Your Directors are pleased to present 30^th Annual Report and the company's audited financial statement for the
financial year ended March 31, 2025.

FINANCIAL RESULTS: The Company's financial performance for the year ended March 31, 2025 is summarized
below:

(Rs. in Lakh)

YEAR UNDER REVIEW :

During the year under review, the Company has achieved revenue from operations to the tune of 1176.11
Lakhs against 1473.49 Lakhs in the previous year. The Net Profit of the year is 6.84 Lakhs for the current year
as against the Net Profit of 20.35 Lakhs of the previous year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

Rs. 6.84/- Lakhs has been transferred to General Reserve during the year.

DIVIDEND

The Company has not recommended any dividend for current year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company
that have occurred between the end of the financial year to which the financial statements relate and the date
of this report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future.

EXPLANATION OR COMMENTS ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS
OR DISCLAIMERS IN THE AUDITOR'S REPORTS

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor's reports,
requiring explanation or comments by the Board.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

INSURANCE

The Company has taken adequate insurance to cover the risks to its employees, workers plants and
machineries, buildings and other assets, profit and third parties.

RISK MANAGEMENT

Risk management is embedded in your company's operating framework. Your company believes that
managing risk helps in maximizing returns. The company's approach to addressing business risk is
comprehensive and includes periodic review of such risks and a framework for mitigating controls and
reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board
and the Audit Committee. Some of the risks that the company is exposed to are:

> Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The
company proactively manages these risks through forward booking, Inventory management and proactive
vendor development practices. The Company's reputation for quality, product differentiation and service,
coupled with existence of powerful brand image with robust marketing network mitigation the impact the
impact of price risk on finished goods.

> Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The
company is mitigating these risks through regular review of legal compliances carried out through internal as
well as external compliance audits.

> Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various
measures including rolling out strategic talent management system, training and integration of learning and
development activities.

> Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the
company. However, the company has well-defined processes and procedures for obtaining approvals for
investments in new business and capacity expansion etc.

INTERNAL FINANCIAL CONTROL:

The Company has a good system of internal controls in all spheres of its activity. The internal control system
is supplemented by effective internal audit being carried out by an external firm of Chartered Accountants.
The Audit committee regularly reviews the findings of the internal auditors and effective steps to implement
the suggestion / observation of the Auditors are taken and monitored regularly. In the opinion of the Board, an
effective internal control system adequate to the size of the Company exists.

DEPOSITS:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees and securities provided under section 186 of the
Companies Act, 2013 are provided in the notes of Standalone Financial Statement.(Please refer to Note 4 and
5 to financial statement).

Subsidiaries/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries, associates and
joint ventures companies, no consolidated financial statements required to be given.

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re¬
enactments) for the time being in force), the Directors of our Company confirm that:

i) In the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable
accounting standards had been followed and that there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 / loss of the Company
for the year under review;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) for the time being in force) for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

iv) The directors had prepared the annual accounts on a going concern basis;

v) 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;

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

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on
Corporate Governance is not applicable on the Company as the Company is not having the paid up share
capital exceeding Rs. 10 crores and Net worth is exceeding Rs. 25 crores as on the last date of previous
Financial Year.

CORPORATE SOCIAL RESPONSIBILITIES:

As the Company's net worth, turnover or net profits are below the limit prescribed under section 135 of the
Companies Act 2013 and hence CSR is not applicable to your Company.

RELATED PARTIES TRANSACTIONS

All the related party transactions are being entered on arm's length basis, in ordinary course of business and
in compliance with the applicable provisions of the Companies Act, 2013 and relevant Regulations of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant
related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict with the interest of the Company at large.

All the related party transactions are presented to the Audit Committee and the Board. Omnibus approval has
been obtained from Audit Committee, Board of Directors and members for the transactions with the related
parties.

Moreover your Directors draw your attention to Note to the financial statement which sets out related party
disclosures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm's length basis
and were in the ordinary course of business. There were no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. Particulars of the contracts or
arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013, in prescribed Form
AOC -2 is attached as “Annexure - D.

Necessary disclosures required under the Ind AS 24 have been made in Note No. 30 of the Notes to the
Financial Statements for the year ended March 31, 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Atul M.
Thakkar (DIN: 01157384), Non-executive & Non independent director, will retire by rotation and being eligible,
has offered himself for re-appointment. Pursuant to Regulation 17 of SEBI (LODR) Regulations, 2015, details
of Directors retiring by rotation is provided under explanatory statement of the Notice of the Annual General
Meeting.

