Submission of Annual Report for the financial year 2025-26

19, R. N. Mukherjee Road, Kolkata- 700 001, India Telephone: 2248-7071, 2248-6936 E-mail: sec@zenithexportsltd.net website :www.zenithexportsltd.com CIN : L24294WB1981PLC033902 oz'" September, 2026 The Manager The Secretary Listing Department BSELimited National Stock Exchangeof India Limited Phiroze Jeejeebhoy Towers 'Exchange Plaza',C-1,Block-G DalalStreet Bandra-Kurla Complex Mumbai- 400001 Bandra (E),Mumbai- 400051 Scrip Code: 512553 Scrip Code: ZENITHEXPO Dear Sir/Madam, Sub: Submission of Annual Report for the financial year 2025-26 Pursuant to Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, we herewith submit the Annual Report of the Company for the financial year 2025-26 along with the Notice convening the 44thAnnual General Meeting scheduled to be held on Thursday, September 24, 2026 at 11:30 a.m. through Video Conference (flVC")/ Other Audio Visual Means ("0AVM"). The above is also available on the website of the Company at www.zenithexportslimited.com. Further, with regards to filing of Annual Report in XBRLmode, the same shall be filed in due course. ZENITH EXPORTS LIMITED ANNUAL REPORT 2025-26 ZENITH EXPORTS LIMITED ANNUAL REPORT 2025-26 ZENITH EXPORTS LIMITED ANNUAL REPORT 2025-26 Contents Details Page No. 1. Corporate Information 2 2. Notice 3-18 3. Directors Report 19-32 4. Secretarial Auditors’ Report 33-39 5. Management Discussion and Analysis 40-43 6. Report on Corporate Governance 44-68 7. Independent Auditors Report 69-80 8. Balance Sheet 81 9. Statement of Profit & Loss 82 10. Cash Flow Statements 83-84 11. Note on Financial Statements 85-116 ZENITH EXPORTS LIMITED ANNUAL REPORT 2025-26 CORPORATE INFORMATION Board of Directors Internal Auditors M/s. Rohit Jalan & Associates Managing Director Chartered Accountants Mr. Varun Loyalka Sherwood Street, Block-C, Flat No. T-1 169, N.S.C. Bose Road, Narendrapur Kolkata - 700103 Women Director Mrs. Urmila Loyalka Registrarand Share Transfer Agent MUFG INTIME INDIA PRIVATE LIMITED Non-Executive Independent Directors (Formerly Link Intime India Private Limited) Mr. Rabindra Kumar Sarawgee 20, R.N. Mukherjee Road, Mr. Kamal Koomar Jain Rasoi Court, 5th Floor, Kolkata-700001 Mrs. Priyanka Poddar Phone : 033-6906,6200 Mrs. Rasna Goyal Email:investros.helpdesk@in.mpms.mufg.com Website : www.in..mpms.mufg.com Chief Executive Officer Mr. Surendra Kumar Loyalka Registered Office 19, Rajendra Nath Mukherjee Road, 1st Floor, Kolkata-700001 Company Secretary Ph : 033-2248-7071/6936 Mrs. Anita Kumari Gupta Fax : 033-2243-9003 Email : sec@zenithexportsltd.net Chief Financial Officer Website : www.zenithexportslimited.com Mr. Sushil kumar Kasera CIN : L24294WB1981PLC033902 Board Committees Principal Banker Canara Bank  Audit Committee Mr. Rabindra Kumar Sarawgee - Chairman Scrip Code Mr. Kamal Koomar Jain - Member BSE –512553 Mrs. Priyanka Poddar - Member NSE – ZENITHEXPO Mrs. Rasna Goyal - Member Works Zenith Textiles  Nomination and Remuneration Committee 13, A/B/C, Industrial Area Mr. Kamal Koomar Jain - Chairman Nanjangud, Dist-Mysore Mr. Rabindra Kumar Sarawgee - Member Karnataka, Pin-571 302 Mrs. Urmila Loyalka - Member Zenith Exports Limited  Stakeholders Relationship Committee 106, B. T. Road, Mr. Rabindra Kumar Sarawgee - Chairman Kolkata – 700108 Mr. Kamal Koomar Jain - Member Mrs. Priyanka Poddar - Member Zenith Exports Limited 515 Anandapur, Statutory Auditors 106, B T Road, Phase-II, M/s. V. Goyal & Associates KasbaIndustrial Estate Kolkata-700107 Chartered Accountants Mercantile Building, A Block, 1st Floor Zenith Exports Limited 9, Lalbazar Street, Kolkata - 700001 515 Anandapur, P-71, Phase-II, Kasba Industrial Estate Secretarial Auditor Kolkata-700 107 CS. Vivek Mishra C/o. M&A Associates Zenith Exports Limited Room No. 401, 4th Floor, 13 Crooked Lane Anandapur, Kolkata-700069 P-29, Kasba Industrial Estate, Phase-II, Kolkata-700107 ZENITH EXPORTS LIMITED ANNUAL REPORT 2025-26 NOTICE NOTICE is hereby given that the 44th Annual General Meeting (“AGM”) of the Members of ZENITH EXPORTS LIMITED (CIN : L24294WB1981PLC033902) will be held on Thursday, 24th September’ 2026 at 11:30 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following businesses : ORDINARY BUSINESS : 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026, together with the Reports of the Board of Directors and Auditors thereon. To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution “RESOLVED THAT, the Audited Standalone Financial Statements of the Company for the financial year ended on 31st March, 2026 together with the Report of the Board of Directors and the Auditors thereon, placed before the Meeting, be and are hereby considered and adopted. 2. To appoint a Director in place of Mrs. Urmila Loyalka (DIN : 00009266), who retires by rotation and, being eligible, offers himself for re-appointment. To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution “RESOLVED THAT, Mrs. Urmila Loyalka (DIN : 00009266), who retires by rotation pursuant to the provi- sions of Section 152 of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, and being eligible, has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS : 3. Increase in Managerial Remuneration of Mr. Varun Loyalka (DIN-07315452) Managing 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 196, 197, 198, 200, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 17(6)(e) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, and subject to such other approvals, permissions and sanctions as may be required, consent of the Members of the Company be and is hereby accorded for revision in the remuneration payable to Mr. Varun Loyalka (DIN : 07315452), Managing Director of the Company, for the remaining period of his existing tenure commencing from September 24, 2024 and ending on September 23, 2027, with effect from 12th August, 2026, as follows : ZENITH EXPORTS LIMITED ANNUAL REPORT 2025-26 Particulars Existing Remuneration Revised Remuneration Monthly Remuneration Rs. 1,26,800 Rs. 1,76,800 Annual Remuneration Rs. 15,21,600 Rs. 21,21,600 Monthly Increase — Rs. 50,000 RESOLVED FURTHER THAT the revised remuneration of Rs.1,76,800/- per month, aggregating to Rs. 21,21,600 per annum, shall be payable to Mr. Varun Loyalka with effect from 12th August, 2026 together with such allow- ances, perquisites, benefits and other components of remuneration as may be applicable under the terms of his appointment and as approved by the Board/Nomination and Remuneration Committee from time to time, subject to the applicable provisions of the Act and SEBI LODR Regulations. RESOLVED FURTHER THAT pursuant to Section 197(1) and other applicable provisions of the Companies Act, 2013, approval of the Members be and is hereby accorded for payment of remuneration to Mr. Varun Loyalka in excess of the limit of five per cent of the net profits of the Company prescribed under Section 197(1) of the Act, subject to the applicable provisions of Schedule V there to. RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during the r [Showing first 8,000 characters — download PDF for full document]