meetings are as follows:

Sr. No.	Date of Meeting		Strength of Committee	No. of Members Present
1		01/08/2017	3		3
2	10/10/2017		3		3
3		18/01/2018	3		3
4	06/03/2018		3		3

VIGIL MECHANISM

The Company has established a Vigil Mechanism to deal with instances of fraud and mismanagement, if any.

The policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or policy. The detailed Whistle Blower Policy & Vigil Mechanism available on below link: http://www.zotahealthcare.com/images/cms/cmsfile/VigilMechanism.pdf

RISK MANAGEMENT

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

BOARD EVALUATION

The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in strategy formulation and decision making; participation in Board and Committee meetings; Directions, views and recommendations given to the Company etc.

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

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

INTERNAL FINANCIAL CONTROL SYSTEM

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

CORPORATE GOVERNANCE:

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 4.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

With reference to Section 134(3) (m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings are as per Annexure - 5.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - 6.

SECRETERIAL AUDITOR

Your board has appointed PCS Ranjit Kejriwal, as secretarial Auditor of the company for the period of 5 consecutive years starting from financial year 2016-17. The secretarial report for the financial year 2017-18 is attached as Annexure - 7.Report of secretarial auditor is self-explanatory and need not any further clarification.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 8.

CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2017-18. The certificate received from CFO is attached herewith as per Annexure - 9.

CODE OF CONDUCT

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel from May 30, 2018. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure - 10.

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

http://www.zotahealthcare.com/images/cms/cmsfile/Code of Conduct for Board Members and Senior M anagement Personnel.pdf

CORPORATE GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Zota, Companyâs core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s D.S.M & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - 11.

SHARE CAPITAL

During the year, Company had came out with a public issue of 46,80,000 equity shares comprising of offer for sale of 15,00,000 equity shares by promoters and promoters group and fresh issue of 31,80,000 equity shares for Rs. 125 each including a share premium of Rs. 115 per equity shares. All the equity shares issued above are listed on NSE EMERGE platform of NSE, Mumbai. Apart from this Company has not issued any shares with different rights, sweat equity shares or employee stock options.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.

SEXUAL HARASSMENT OF WOMEN

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

ACKNOWLEDGEMENT:

We would like to thank our Bankers, Auditors, RTA and members for extending their full Co-operation during the year.

Place: Surat For the Board of Director

Date: 06.07.2018 ZOTA HEALTH CARE LIMITED

Sd/- Sd/-

Moxesh Ketanbhai Zota Himanshu Muktilal Zota

Managing Director Whole-time Director

DIN:07625219 DIN:01097722

Mar 31, 2016

The directors are please to present their Annual Report along with the Audited statement of Accounts for the year ended on 31^st March, 2016.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars	For the year ended	For the year ended
Particulars	31-03-2016	3 1-03-2015
Revenue from operations	6473.33	5646.34
Other Income	7.69	1.44
Profit before tax and Exceptional Items	772.42	634.24
Exceptional Items	0	0
Profit before Taxation	772.42	634.24
Income Tax	269.25	220.76
Deferred Tax	7.76	13.19
Profit after Taxation	510.93	426.68
Less: Proposed Dividend	143.63	143.63
Less: Tax on Dividend	29.24	28.72

DIVIDEND

The Board is pleased to recommend a dividend of 10% i.e. Re.1 per equity share for the financial year 2015-16.The dividend if approved by the members will be paid to the members within time limit defined in the Companies Act, 2013.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to General Reserves.

STATEMENT OF COMPANY''S AFFAIRS

- During the year, Revenue of the Company increased by 14.75% i.e. from Rs. 5647.78 lakhs to Rs. 6481.01 lakhs.

- Profit before tax increase 21.68% i.e. from Rs. 634.77 lakhs to Rs. 772.42 lakhs

- Profit after tax increase by 19.75% i.e. from Rs. 426.68 lakhs to Rs. 510.93 lakhs.

