Your Directors are pleased to present the 43rd Annual Report covering the operational and financial
performance of your Company along with the Audited Financial Statements for the financial year
ended March 31, 2025.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

OPERATIONAL REVIEW AND FUTURE OUTLOOK

During the financial year ended March 3 1,2025, your Company has achieved a turnover of Rs. 7210.31 Lakhs as
compared to the turnover of Rs. 8169.52 Lakhs recorded during the previous financialyear ended March 31,
2024.The Company has earned profit before tax for the financial year ended March 31,2025 of Rs. 240.76 Lakhs
compared to previous financial year profit of Rs. 66.33 Lakhs. The net profit after tax for the financial year ended
March 31,2025 stood to Rs. 171.30 Lakhs as compared to profit of Rs. 30.32 Lakhs over the last financial year.
Witha focus on producing the best quality of products, Zenith Exports Limited is accredited with the ISO 9001:2015,

ISO 14001:2015, certification.

The Company expects to increase its revenue and the profitability in the coming year as the business has started
showing growth and the economy as a whole hasmoved to its revival and future of the Company looks very bright.
There is nodearth of demand and the Company is well shaped to cope up itself with the market expectations.

WEAVING DIVISION

During the year underre view, demands of the Silk and silk blends continues to be under pressure dueto high
value of fabrics and less demand of expensive fabric in European andAmerican Markets. Consequent upon this
to strengthen the demand, the companyhas changed its product mix and now less expensive qualities are being
offered in the market and response is good.

But at the same time,company has to compete with big mills within India. Company is also developing
new fabric using anti-microbial in herent properties expanding its product offerings and capturing
new clients. Markups are very Low, but expecting good resultsin future.

SPINNING DIVISION

The Spinning division yourCompany called ‘Zenith Spinners' located at Dholka, Ahmedabad which had sus¬
pended its operations since December, 2015, due to steep competition and unfavorable market situation has
started business of trading of Cotton with effect from January, 2019 .

DIVIDEND

The Board of Directors did not recommend any dividend on Equity Shares during the year.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,
2025.

PUBLIC DEPOSITS

The Company has not accepted any deposit from public within the meaning of Section73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits)Rules, 2014.

CHANGE IN NATURE OFBUSINESS, IF ANY

Duringthe financial year 2024-25, there has been no change in the nature of business of the Company.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31,2025 stands at Rs. 5,39,62,500/- comprising
Nos. 53,96,250 Equity Shares of Rs. 10 each. During the financial year 2024-25, your Company hasneither
issued any shares with differential voting rights nor has granted any stock options or sweat equity.

DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

PARTICULARS OF LOAN,GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Compa¬
nies Act, 2013 have been disclosed in Notes to the FinancialStatements for the financial year ended March 31,
2025, which forms part of this Annual Report. Your Company has not given any guarantee or provided any
security during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE
FINANCIAL YEAR AND DATE OF THIS REPORT

Except as disclosed elsewhere in this report, there havebeen no material changes and commitments which
could affect the financialposition of your Company, between the end of financial year i.e. March 31,2025 and the
date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

During the year under review, there were significant order received from SEBI to one of the promoter Mr. Rajkumar
Loyalka for violation of Regulation 10(5) of SEBI(Substantial Acquisition of Shares and Takeovers) Regulations,
2011, which caused SEBI (Settlement Proceedings) Regulations, 2018 in terms of Chapter VIIof SEBI (Settle¬
ment Proceedings) Upon, remittance of settlement amount of Rs.3,34,687/- were received on January 22, 2025
& the payment has done by him.

LISTING INFORMATION

The Company's equity shares are listed on BSE Limited (BSE) and on the National Stock Exchange of India
Limited (NSE). Listing Fees have been paid up to March 31,2026 to both Stock Exchanges.

ACCREDITATION

The Company have been accredited ISO 9001:2015 for Quality Management System by JAS-ANZ.

RELATED PARTY TRANSACTIONS

During the financial year 2024-25 all transactions entered by the Company with Related Parties as defined under
Section 2(76) of the Companies Act, 2013 read with Rules framed there under were in the ‘ordinary course of
business' and ‘at arm'slength' basis and there has been no materially significant Related PartyTransactions
having potential conflict with the interest of the Company. Your Company also did not enter into any Related
Party Transactions which requireprior approval of the Members. All Related Party Transactions of your Company
had prior approval of the Audit Committee and the Board of Directors, asrequired under the Companies Act and
Listing Regulations. Subsequently, theAudit Committee and the Board have reviewed the Related Party Transac¬
tions on aquarterly basis. Your Company has formulated a Policy on Related PartyTransactions and the said
Policy has been uploaded on the website of theCompany at https://www.zenithexportsltd.com/.

