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, 2025.

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 include Manufacturing,
Trading and Export of the Pharmaceutical Products. The Company caters both the domestic and the international
markets.

FINANCIAL RESULTS

(' in Lakhs)

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 2024-25. 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, 2025; the
Company has transferred ' 51,888/- to the Investor
and Education Protection Fund (‘IEPF') in respect
of the unclaimed dividend of Company for financial
year 2016-17. 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 2024-25.

STATEMENT OF COMPANY'S AFFAIRS

Financial year 2025 truly stood out as a milestone year
for the Company, marked by meaningful progress
in our mission to make affordable healthcare more

accessible across India. A major highlight was the
strong expansion of our Davaindia store network,
during the year, the Company has expanded its
footprint of Davaindia stores across India with 1582
stores with the blend of Company Owned Company
Operated (COCO) stores, which are being operated
by our wholly owned subsidiary, M/s Davaindia Health
Mart Limited and Franchisee Owned and Franchisee
Operated (FOFO) stores, alongside the successful
launch of our Davaindia B2C online portal and mobile
app, offering customers a seamless, doorstep delivery
experience for essential medicines.

The Key Financial performance highlights of
the Company are as below:

The consolidated revenue from operations recorded
an impressive growth of 62% Year on Year, reaching
' 29,298 lakhs, up from ' 18,048 lakhs in FY24.
Davaindia continues to be the largest contributor to
our revenue mix, accounting for 64% of total revenue,
which stood at ' 18,621 lakhs, registering an 80% YoY
growth. Our Domestic Sales stood at ' 6,342 lakhs,
growing by 11% YoY, with a revenue share of 22%. The
Export Business also showed a positive trend, growing
by 59%, reaching ' 3,190 lakhs, contributing 11% to
the total revenue. Our newly acquired Everyday Herbal
Group contributed ' 1,144 lakhs to the revenue this
year. Gross Profit increased by 86% YoY, reaching
' 15,567 lakhs, compared to ' 8,378.8 lakhs in FY24.

The standalone revenue from operations grew by
54% Year on Year, and stood at ' 25,728 lakhs, EBITDA
stood at ' 1,607 lakhs as compared to ' 828 lakhs
during the preceding financial year, a robust growth
of 94% Year on Year. PAT surged by 155% and stood at
' 861.72 lakhs, up from ' 338 lakhs in FY24.

The Key Operational Highlights of the
Company are as follows:

Davaindia:

Zota Healthcare continued its strong growth
momentum through the year by expanding the
Davaindia network to 1,582 operational stores as on
31^st March 2025. This includes 852 COCO stores and
730 FOFO stores. During FY25, we added 702 new
stores, with a strategic focus on scaling our COCO
format, where we opened 599 new outlets. This
reflects our commitment to drive better customer
experience and operational control. FOFO also grew
with 103 new stores, reinforcing our reach through an
asset-light model.

Customer footfall increased to 97.7 lakhs, compared
to 51.8 lakhs in FY24, showing the growing trust and
brand visibility of Davaindia across India.

Additionally, the Gross Merchandise Value (GMV) rose
sharply to ' 24,562 lakhs, up from ' 13,766 lakhs FY24,
highlighting higher customer engagement and larger
basket sizes, indicating a positive sign of maturing
store performance.

These numbers clearly reflect the strong demand
for affordable, quality healthcare products and the
success of our strategic expansion efforts.

57% of the Davaindia revenue has been generated
by selling 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, 27% of the revenue has been
generated by selling of OTC products and remaining
16% of the Davaindia revenue has been generated by
other product mix.

Exports Business:

Under this vertical over the years, the Company has
built a strong presence in more than 30 countries,
with a key focus on markets in the CIS region, Latin
America, Africa, and Asia. Our manufacturing facility
located in Sachin SEZ, Surat plays a crucial role in
this vertical. From this plant, we manufacture over
250 generic formulations aligned with the dossiers
we have registered across global markets. As of now,
we have received 325 product approvals out of the

586 dossiers submitted. These approvals have largely
come from semi-regulated and regulated markets,
which reflects the growing acceptance and trust in
Zota's products internationally. In March 2023, the
Company has successfully completed the European
Union Good Manufacturing Practice (EUGMP) Pre¬
Audit at Sachin SEZ unit and post to that after the
completion of this financial year, the EU-GMP Audit has
been conducted at the Sachin SEZ and based on the
observations, the Company is in process of submitting
necessary responses.

Domestic Business:

This vertical is the oldest and one of the most
important verticals of the Company. This business
has been our backbone since the beginning and
remained our primary revenue driver until 2017. In
this vertical, we directly distribute generic medicines,
OTC products, and a wide range of pharmaceutical
offerings across the country. We have built a strong
nationwide distribution network. Our products are
sourced as finished dosage forms from well-known
domestic formulation manufacturers who are WHO-
GMP certified. We have a portfolio of over 4,000
products, covering all major therapeutic categories.
Every product goes through thorough quality checks
before being packaged and sold under the Zota
brand, ensuring consistency and trust. Currently, we
distribute directly to more than 1,050 distributors
across India. All marketing, sales distribution, and
promotional activities are carried out ethically
through our distributor network, helping us maintain
transparency and credibility in the market.

