Notice of the 37th Annual General Meeting and Annual Report for the Financial Year 2025-26

ZENITH FIBRES LIMITED ISO 9001:2015 COMPANY CIN: L40100MH1989PLC054580 URL: www.zenithfibres.com Date: 01.09.2026 BSE Limited Corporate Relations Department, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001 Re: Zenith Fibres Limited Scrip Code: 514266 Sub: Notice of the 37th Annual General Meeting and Annual Report for the Financial Year 2025-26 Dear Sir/Madam, We wish to inform you that the 37th Annual General Meeting (“AGM”) of the Company is scheduled to be held on Tuesday, September 29, 2026 at 11:00 A.M. (IST) through Video Conferencing (VC)/Other Audio- Visual Means (OAVM). Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, please find enclosed the Annual Report of the Company for the Financial Year 2025-26, along with the Notice of 37th AGM. The said Notice of the 37th AGM and the Annual Report are also available on the Company’s website at www.zenithfibres.com. Kindly take the above information on your record. Thanking you, Yours faithfully, For Zenith Fibres Limited Dharati Bhavsar Company Secretary Encl.: As above Regd. Office: 311, Marol Bhavan, Marol Co-Op. Ind. Estate Ltd., M.V. Road, Andheri (E), Mumbai - 400059, Maharashtra, (India) Tele: +91-22-40153860 E-mail: mumbai@zenithfibres.com Corporate Office: 103 “Synergy House”, Subhanpura Road, Vadodara - 390023, Gujarat, (India) Tele: +91-265-228-3744 E-mail: baroda@zenithfibres.com Plant: Block 458, P.O. Tundav, Taluka: Savli, District: Vadodara - 391775, Gujarat, (India) Tele: +91-8780601186, 8780601179 E-mail: plant@zenithfibres.com ANNUAL REPORT 2025-26 Zenith Fibres Limited Annual 2025-26 Report Corporate Information Board of Directors: Mr. Sanjeev Rungta - Executive Chairman Mrs. Rashmi Desai - Independent Director Mr. Vikram Somani - Independent Director Mr. Aman Rungta - Whole Time Director & CFO Company Secretary: Mrs. Dharati Bhavsar Statutory Auditors: M/s. Surendra Modiani & Associates Chartered Accountants, Vadodara Registered Office: 311, Marol Bhavan, Marol Co-Op. Ind. Estate Ltd., M.V. Road, Andheri (E), Mumbai - 400059, Maharashtra, (India) Tel: +91 - 22 - 40153860 E-mail: mumbai@zenithfibres.com Website: www.zenithfibres.com CIN: L40100MH1989PLC054580 Corporate Office: 103 “Synergy House”, Subhanpura Road, Vadodara - 390023, Gujarat, (India) Tel: +91 - 265 - 228 - 3744 E-mail: baroda@zenithfibres.com Plant: Block 458, P.O. Tundav, Taluka: Savli, District: Vadodara - 391775, Gujarat, (India) CONTENTS Tel: +91 - 8780601186, 8780601179 E-mail: plant@zenithfibres.com Particulars Page No. Corporate Information 1 Registrars and Share Transfer Agents: Notice 2 Bigshare Services Pvt. Ltd. Board’s Report 14 Office No S6-2, 6th Floor, Pinnacle Business Park, Management Discussion and Analysis Report 20 Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, Maharashtra, (India) Corporate Governance Report 22 Tel: +91 - 22 - 62638200; Fax: +91 - 22 - 62638299 Independent Auditors’ Report 40 E-mail: investor@bigshareonline.com Website: www.bigshareonline.com Balance Sheet 49 Statement of Profit and Loss 50 Primary Banker: Cash Flow Statement 51 IDFC First Bank Limited Statement of Changes in Equity 52 Notes forming part of Financial Statements 53 Annual 2025-26 Report Notice NOTICE is hereby given that the 37th Annual General Meeting of the Members of Zenith Fibres Limited will be held on Tuesday, September 29, 2026 at 11:00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026 together with the Reports of the Board of Directors and the Auditors thereon. 2. To declare dividend at the rate of Rs. 1/- (10%) per Equity Share of face value of Rs. 10/- each, fully paid up, for the financial year 2025-26. 3. To appoint a director in place of Mr. Sanjeev Rungta (DIN: 00053602), who retires by rotation and being eligible, offers himself for re-appointment. Special Business: 4. Appointment of Mrs. Swati Shridhar (DIN: 11885559) as an Independent Director of the Company: To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company (the “Board”), Mrs. Swati Shridhar (DIN: 11885559), who was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from September 01, 2026 and who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature to the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from September 01, 2026 to August 31, 2031. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 5. Appointment of Mrs. Pinky Rungta (DIN: 01006085) as a Non-Executive Non-Independent Director of the Company: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152 and 161 of the Companies Act, 2013 (the “Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and such other applicable provisions, if any, of the Act and the Rules framed thereunder, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force) and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company (the “Board”), Mrs. Pinky Rungta (DIN: 01006085), who was appointed as an Additional Director in the category of Non-executive Non-Independent Director of the Company with effect from September 01, 2026 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.” By Order of the Board For Zenith Fibres Limited Sd/- Dharati Bhavsar Company Secretary Place: Vadodara Date: 14.08.2026 Annual 2025-26 Report Notes: 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”), setting out the material facts relating to the Special Business to be transacted at the Meeting, is annexed to this Notice. 2. Pursuant to the General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corpora [Showing first 8,000 characters — download PDF for full document]