In Addition to above Mr. Parag Dave (DIN: 10632566), Mr. Rutvik Thakkar (DIN: 09387486) and Mr. Rajesh
Sutaria (DIN: 02102686) has been appointed with the effect from 29^th May, 2024 in the capacity of Non¬
Executive Independent Director for a period of Five Years.

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid
down under section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Mr. Prashant R. Gupta, has been appointed as Chief Financial Officer of the Company by the Board with
effect from May 14, 2019.

Mr. Mihir S. Shah, has been appointed as Company Secretary and Compliance Officer of the Company by the
Board with effect from February 09, 2016.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and
Independent directors in accordance with the provisions of the Act. The composition of the Board of Directors
of the company as on 31^st March, 2025 is as under:

05 (Sixth) Board meetings and an AGM were held during the year. The details of Board Meetings are given below:

The Composition of Committee is as under:

The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act,
2013

FUNCTIONS AND POWERS OF AUDIT COMMITTEE:

The Committee shall have discussions with the auditors periodically about internal control systems, the scope
of audit including observation of the auditors and review of financial statement before their submission to the
Board and discuss any related issue with internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee, the committee shall have the authority to investigate into
any matter in relating to any terms specified in Section 177 or referred to it by the Board.

RESPONSIBILITY OF THE COMMITTEE:

The Committee may assign any matter of importance nature relating to the accounts, finance, taxation,
inspection and investigation from time to tome and may require submitting a report to the Board on such
matters within the stipulated time.

The committee on any matter relating to financial management including audit report shall submit a report to
the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

- To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel, Senior
Management and other employees;

- To formulate the criteria for evaluation of performance of independent directors and the board of directors;

- To devise a policy on diversity of board of directors;

- To identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

- To determine 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.

- To recommend to the board, all remuneration, in whatever form, payable to senior management.

- To review HR Policies and Initiatives.

The Committee shall, while formulating the policy, ensure the following:

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

- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
Remuneration to Directors, KMP 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.

The Composition of Committee is as under:

The existing Investor Grievance Committee has been reconstituted and re-named as Stakeholders
Relationship Committee. The composition of the Committee is in accordance with the Companies Act, 2013.
The Composition of the Committee is as under:

Basic Responsibilities of the Committee:

• Considering and resolving the grievance of shareholders of the Company with respect to transfer of
shares, non receipt of annual report etc.

• Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer
Committee.

• Evaluating performance and service standards of the Registrar & Share Transfer Agent of the
Company.

• Providing guidance and making recommendation to improve service levels for investors.

• Complaints status for the period 01-04-2024 to 31-03-2025.

DETAILS OF THE MEETING AND ITS ATTENDANCE ARE GIVEN AS UNDER:

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Stakeholders Relationship Committee.

Various aspects of the Board's functioning were evaluated such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The
performance evaluation of the Independent Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.
The Directors expressed their satisfaction with the evaluation process.

STATEMENT OF DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and sub-regulation (8) of Regulation of 25 SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013.

ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company in form MGT - 7
has been uploaded on the website of Company and web link of the same is www.zenithhealthcare.com
Return-2025.pdf.

The remuneration paid to Directors, Non-Executive Directors and Independent Directors are disclosed in the
Annexure C to the Board Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or 'Whistle Blower
Policy' for directors, employees and other stakeholders to report genuine concerns has been established.
The Audit committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. Due to
changes in SEBI (Prohibition of Insider Trading) Regulations, 2015.

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.

SHARE CAPITAL & EMPLOYEE STOCK OPTION ETC:

The paid up share Capital of the Company is Rs.537.39 Lacs. During the year there are no issue of equity
shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no
provision of money by company for purchase of its own shares by employees or by trustees for the benefit of
the employees, the details required to be given under various rules issued under the Companies Act 2013 is
NIL.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As stipulated by the SEBI, a qualified Practicing Company Secretary/Chartered Accountant carries out the
Reconciliation of Share Capital Audit to reconcile the total admitted share capital with National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total Issued and Paid-
Up Share Capital of the Company. This audit is carried out every quarter. The audit, inter alia, confirms that
the Listed and Paid-Up Share Capital of the Company is in agreement with the aggregate of the total number
of shares in dematerialized form held with NSDL and CDSL and the total number of shares in physical form.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed
M/s. Kamlesh M. Shah & Co., Practicing Company Secretaries, Ahmedabad as a Secretarial Auditor to
conduct an Audit of secretarial records and compliances, for the financial year ending on March 31, 2025.