Everyday Herbal Group

The Company has acquired 56% stake in Everyday
Herbal Group, which is licensed by the Khadi and
Village Industries Commission. This acquisition is
a strategic step towards backward integration and
aims to strengthen our OTC product portfolio. The
products under this brand carry the prestigious ‘Khadi'
mark, which adds to brand trust, authenticity, and
credibility in the eyes of consumers. Currently, OTC
products account for around 30% of our total SKUs,
and in FY25, this segment contributed 4% to our
overall revenue making it a significant and growing
part of our business.

MATERIAL CHANGES FROM THE END OF
THE FINANCIAL YEAR

After completion of financial year, on April 17, 2025;
the Company has issued and allotted 7,95,000 equity
shares on preferential basis to the persons covered
under non-promoter group category at the rate of
' 900/- per equity shares, which included premium of
' 890/- per equity share.

Consequent to the above issues, paid up share capital of the Company has been increased from ' 28,63,50,330/-
consisting of 2,86,35,033 Equity Shares of ' 10/- each to ' 30,33,26,550/- consisting of 3,03,32,655 Equity
Shares of ' 10/- each.

Further, the Company has made further investment of ' 49,24,42,290/- by way of subscription of 1,18,518 equity
shares of M/s Davaindia Health Mart Limited ("DIHML”) as a part of strategic investment and working capital
requirements of DIHML on June 13, 2025.

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) & 134(3)(a) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 is available on the
Company's website viz. www.zotahealthcare.com

AUDITORS AND AUDITOR'S REPORT

M/s Pradeep K. Singhi & Associates, Chartered Accountants, were appointed as the Auditors of the Company for
a term of 5 (five) consecutive years, at the 24^th Annual General Meeting held on September 28, 2024 and they
have carried out Audit for the financial year 2024-25.

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 is as follows:

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (Contd.)

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

# Re-appointments of Mrs. Bhumi Maulik Doshi and Mr. Vitrag Sureshkuamr Modi have been made 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.

^A Re-appointments of Mr. Himanshu Muktilal Zota and Mr. Kamlesh Rajanikant Zota, as Whole-time Director of
the Company, have been made by the Board of Directors in their meeting held on September 04, 2024, further
members of the Company in the 24^th Annual General Meeting held on September 28, 2024 have approved their
appointments.

$ Re-appointments of Mr. Dhiren Prafulbhai Shah and Mrs. Jayshreeben Nileshkumar Mehta have been made by
the Board of Directors in their meeting held on September 04, 2024, further members of the Company in the
24^th Annual General Meeting held on September 28, 2024 have approved their appointments.

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. Laxmi Kant Sharma, Executive 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:

Appointment of Mr. Viren Manukant Zota has been made by the Board of Directors of the Company in its meeting
held on March 30, 2024 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, further members of the Company in the 24^th Annual
General Meeting held on September 28, 2024 have approved their appointments.

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 above, 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 Fifteen (15) times during the year. Details of the same are
stated as below:

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, the 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 185 and 186 of the Companies Act, 2013 are furnished in the financial statements
of the Company.

CORPORATE SOCIAL RESPONSIBILITY
“Finding ourselves in the service of society"

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.

During the year under review, the 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 2024-25, the details of the same are
as per Annexure-2.

The Composition of the Committee is as follows:

During the year, the members of Committee met two (2) times. Details of the Meetings are stated as below:

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their duly signed declarations affirming that they have
met the criteria 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 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:

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:

During the year, Audit Committee has met five (5) times, details of the same are as stated below:

The Whole term of references of audit committee is 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:

The Board of Directors of the Company has on May 29, 2024 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:

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on March 26,
2025, 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

SUCCESSION PLAN

Your Company has an effective mechanism for
succession planning which focuses on orderly
succession of Directors, Key Management Personnel
and Senior Management. The Nomination and
Remuneration Committee implements this
mechanism in concurrence with the Board. The
Nomination & Remuneration Committee of the Board,
shall apply a due diligence process to determine the
suitability of every person who is being considered
for being appointed or re-appointed as a Director of
the Company based on their educational qualification,
experience & track record, and every such person shall
meet the ‘fit and proper' criteria.

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

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 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 duly 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

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 2024-25, which has been received
from the PCS Ranjit Binod Kejriwal is attached as
Annexure-5. Report of the Secretarial Auditor is self¬
explanatory 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 Davaindia 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 2024-25.
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

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, Company's core business
objective is to achieve growth with transparency,
accountability and with independency.