Particulars of contract or arrangements with related parties referred to in Section 188(1)of the Act, in
the prescribed Form AOC-2, is annexed as Annexure I, to this Report. Shareholders may refer to
notes to the Financial Statements for details on Related Party Transactions as required under the Ind
AS 24.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Mana¬
gerial Personnel) Rules, 2014 and Companies (Appointmentand Remuneration of Managerial Per¬
sonnel) Amendment Rules, 2016 are annexed as Annexure - II to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) readwith Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 isavailable on the Company’s website at https://www.zenithexportsltd.com/.

AUDITORS AND AUDIT REPORT
Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, as amended, M/s. V. Goyal & Associates, Chartered Accountants, Kolkata
(ICAI Firm Registration No. 312136E), was Re-appointed as Statutory Auditors of the Company for a
second consecutiveperiod of 5 (five) years from the conclusion of the 40th Annual General Meeting of
the Company held on 30th September’ 2022 till the conclusion of 45th Annual General meeting to be
held in the year 2027.

Your Company has received a certificate from M/s. V. Goyal & Associates,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 avalid certificate issued by the Peer Review Board of the ICAI as required underthe provisions of
Regulation 33 of the Listing Regulations.

The Report given by the Auditors on the financial statements of the Company for the financial year
ended March 31,2025 forms part of the Annual Report. The Report does not contain any qualification,
reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the Provisions of Section 204 of the Companies Act’ 2013 read with Companies (Appoint¬
ment and Remuneration of Managerial Personnel) Rules, 2014 (asamended), the Board have ap¬
pointed CS Vivek Mishra (FCS: 8540, COP No.17218), Practicing Company Secretary, Partner M & A
Associates as the Secretarial Auditor of the Company, to conduct the Secretarial Audit for the financial
year ended March 31,2025 and to submit Secretarial Audit Report in the prescribed Form No. MR-3.

Cost Auditor

Inview of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, the provisions of Cost Audit is not appli¬
cable on the products of the Company forthe ended March 31, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS

Duringthe year under review your Company has complied with the respective mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.

INTERNAL CONTROL SYSTEM AND ADEQUACY

Your Company has an adequate system of internal financial controls commensurate with its size and
scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business,
including adherence to the Company’s policies, safeguarding of its assets, prevention and detection
of frauds anderrors, accuracy and completeness of accounting records, and timely preparation of
reliable financial information. The Audit Committee evaluates the internal financial control system
periodically.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN¬
INGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings
and outgo, required to be disclosed by section 134 (3) (m) of the Companies Act, 2013 read with Rule
8 (3) of the Companies (Account) Rules, 2014 are given below:-

A. CONSERVATION OF ENERGY

The Company is engaged in the continuous review of energy costs, reduction inenergy generation
cost through improved operational and maintenance practices. Energy conservation continues to
receive priority attention at all levels. Company is continuing with energy saving measures initiated
earlier like usage of more sophisticated machinery which can do more work in lesser time and thereby
reducing the requirement of equipment that programs to maximize savingin i) Electrical Energy and
ii) Fuel oil consumption.

POWER AND FUEL CONSUMPTION

B. TECHNOLOGY ABSORPTION

There are no existing technology supply agreements. Along with that, we have been continuously
adding latest machines and balancing equipments as and when required.

C. FOREIGNEXCHANGE EARNINGS AND OUTGO

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company's Board is duly constituted incompliance with the requirement of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Asso¬
ciation of the Company. As on March 31,2025, the Company's Board comprised of 6 (six) Directors. Details of the
composition of the Board are providedin the Corporate Governance Report for the financial year 2024-25.

Mrs. Varun Loyalka (DIN: 07315452), Director of the Company isliable to retire by rotation at the ensuing AGM and
being eligible, has offered himself for re-appointment in terms of Section 152(6) of the Act, read with theArticles of
the Company and appointment terms. Your Board recommends the re-appointmentof Mr. Varun Loyalka as a
Director of the Company, liable to retire by rotation.

The Company has received Notice under Section 160 of the Companies Act, 2013 from the Member(s) of the
Company proposing the candidature of Mr. Varun Loyalka for her re-appointment at the ensuing AGM.

Necessary Resolution along with disclosure / information inrespect of the director seeking appointment/re-ap-
pointment has been annexed tothe Notice convening the ensuing AGM.