Further subject to final approval of the shareholders in the ensuing Annual General Meeting for the financial
year 2025-26, pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies
(Appointment And Remuneration of Managerial Personnel) Rules 2014, as also as per provisions of
Regulation 24A and other applicable provisions of the SEBI (LODR) 2015 (Listing Regulations) and SEBI
Circulars issued from time to time, M/s. Kamlesh M Shah & Co., a firm of Practicing Company Secretaries,
Ahmedabad having their ICSI Membership Number A-8356 and holding a Certificate of Practice Number:
2072 a Peer reviewed Firm having Registration Numer: 6438/2025 will be hereby appointed as the Secretarial
Auditors of the Company for the next five financial years for 2025-26 to 2029-30 and to hold the office as such
from the date of conclusion of the AGM held for the year 2024-25 up to the date of conclusion of AGM to be
held on 2029-30 upon such remuneration to be fixed by the Board of Directors/ Chairman or MD of the
Company and reimbursement of out of pocket expenses as may be determined by the Chairman or MD in
consultation with the said Auditors.

The Secretarial Audit Report for the financial year ended on March 31, 2025 is annexed herewith as
Annexure-F to this report and the same does not contain any qualification, reservation or adverse remarks.

AUDITORS AND AUDITORS REPORT:

M/s. Doshi Doshi & Co., Chartered Accountants (Firm Regn. No. 153683W), as a Statutory Auditor of the
Company, who was appointed by Shareholders in last AGM held on 26.08.2024 until the conclusion of the
35^th Annual General Meeting of the Company.

Further the Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms
of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have
also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under
the provisions of Regulation 33 of the Listing Regulations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that a strong internal control framework is necessary for business efficiency,
management effectiveness and safeguarding assets. The Company has a well-defined internal control system
in place, which is designed to provide reasonable assurance related to operation and financial control. The
Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in
the Company and that controls are adequate and operating adequately.

The audit scope, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit
Committee of the Board of Directors. The Internal Auditors evaluates the efficacy and adequacy of internal
control system, its compliance with operating systems and policies of the Company and accounting
procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners
undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal
Audit also continuously evaluates the various processes being followed by the Company and suggests value
addition, to strengthen such processes and make them more effective.

A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company has constituted an
Internal Complaints Committee to handle all clearing and forwarding Agency where our employees are
working and Manufacturing site.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

harassment from any of the women employees of the company.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act, including paid
maternity leave, continuity of salary and service during the leave period, and post-maternity support such as
nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to
fostering an inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:

The Company has no employee drawing the remuneration of Rs.5 Lacs P.M. or Rs.60 Lacs p.a.

However the information required pursuant to Section 197 read with Rule, 5 (1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company, has been provided in Annexure-E.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees' particulars which is available for inspection by the Members
at the Registered Office of the Company during business hours on working days of the Company up to the
date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such
Member may write to the Secretarial Department at the Regd. Office of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.

Listing of Shares:

The Company's Equity Shares are at present listed at Bombay Stock Exchange Limited. The Equity Shares
of the Company are freely tradable on at BSEs and trading thereof have not been suspended at any time
during the year under review. The Company has been regularly and timely making all compliances of the
various clauses of the Listing Agreement and SEBI Regulations from time to time. The Company has duly
paid the annual Listing Fees of the Stock Exchange for and up to the financial year ending on 31.03.2025.
ISIN of the Company : INE812B01026

Share Transfer System

Share transfers are registered and returned within a period of 15 days from the date of receipt, provided
documents are correct and valid in all respect. Thereby the average time taken in transfer of shares is 15
days. The depositories directly transfer the dematerialized shares to the beneficiaries.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from
time to time is not applicable to your company hence, your Company is not required to maintain cost
records.

Post-employment benefit plans:

Gratuity for employees in India is as per the Payment of Gratuity Act, 1972. Employees who are in
continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on
retirement/termination is the employees last drawn basic salary per month computed proportionately for the
number of years of service. Company will pay the Gratuity payable as and when due.

Applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

The Company has not made any application nor any proceeding under the Insolvency and Bankruptcy
Code, 2016 is pending, and hence this disclosure is not applicable to the Company.

The details of difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof:

During the year under review, the Company has not any obligations towards any Banks or Financial
Institutions, hence this disclosure is not applicable to the Company.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and
cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees
of the Company for their untiring efforts and commitment to their duties.

By Order of the Board By Order of the Board

Place: Ahmedabad For, Zenith Healthcare Ltd. For, Zenith Healthcare Ltd.

Date: September 01, 2025

SD/- SD/-

Akshit M. Raycha Mahendra C. Raycha

Joint Managing Director Chairman & Managing Director

DIN 03039859 DIN 00577647