A certificate received from M/s Pradeep K. Singhi
& Associates, 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

The issued, subscribed and paid-up Share Capital of the Company stood at ' 28,63,50,330/- lakhs divided into
2,86,35,033 Equity shares of ' 10 each. After completion of financial year, on April 17, 2025; the Company has
issued and allotted 7,95,000 equity shares on preferential basis to the persons covered under non-promoter
group category at the rate of ' 900/- per equity shares, which included premium of ' 890/- per equity share.

Further, after completion of financial year, pursuant to the receipt of balance money of 75% of the warrant issue
price i.e. ' 381.75 per warrants, the Company has allotted equity shares as below:

Consequent to the above issues, paid up share capital of the Company has been increased from ' 28,63,50,330/-
consisting of 2,86,35,030 Equity Shares of ' 10/- each to ' 30,33,26,550/- consisting of 3,03,32,655 Equity
Shares of ' 10/- each.

UTILISATION OF FUNDS

During the year, the Company has raised funds through multiple preferential issues, the details of the same are
as below:

Preferential Issue - 1:

i. The Company issued and allotted 8,73,294 equity shares at the issue price of ' 509/- per equity share on a
preferential basis and the Company has received proceeds of ' 4445.07/- lakh from this issue.

ii. The Company has issued and allotted 26,44,836 fully convertible warrants on receipt of ' 127.25 being 25%
upfront amount of warrant issue price ' 509/- per fully convertible warrant on a preferential basis and the
Company has received proceeds of ' 3365.55/- lakh from the said issue.

iii. In addition to above, pursuant to the receipt of balance money of 75% of the warrant issue price i.e. ' 381.75
per warrants, the Company has allotted 4,74,912 equity shares in three tranches and by which received the
issue proceeds of ' 1812.98/- lakhs.

Preferential Issue - 2:

i. The Company issued and allotted 7,52,500 equity shares at the issue price of ' 820/- per equity share on a
preferential basis and the Company has received proceeds of ' 6170.5/- lakh from this issue.

ii. The Company has issued and allotted 7,52,500 fully convertible warrants on receipt of ' 205/- being 25%
upfront amount of warrant issue price ' 820/- per fully convertible warrant on a preferential basis and the
Company has received proceeds of ' 1542.63/- lakh from the said issue.

The details of utilization of funds raised through above preferential allotments as at March 31,2025 are as below:

Preferential Issue - 1:

Preferential Issue - 1:

Note 1: One of the proposed allottee namely Valiant Mauritius Partners FDI Limited has not subscribed the offer
under the preferential issue to the extent of 3,97,500 equity shares and 3,97,500 fully convertible warrants offered
to them and pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder
including applicable regulation of the (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended, the Board of Directors of the Company in its meeting held on February 20, 2025 has approved for
the disposal of the unsubscribed portion to the extent of 3,97,500 equity shares and 3,97,500 fully convertible
warrants offered to Valiant Mauritius Partners FDI Limited, accordingly, the Original cost as per Letter of offer has
been reduced with ' 6519 lakhs.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

M/s Everyday Herbal Beauty Care Private Limited and M/s Everyday Herbal Beauty And Wellness Care Private
Limited have become the subsidiaries 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, 2025; The Company has following Subsidiary Companies:

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 31,2025, the
WOS has opened 852 COCO stores. The financial performance of the WOS for the financial year ended March
31.2025 is as below:

Everyday Herbal Beauty Care Private Limited

Everyday Herbal Beauty Care Private Limited (EHBCPL), subsidiary of the Company is engaged in manufacturing,
wholesale and retail trading and marketing of cosmetic, ayurvedic and OTC products under the brand name
"Khadi India". The Company caters to domestic market. The financial performance of the EHBCPL for the financial
year ended March 31,2025 is as below:

Everyday Herbal Beauty and Wellness Care Private Limited

Everyday Herbal Beauty and Wellness Care Private Limited (EHBWCPL), subsidiary of the Company is engaged in
manufacturing, wholesale and retail trading and marketing of cosmetic, ayurvedic and OTC products under the
brand name "Khadi India". The Company caters to domestic market. During the year, EHBWCPL has not carried
out any business operations and the financials performance as at the year ended March 31, 2025 is as below:

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. The financial performance of the WOS for the
financial year ended March 31, 2025 is as below:

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

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:

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 31,2025 are as follows:

For the Board of Director
ZOTA HEALTH CARE LIMITED

Sd/- Sd/-

Moxesh Ketanbhai Zota Himanshu Muktilal Zota

Place: Surat Managing Director Whole-time Director

Date: 04.09.2025 DIN:07625219 DIN:01097722

1

The appointment of Mr. Vitrag Sureshkumar Modi is pursuant to obligation under Regulation 24 of SEBI Listing
Regulations and has been made on August 28, 2024.

The Policy on Material Subsidiary is available on the 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.