- Export of the Company increase by 105.51% i.e. from Rs. 295.50 lakhs to Rs. 607.27 lakhs.

During the year, Company has entered into marketing alliance agreement with ASTAR IDL LTD for expand Company''s presence in Generic market. After this agreement Company has launch this division in the state of Rajasthan and Madhya Pradesh. This new division of the Company will increase overall sales and profitability of the Company.

During the year, Company has developed online portal nutravedic.com for selling of nutraceutical and ayurvedic products through online portal. This online portal is almost ready and Company will launch this portal in the month of July, 2016.

During the year, Company has also launch OTC product (non-prescription based products) health drink "dip sip" in Southern Gujarat by launching of this Product Company has make their footsteps into FMCG segment also.

MATERIAL CHANGES

There is no Material changes have occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

STATUTORY AUDITORS

The Board proposes the ratification of appointment of M/s Pradeep K. Singhi & Associates., Chartered Accountants, as Auditors of the Company who were appointed as auditors of the Company for three years in the 14^th Annual General Meeting dated 30/09/2014 subject to ratification at every Annual General Meeting. The Company has received letter from the auditors, that their appointment, if made, would be within the prescribed limits under section 139(2) of the Companies Act, 2013 and that they are not disqualified for such appointment under section 141 of the Companies Act, 2013. Your Board proposes the ratification of appointment of auditors.

EXTRACT OF ANNUAL RETURN

COMMENTS ON AUDITOR''S REPORT

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors are liable to retire by rotation, and if eligible offer themselves for re-appointment. Mr. Kamlesh Rajnikant Zota, Whole-time Director of the Company was re-appointed in last Annual General Meeting. In this Annual General Meeting Mr. Manukant Chandulal Zota, Whole-time Director of the Company is liable to retire by rotation and being eligible to offer himself for re-appointment.

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

Mr. Ketankumar Chandulal Zota - Managing Director Mr. Himanshu Muktilal Zota - Whole-time Director

Mr. Manukant Chandulal Zota - Whole-time Director Mr. Kamlesh Rajnikant Zota - Whole-time Director

Mr. Viral Mandviwala - Chief Financial Officer

Mr. Ashvin Variya - Company Secretary

During the year, Company has appointed Mr. Ashvin Variya as a Company Secretary of the Company on 1^st September, 2015 by the Board.

MEETING OF THE BOARD OF DIRECTORS:

During the year, there were fourteen Board meetings held. Details of the same are as follows:

Sr. No.	Date of Meeting	Board Strength	No. of Director Present
Sr. No.	Date of Meeting	Board Strength
1	04/04/2015	7	7
2	17/04/2015	7	7
3	03/06/2015	7	7
4	29/06/2015	7	7
5	06/08/2015	7	7
6	07/08/2015	7	7

7	24/08/2015	7	7
8	01/09/2015	7	7
9	08/09/2015	7	7
10	26/09/2015	7	7
11	16/10/2015	7	7
12	24/11/2015	7	7
13	18/01/2016	7	7
14	18/03/2016	7	7

Deposits

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

RELATED PARTY TRANSACTION

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm''s length basis. Details of the related party transactions made during the year are as per attached Annexure-2 in form AOC-2 for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 are as under:

Sr. No.	Date of transaction	Name of the Company	Purpose of Transaction	Amount involved in Transaction
1	Earlier year	Prime Co-op .Bank	Investment in equity shares	100

CORPORATE SOCIAL RESPONSIBILITY

On recommendation of Corporate Social Responsibility Committee Board has formulated Corporate Social Responsibility Policy and adopted the same. The detailed CSR policy of the Company is available on the website of the Company www.zotahealthcare.com. Details of CSR activities carried out by the Company are as per Annexure

3. Corporate Social Responsibility Committee constituted by the Company hasmettwotimes during the last year. A detail of the meeting of CSR committee is as follows:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	31/12/2015	3	3
2	31/03/2016	3	3

DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

Company has formulated nomination and remuneration committee comprising three non-executive director Composition of the Committee is as follows:

Mr. Gaurang Rashmikant Mehta - Chairman & Member

Mr. Mahesh Mavjibhai Prajapati - Member

Mr. Saileshkumar Sevantilal Shah - Member

During the year, two meetings of the nomination and remuneration committee were held. Details of the Meetings are as follows:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	29/06/2015	3	3
2	31/08/2015	3	3

(i) Term of Reference of the Committee

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

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

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

- Regularly review the Human Resource function of the Company.