As on March 31,2025, Mr. Varun Loyalka, Managing Director, Mr. Rajkumar Bilasrai Loyalka, Chief Executive
Officer, Mr. Surendra Kumar Loyalka, Jt. Chief Executive Officer, Mr. Sushil Kumar Kasera, Chief Financial Officer
and Mrs. Anita Kumari Gupta,Company Secretary are the whole-time Key Managerial Personnel of the Company
interms of Section 203 of the Companies Act, 2013. Mrs. Anita Kumari Gupta had been appointed as the Com¬
pany Secretary & Compliance Officer of the company.

BOARD MEETINGS

During the financial year 2024-25,4 (Four) Board Meetings were held. The said meetings were held on May 30,
2024, August 12, 2024, November 14, 2024 and February 12, 2025. Details of Board composition and Board
Meetings held during the financial year 2024-25 have been provided in the Corporate Governance Report which
forms part of this Annual Report.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors hascarried out an annual evaluation of its own performance, Board Committees, and
individualdirectors pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated itsperformance after seeking inputs from all the directors on the basis of criteria such as the
Board composition and structure, effectiveness of board processes, information and functioning, etc. The perfor¬
mance of the Committees was evaluated by the Board after seeking inputs from the committee members on the
basis of criteria such as the composition of committees, effectiveness ofcommittee meetings, etc. The above
criteria are as provided in the “Guidance Note on Board Evaluation” issued by SEBI on January 5, 2017.

In a separate meeting of independent directors held on March 19, 2025, performance of non-independent directors
and the board as a whole was evaluated without the presence of Non-Independent Directors and members of the
management pursuant to Regulation 25 (3) of the Listing Regulations and Schedule IV of the Companies Act,
2013.

The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of flow of infor¬
mation between the company management and the Board that is necessary forthe Board to effectively and rea¬
sonably perform their duties. Additionally, the Chairman of the Board was also evaluated on key aspects of his
role, taking into account the views of executive directors andnon-executive directors in the aforesaid meeting. The
above evaluations were then discussed in the board meeting that followed the meeting of the independent directors
and meeting of the Nomination & Remuneration Committee, at which the performance of the board, its commit¬
tees, and individual directors was also discussed.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Directors confirming that they meet
thecriteria of independence, as laid down Section 149(6) of the Companies Act, 2013 and in terms of Regulation
16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Names of all the Indepen¬
dent Directors of the Company are registered with the Independent Directors' Databank being maintained by the
Indian Institute of Corporate Affairs.Requisite confirmations as per Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, have been received from the Independent Directors in this
regard.

The Board of Directors have taken on record the declaration and confirmation submitted by the Independent
Directors after undertaking due assessment of the veracity of the same and isof the opinion that all the Indepen¬
dent Directors of the Company have requiredintegrity, experience and expertise.

FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

The Management of the Company keeps regularly updating the Independent Directors about the Company's
businesses, market conditions, growth and performance, strategies, efficacies of internal financial controls, inter¬
nal and external risks along with mitigation plans,compliance and governance structure and other material infor¬
mation relevant forthem to have a clear understanding of their roles, rights and responsibilities for the purpose of
contributing significantly towards the growth of the Company.

The Company organized afamiliarization programme for the Independent Directors on the Board of the Company in
compliance of Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The detail of such familiarization programme is available on the website of the Company at www.zenithexportsltd.com.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the CompaniesAct,
2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The

details pertaining to composition and meetings of the committee are provided in the Corporate Governance Report,
which forms part of this report. The Board has accepted all the recommendations made by the Audit Committee
during the financial year 2024-25.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act, 2013 read with Regulation 19(4) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, the Company has adopted a Nomination & Remu¬
neration Policy for selection and appointment of Directors including determining qualifications and independenceof
a Director, Key Managerial Personnel, and providing for their remunerationand that of the senior management
personnel as part of its charter and othermatters provided under the Act and Listing Regulations. The Nomination
and Remuneration Policy of the Company is available on the Company's website at www.zenithexportsltd.com.

The objectives and key features of this Policy are as under:

• Formulation of the criteria for determining qualifications, positive attributes and independence of the Direc¬
tors, Key Managerial Personnel and Senior Management Personnel;

• Identifying persons who are qualified to become Directors and persons who may be appointed in Key
Managerial and Senior Management positions in accordance with the criteria laid down in this policy;

• Formulation of criteria for performance evaluation of the Board, its Committees and Directors including
Independent Directors/ Non-Executive Directors;

• Devising a policy on Board diversity;

• Directors' induction and continued updation as and when required of their roles, responsibilities and liabili¬
ties;

• Aligning the remuneration of Executive Directors, Key Managerial Personnel and Senior Management Per¬
sonnel with the Company's financial position, industrial trends, remuneration paid by peer companies etc.;
and

• Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.
DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby
confirm that :

a) In the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable
Accounting Standards had been followed along with proper explanation relating to material departures;

b) 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 as at March 31,2025 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In terms of section 177(9) of Companies Act, 2013 read with Rules framed thereunder and also in terms of
Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended, the
Company has a Vigil Mechanism that provides amechanism for the Director/ employees to report without fear of
victimization,any unethical behavior, suspected or actual fraud, violation of the Code ofconduct and instances of
leak of Unpublished Price Sensitive Information, whichare detrimental to the Company's interest. The mecha¬
nism protects whistle blower from any kind of discrimination, harassment, victimization or any otherunfair em¬
ployment practice. The Company affirms that no employee has beendenied access to the Audit Committee. The
said Policy is placed on the website of the Company at www.zenithexportslimited.com. During the year under
review, there has been no incidence reported which requires action by the Vigil Mechanism Committee.

RISK MANAGEMENT POLICY

The Company has put in place a Risk Management Policy with the objective of timely identification of risks,
assessment and evaluation of such risks in line with the overall business objectives or strategies and defines
adequate mitigationstrategy. Risk is an integral part of any business and the Company is committed to manage
the risk in a proactive and efficient manner. The Risk management Policy of the Company has been published in
the Company's website at www.zenithexportslimited.com.

POLICY ON PREVENTION OF SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PRO¬
HIBITION AND REDRESSAL) ACT’2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and therules thereunder
for prevention and redressal of complaints of sexualharassment at workplace. The said policy is available on the
website of the Company at www.zenithexportslimited.com. An internal Complaints Committee (ICC) has been
set up to redress complaintsreceived regarding sexual harassment. All employees (permanent,
contractual,temporary, trainees) are covered under this Policy. During the year under review, there was no case
of Sexual Harassment received or disposed of by the Company.

ONE-TIME SETTLEMENT WITH BANKS AND FINANCIALINSTITUTIONS

The Company had not approached to the Banks and Financial Institution for One Time Settlement (OTS) for loan
taken by it from them during the period under review.

CASES WITH NCLT UNDER IBC

There were no cases which are pending with NCLTunder IBC during the period under review.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PRE¬
VENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action on the part of any executive that may fall under the ambit
of ‘Sexual Harassment' at the workplaceand is fully committed to upholding and maintaining the dignity of every
woman executive working in the Company. The Company takes all necessary measures toensure a harassment-
free workplace.

The following is a summary of sexual harassment complaints received anddisposed-off during the year 2024-25:

1. No. of Complaintsof sexual harassment received during the Financial Year: NIL

2. No. of Complaintsdisposed of during the Financial Year : NIL

3. No. of Complaintspending for more than ninety days : NIL

COMPLIANCE WITHMATERNITY BENEFIT ACT, 1961

In accordance with the revised disclosure requirements, the Company hereby affirms its compliance with the
provisions of the Maternity Benefit Act,1961. This declaration confirms that the Company continues to uphold all
statutory obligations relating to maternity benefits, thereby ensuring the protection and welfare of women em¬
ployees in the workplace.

EMPLOYEE DEMOGRAPHICS AS ON FINANCIAL YEAR-END

Companies are now also required to report on the total number of employees as on the closure of the financial
year, disaggregated by genderidentity. These disclosures are designed to enhance accountability and reflect the
company's efforts toward inclusivity and equitable workplace practices.

Female : 18

Male : 10

Transgender : Nil

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and
SEBI Listing Regulations. A separate section on Corporate Governance along with a certificate from the Statutory
Auditors confirming compliance of conditions of Corporate Governance as stipulated under Part-D of Schedule V
of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is annexed hereto and forms part
of this report.

A certificate from Practicing Company Secretary confirming that none of the Directors on the Board of the
Company has been debarred or disqualified from being appointed or continuing as director of the Company as
prescribed under Listing Regulations is also annexed and forms part of this report.

Management Discussion and Analysis Report for the financial year 2024-25, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section
forming a part of this Report.

APPRECIATION

Your Directors place on record their deep appreciation of the continued support and guidance provided by Central
and State Government and all Regulatory bodies. Your Directors offer their heartiest thanks to the esteemed
shareholders, customers, business associates, Financial Institutions and Commercial Banks for the faith re¬
posed by them in the Company and its management. Your Directors place on record their deep appreciation of
the dedication and commitment of Company's officers and employees at all levels and look forward to their
continued support in future as well.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
ZENITH EXPORTS LIMITED ZENITH EXPORTS LIMITED

Sd/- Sd/-

Rabindra Kumar Sarawgee Varun Loyalka

Place : Kolkata Director Managing Director

Date : 30.05.2025 DIN: 00559970 DIN: 07315452