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

- Make reports to the Board as appropriate.

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

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

(ii) Remuneration Policy:

(a) Remuneration to Executive Directors:

(b) Remuneration to Non-Executive Directors:

Company is not paying any remuneration to non-executive and independent directors of the Company.

AUDIT COMMITTEE:

Pursuant to requirement of Section 177(1) of the Companies Act, 2013 Company has formulated Audit Committee. Composition of the Audit Committee is as follows:

Mr. Saileshkumar Sevantilal Shah - Chairman & Member

Mr. Gaurang Rashmikant Mehta - Member

Mr. Himanshu Muktilal Zota - Member

During the year, Audit Committee has met four times details of the same are as follows:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	29/06/2015	3	3
2	24/08/2015	3	3
3	21/12/2015	3	3
4	15/03/2016	3	3

The term of references of audit committees are to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditor''s report, scrutinize inter corporate loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

STAKEHOLDERS SHAREHOLDERS AND INVESTOR GRIEVANCES COMMITTEE

To solve the investors grievances Company has formulated stakeholder''s relations Committee. Composition of the Committee is as follows:

Mahesh Mavjibhai Prajapati - Chairman & Member

Himanshu Muktilal Zota - Member

Manukant Chandulal Zota - Member

During the year, Stakeholder''s Relationship Committee has met three times details of the meetings are as follows:

Sr. No.	Date of Meeting	Strength of Committee	No. of Members Present
1	29/08/2015	3	3
2	31/12/2015	3	3
3	15/03/2016	3	3

VIGIL MECHANISM

The Company has established a Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or policy.

RISK MANAGEMENT

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

E. 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

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

SHARE CAPITAL

During the year, Company has not issued any shares with different rights, sweat equity shares or employee stock options.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

SEXUAL HARASSMENT OF WOMEN

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

ACKNOWLEDGEMENT:

We would like to thank thanks our Bankers, Auditors, and members for extending their full Co-operation during the year.

Place: Surat For the Board of Director

Date: 25.07.2016 ZOTA HEALTH CARE LIMITED

Sd/- Sd/-

Ketankumar Chandulal Zota Himanshu Muktilal Zota

Managing Director Whole-time Director

DIN: 00822594 DIN:01097722

Mar 31, 2015

REPORT OF BOARD OF DIRECTORS FOR THE YEAR ENDED ON 31 ST MARCH 2015 TO THE MEMBERS

The Directors are pleased to present their Annual Report along with the Audited statement of Accounts for the year ended on 31st March 2015.

1 STATE OF COMPANY AFFAIRS'' HNANCIAL RESULTS

Particulars	For the year ended 31-03-2015	For the year ended 31-03-2014
Revenue from Operations	56,46,33,649	50,11,16,161
Other Income	1,43,937	10,22,917
Profit before Tax and Exceptional Items	6,34,24,117	4,67,30,885
Exceptional Items	-	â
Profit before Taxation	6,34,24,117	4,67,30,885
Income Tax	2,20,75,518	1,57,46,860
Deferred Tax	13,18,950	1,42,211
Profit after Taxation	4,26,67,549	3,11,26,236
Less: Proposed Dividend	1,43,63,352	1,19,69,460
Less'' Tax on Dividend	28,72,304	20,34,210
	2,54,31,893	1,71,22,566

2 TRANSFWTO RESBWE The company do not propose to transfer any amount to Genera! Reserves

3 MATERIAL CHANGES: There is no Material changes have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. Â«s affecting the financial position of the company.

4 DIVIDEND: Your Board proposes a dividend of 10% i.e Re. 1 per equity share of the company out of the profitsof the company.

5 ANNUAL RETURN: The Extract of Annual Return as required under section 92(3) of the Co - ^z *'' i Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure

6 AUDITORS^-. Your board proposes the ratification of appointment of Messrs Pradeep K. Singh. & Co.. Chartered Accountants, as Auditors of the Company. Who were appointed for three years from- 30 09/2014 subject to ratification at every Annual General Meeting. ^*s from auditors, to the effect that their appointment, if made, would be within the Parted Â» -is under Section 139 of the Companies Act, 2013 and that they are not Â° ^ appointment within the meaning of Section 141 of the Compiles Act 2013. Your board the ratification of appointment.

7 COMMENTS ON AUDITOR''S REPORT: The notes referred to in the Auditor''s Report are and as such they do not call for any further explanation as required under section 34. of the Companies Act, 2013.

8 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mr. Ketan Kumar and Mr. Himan Muktilal Zbta were re appointed in previous AGM Rajnikant Zbta, is liable to retire by rotation and being eligible offers himself .

9 METING OF BOARD OF DIRECTORS: The following Meetings of the Board of Directors were held during the Financial Year 2014-15:

Sr. No.	Date of Meeting	Board Strength	No. of Director Present
1	26/06/2014	7	7
2	21/08/2014	7	7
3	30/08/2014	7	7
4	30/09/2014	7	7
5	07/10/2014	7	7
6	17/11/2014	7	7
7	21/11/2014	7	7
8	26/12/2014	7	7
9	05/02/2015	7	7

10 LOAN^ GUARANTEES AND INVESTMENTS The Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st

March 2015: Sr. No.	Date of Transaction	Particular/Purpose/Nature of Transaction	Amount of Transaction
1	Earlier Year Transaction	Investment in Equity shares of Prime Cooperative bank	100

11 RBATH) PARTY TRANSCATIONS: The Company has entered into Related Party Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in form no. AOC-2 for your kind perusal and information. (Annexure: 2). .

12 DIRECTORS RESP0N9BUTY STATHIH^T: Pursuant to the provisions contained in Safe. 134 (5) of the Companies Act, 2013, the Directors of your Company hereby confirm.

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

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

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

E. 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. *

* *** *

13 DECLARATION BY INDEPENDENT DIRECTORS: The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

14 NOMINATION AND REMUNERATION COMMITTEE U/S 178: The Company''s Nomination and Remuneration Committee comprises of three Non-executive Directors The table sets out the composition of the Committee:

Name of the Director	Position held in the Committee	Category of the Director
Gaurang Rashmikant Mehta	Chairman & Member	Non Executive Independent Director
Mahesh Mavjibhai Prajapati	Member	Non Executive Independent Director
ShaileshKumar Sevantilal Shah	Member	Non Executive Independent Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

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

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

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

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

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

c. remuneration to Directors, Key Managerial Personnel and senior management mores a balance between fixed and incentive pay reflecting short and long-term perâsâante objectives appropriate to the working of the company and its goals

IV. Regularly review the Human Resource function of the Company

V Discharge such other function(s) or exercise such-power(s) as may be delegated to ~-e Oz>~ ee by the Board from time to time.

VI Make reports to the Board as appropriate.

VII Review and reassess the adequacy of this charter periodically and recorrrre to the Board for approval from time to time.

VIII Any other work and policy, related and incidental to the objectives of re-provisions of the Act and rules made there under.

Ra/IUNERAHON POUCY

Remuneration to Executive Directors: The remuneration paid to Executive Director

by the Nomination and Remuneration Committee and approved by Board remuneration is decided after considering various factors such as performance, responsibilities shouldered, industry standards as well Company.

Remuneration to Non Executive Directors: The Company do not pay an , and independent directors

15 VIGIL MECHANISM / WHISTLE BLOWBR POUCY: The Company has Whistle Blower Policy to deal with instances of fraud and mismanage systematic mechanism for directors and employees to report concerns necrcai Deravojv actual or suspected fraud or violation of the Companyâs Code of Condition

16 AUDIT COMMITTEE The Company has a formal mechanism for monitoring the accounts, audit and related matters The committee works as per the terms of reference provided by board meeting dated 26.06.2014. The Company''s Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director	Position held in Committee	the	Category of the Director
ShaileshKumar Sevantilal Shah	Chairman & Member		Non Executive Independent Director
Gauranq Rashmikant Mehta	Member		Non Executive Independent Director
Himanshu M. Zota	Member		Whole Time Director

17 ADDITIONAL INFORMATION:

A. Conservation of Energy: Particulars of energy Conservation in prescribed form ''A'' as required U/& 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014 is not applicable to your Company & have not attached.

B. Technology absorption: The details of the material technology absorption, if any, during the year under review is attached herewith.

C. Foreign Exchange Earning: As per Attachment

D. Notes to the Accounts: Notes referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

18 RISK MANAGB/IBJT: Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. Asa formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews The risk management process over the period of time will become embedded into the Company'' s businessâ stems and processes, such that our responses to risks remain current and dynamic.

19 CORPORATE SOCIAL RESPONSIBILITY U/S 135: As required U/s. 134(3)(0) of the Companies Act, 2013, the company does not fall U/s 135, so itâs not applicable to your company.

20 SUB9DIAHES, JOINT VENTURES AND ASSOCIATE COMPANIES: The Company does not have any Subsidiary, Joint venture or Associate Company.

21 PUBLIC DEPOSIT: The Company has not accepted any fixed deposits from the public within the meaning of the section 73 of Companies Act, 2013.

22 OTHER DETAILS:

The company has not issued any equity shares with deferential voting right etc.

Your director''s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

23 ACKNOWLEDGEMENT: We would like to thank our Bankers, Auditors, and members for extending their full Co-operation during the year.

For the Board of Director

Place: SURAT ZOTA HEALTHCARE UMITH)

Date: 24.08.2015 . Sd/- Sd/-

Director Director . ,

DIN: DIN:

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the 14^thANNUAL REPORT together with the Audited Accounts of the company for the year ended on 31st March, 2014.

1 FINANCIAL RESULTS :

Particulars	For the year ended 31-03-2014	For the year ended 31-03-2013
Revenue from Operations	501,115,824.51	439,080,801.39
Other Income	1,022,916.71	345,491.55
Profit before Tax and Exceptional Items	46.353,655.96	37.675.709.13
Exceptional Items	-	-
Profit before Taxation	46,353,655.96	37.675.709.13
Income Tax	15,375.410.00	12.302,486.00
Deferred Tax	(142,211.00)	(27,777.00)
Profit after Taxation	31,120,456.96	25.401.000.13
Less: Proposed Dividend	11,969,460.00	11.969.460.00
Less: Tax on Dividend	1,941,446.00	1,9.41.746.00
	17,209,550.96	11,489,794.13

2 EMPLOYEES.:

There was no employee drawing salary of Rs. 60.00.000/- or more per year or Rs. 5,00,000/- or more per month for the part of the year, hence particulars under sub section (2A) of section 217 of the companies Act 1956 read with the Companies (Particulars of employees) Rules. 2011 are no given.

3 AUDITORS:

The Auditors M/s. PRADEEP K. SINGHI & ASSOCIATES, Chartered Accountants, who retire at the conclusion of this Annual General Meeting. M/s. PRADEEP K. SINGHI & ASSOCIATES (Chartered Accountants) has expressed their willingness for appointment as auditors of the company. Your directors are requested to reappoint the Auditors and fix their remuneration.

4 FIXED DEPOSITS :

The Company has not accepted deposits which falling within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit Rules) 1975.

5 DIVIDEND: .

During the year the company has earned a net profit after tax of Rs.31120457/-and your directors have decided to recommend a dividend of 10% i.e. Rs.1.00 per Equity Share.

6 DIRECTORS:

Mr. Kamlesh Rajnikant Zota and Mr. Himanshu Muktilal Zota retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

7 INSURANCE.;

All the properties and insurable interests of the company, including building, assets and stocks, wherever necessary and to the extent required have been adequately insured.

8 EMPLOYEE RELATIONS:

Relation between the employees and management remain cordial during the year under review. The director wish to place on records their sincere appreciation of the contribution made by the employees specially at all levels to the continued growth of the company.

9 MATERIALS CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR ;

No material changes have been occurred between Balance Sheet date and the date on which the financial statement are approved by the Board of Directors.

10 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS 1 OUTGOINGS :

The information required to be given under Section 217(1) (e) of the companies Act. 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is applicable to the company and is attached herewith in Form A

Technology absorption: The Company has no specific R & D Dept. & no significant expenditure either capital or on recurring A/c has been incurred during the year under review.

Foreign Exchange Earning: US$ 112095.42 8. Outgo US$51360.00

The Notes to the Accounts: Notes referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

11 DIRECTORS RESPONSIBILITY STATEMENT :

As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

- That in the preparation of the annual accounts for the financial year ended 31st March. 2014. the applicable accounting standards have been followed along with proper explanations relating to material departure;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a "going concern basis".

12 Vloll Mechanism Policy :

The Company has framed a Code of Conduct for Directors and Senior Management. At present, the Company has a formal Whistle Blower Policy/ Vigil Mechanism Policy. The Directors of the Company affirms that no personnel have been denied access to the Audit Committee.

13 ACKNOWLEDGEMENT:

Your Directors express their gratitude to the Government of India. State Government, Local Authorities, Bankers, Vendors, Customers & People associated with the Company for their continued and valuable Cooperation. support, assistance & guidance to the company.

For and on behalf of the Board

Date; 30/08/2014

Place: Surat Himanshu M. Zota Ketankumar C. Zota

(Din: 01097722) (Din : 00822594)

Mar 31, 2013

Dear Members,

The Directors have the pleasure in presenting the 13th ANNUAL REPORT together with the Audited Accounts of the company for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS_

	For the year	For the year
Particulars	ended	ended
	31-03-2013	31-03-2012
Revenue from Operations	439,098,410.34	381,429,724.59
Other Income	327,882.60	272,068.50
Profit before Tax and Exceptional Items	37,675,709.13	29,854,825.22
Exceptional Items	-	-
Profit before Taxation	37,675,709.13	29,854,825.22
Income Tax	12,302,486.00	6,227,999.00
Deferred Tax	(27,777.00)	3,630,876.00
Profit after Taxation	25,401,000.13	19,995,950.22
Less : Proposed Dividend	11,969,460.00	9,974,550.00
Less : Tax on Dividend	1,941,746.00	1,618,121.37
	11,489,794.13	8,403,278.85

2 EMPLOYEES:

There was no employee drawing salary of Rs. 60,00,000/- or more per year or Rs. 5,00,000/- or more per month for the part of the year, hence particulars under sub section (2A) of section 217 of the companies Act 1956 read with the Companies (Particulars of employees) Rules,1975 are not given.

3 AUDITORS:

The Auditors M/s. PRADEEP K. SINGHI & ASSOCIATES, Chartered Accountants, who retire at the conclusion of this Annual General Meeting. M/s. PRADEEP K. SINGHI & ASSOCIATES (Chartered Accountants) has expressed their willingness for appointment as auditors of the company. Your directors are requested to reappoint the Auditors and fix their remuneration.

4 FIXED DEPOSITS:

The Company has not accepted deposits which falling within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit Rules) 1975.

5 DIVIDEND:

During the year the company has earned a net profit after tax of Rs.25401000/-and your directors have decided to recommend a dividend of 10% i.e. Rs.1.00 per Equity Share.

6 DIRECTORS;

Mr. Saileshkumar Sevantilal Shah and Mr. Mahesh Mavjibhai Prajapati retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting

7 INSURANCE:

All the properties and insurable interests of the company, including building, assets and stocks, wherever necessary and to the extent required have been adequately insured.

8 EMPLOYEE RELATIONS:

9 MATERIALS CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR :

No material changes have been occurred between Balance Sheet date and the date on which the financial statement are approved by the Board of Directors.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The information required to be given under Section 217(1) (e) of the companies Act,1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is applicable to the company and is attached herewith in Form A Technology absorption: The Company has no R & D Dept. & no expenditure either capital or on recurring A/c has been incurred during the year under review.

Foreign Exchange Earning & Outgo: As per Form "A" .

The Notes to the Accounts: Notes referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

11 DIRECTORS RESPONSIBILITY STATEMENT :

As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

- That in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departure;

- The Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a "going concern basis".

12 ACKNOWLEDGEMENT:

Your Directors express their gratitude to the Government of India, State Government, Local Authorities, Bankers, Vendors, Customers & People associated with the Company for their continued and valuable Co-operation, support, assistance & guidance to the company.

For & On behalf Board of Directors

PLACE: SURAT

DATE:27-08-2013 Ketan Zota-Director

Himanshu Zota - Director

Mar 31, 2012

Dear Members,

The Directors have the pleasure in presenting the 12th ANNUAL REPORT together with the Audited Accounts of the company for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS

Particulars	For the year ended 31-03-2012	For the year ended 31-03-2011
Revenue from Operations	381,429,724.59	250,524,986.00
Other Income	272,068.50	52,135.00
Profit before Tax and Exceptional Items	29,854,825.22	30,514,351.28
Exceptional Items	-	___
Profit before Taxation	29,854,825.22	30,514,351.28
Income Tax	6,227,999.00	10,192,476.00
Deferred Tax	3,630,876.00	84,424.00''
Profit after Taxation	19,995,950.22	20,237,451.28
Less : Proposed Dividend	9,974,550.00	---
Less : Tax on Dividend	1,618,121.37	---
-	8,403,278.85	20,237,451.28

2 EMPLOYEES:

There was no employee drawing salary of Rs. 24,00,000/- or more per year or Rs. 2,00,000/- or more per month for the part of the year, hence particulars under sub section (2A) of section 2017 of the companies Act 1956 read with the Companies (Particulars of employees) Rules, 1975 are not given

3 AUDITORS:

4 â FIXED DEPOSITS :

The Company has accepted deposits which are exempted from the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit Rules) 1975.

5 DIVIDEND:

During the year the company has earned a net profit after tax of Rs. 19995950/-and your directors have decided to recommend a dividend of 10% i.e. Re 1.00 per Equity share.

6 DIRECTORS:

Mr. Manukant Zota and Mr. Gaurang Mehta retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

7 INSURANCE:

All the properties and insurable interests of the company, including building, assets and stocks, wherever necessary and to the extent required have been adequately insured.

8 EMPLOYEE RELATIONS:

9. MATERIALS CHANGES SUBSEQUENTTO THE CLOSE OF THE YEAR :

No material changes have been occurred between Balance Sheet date and the date on which the financial statement are approved by the Board of Directors.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

Technology absorption: The Company has no R & D Dept. & no expenditure either capital or on recurring A/c has been incurred during the year under review.

The Notes to the Accounts: Notes referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

11. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

- That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departure;

- The Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a "going concern basis".

12. ACKNOWLEDGEMENT:

For & On behalf Board of Directors

PLACE: SURAT: Ketan Zota-Director

DAE: ''27-07-2012 Himanshu Zota - Director

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