Annual Report for the financial year 2025-26

Zenfabs Ethica Ltf,, CIN NO. : L74900CH1993PLC033112, GSTIN NO. : O3AAFCS6226GlZL Regd. Office :Ph,t No. '194-195, 3rd Floor, IndustrialArea, Phase-ll, Chandigarh -160 002 Tel. : 0172465 1105, Fax . 0172-265 6855 E-mail: queries@zenlabsethica.com, Website : www.zenlabsethica.com The Manager Date: September 4,2O26 Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001 M aharashtra tRef:ZenlabsEthlcaLimited(Scrip Dear Sir/ Madam, In compliance with the provisions of Regulation 34(1)(a) of the Securities & Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations 2015, Please find enclosed the Annual Report of the Company along with the Notice of Annual General Meeting for the Financial Year 2025-26. In compliance with Regulation 34(1)(a) of the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, as amended read with applicable circulars of the MCA and SEBI, the.Annual Report for the Financial Year (FY) 2025-26, is being sent in electronic mode to the Members whose email lDs are registered with the Company / Registrar and Transfer Agent / Depository Participants. Further, in compliance with Regulation 36(1Xb) of the SEBI Listing Regulations, a Letter is being sent to Members whose e-mail lDs are not registered with the Company / Registrar and Transfer Agent / Depository Participant(s) providing the weblink where the Annual Report for the Financial Year 2025- 26 can be accessed on the Company's website. The above information is also being made available on the Company's website www.Zenlabsethica.com. This is for vour information and records, Thanking You Yours Trulv For ZENLABS ETHICA LIMITED NIKUNJ GOEL COMPANY SECRETARY & COMPLIANCE OFFICER Encl: As Above Admin Ofiice : Near Mannat Enclave & Jaharvir Goga Ji Mandir, Khata No.719n96, Village Pabhat, Ziakpur, Distt. Mohali-140603 ZENLABS ETHICA LIMITED 33rd ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2026 About Zenlabs ZENLABS ETHICA LIMITED is a WHO–GMP certified pharmaceutical firm headquartered in Chandigarh. It operates across Trading and distribution of diversified pharmaceutical formulations under multiple divisions (Zenlabs, Coles Pharma, Mega Star), servicing both domestic and key international markets including Southeast Asia. A part of the Preet Remedies Group, the company benefits from a robust contract manufacturing infrastructure. The Company continues to focus on expanding its product reach and strengthening its market presence through strategic alliances, enhanced distribution capabilities, and consistent quality compliance under WHO–GMP norms. With a strong presence in Southeast Asian markets and a growing domestic footprint, Zenlabs Ethica Limited is positioned to leverage its diversified product portfolio and distribution strength to drive long-term growth. ZENLABS ETHICA LIMITED 33rd ANNUAL REPORT 2025-2026 CONTENTS: Notice of 33rd Annual General Meeting 1-17 Board’s Report 18-35 Form MR-3 (Secretarial Audit Report) 36-41 {Disclosure Under The Companies (Appointment And 42-44 Remuneration Of Managerial Personnel) Rules, 2014} Management Discussion And Analysis Report 45-53 Independent Auditors’ Report 54-70 Financial Statements for the year ended March 31, 2026 71-105 Attendance Slip & Proxy Form 106-107 Route Map to Reach to The Venue Of AGM 108 33rd ANNUAL GENERAL MEETING Tuesday, 29th September, 2026 12.00 P.M. Plot No.194-195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh-160002, India. CORPORATE INFORMATION AS ON 31.03.2026 MR. SANJEEV SINGAL Mr. SANJAY DHIR Managing Director & Chief Executive OfficeMr (rCsE. OH)I MJYOTI Whole Time Director (Executive Director) Non-Executive Director Mr. ANURAG MALHOTRA Mr. KULDEEP SINGH Independent Director Independent Director Mr. ADARSH SHARMA Mr. NIKUNJ GOEL Chief Financial Officer Company Secretary and Compliance Officer (Appointed on 29.05.2026) ------------------------------------------------------------------ ----------------------------------------- ---S--T-A--T-- UTORY AUDITORS M/s. N KUMAR CHHABRA & CO., CHARTERED ACCOUNTANTS, CHANDIGARH (Registration NSoE.0C0R0E8T3A7RNI)A L AUDITORS JASPREET DHAWAN & ASSOCIATES, COMPANY SECRETARIES CP NO. 8545 H. No. 705, Phase- 10, Sector- 64, Mohali- 160062, Punjab REGISTRAR & TRANSFER AGENT --------------------------------------------------------------------------------------------------------------------------- BIGSHARE SERVICES PVT. LTD Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Plot No. 194-195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh-160002, India Andheri (East) MumbaWi e–b s4it0e0: h0t9tp3:/ /www.zenlabsethica.com Regd. Office: NOTICE TO MEMBERS NOTICE IS HEREBY GIVEN THAT THE 33rd (THIRTY THIRD) ANNUAL GENERAL MEETING (AGM) OF THE ZENLABS ETHICA LIMITED WILL BE HELD ON TUESDAY, THE 29th DAY OF SEPTEMBER, 2026 AT 12:00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT PLOT NO. 194-195, 3RD FLOOR, INDUSTRIAL AREA, PHASE II, RAM DARBAR, CHANDIGARH-160002, INDIA TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: ITEM NO. 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 TOGETHER WITH THE REPORT OF THE BOARD OF DIRECTORS AND THE STATUTORY AUDITORS THEREON To consider and if thought fit, pass the following resolutions as an Ordinary Resolution: “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026 (including the Balance Sheet as at March 31, 2026; Statement of Profit and Loss; Cash Flow Statement for the year ended March 31,2026; along with summary of significant accounting policies and the accompanying notes forming an integral part of the financial statements) along with the Report of the Board of Directors and the Statutory Auditors’ Report thereon, as placed before the members, be and are hereby, received, considered and adopted.” ITEM NO. 2 TO RE-APPOINT MR. SANJAY DHIR (DIN: 02452461), WHO RETIRES BY ROTATION IN TERMS OF SECTION 152 (6) OF THE COMPANIES ACT, 2013 AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013,Mr. Sanjay Dhir (DIN:02452461), Whole Time Director of the Company, who retires by rotation and being eligible for reappointment, be and is hereby, re-appointed as Director of the Company.” ITEM NO. 3 TO RE-APPOINT M/S N. KUMAR CHHABRA & CO., CHARTERED ACCOUNTANTS, AS THE STATUTORY AUDITORS OF THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 139 OF THE COMPANIES ACT, 2013 To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactments thereof for the time being in force), and based on recommendation of the Audit Committee and the Board of Directors of the Company, M/s. N Kumar Chhabra & Co., Chartered Accountants (FRN: 000837N) be and are hereby re-appointed as Statutory Auditors of the Company, for a term of 5 (five)consecutive years i.e. from F.Y.- 2026-27 to 2030-2031 up to the conclusion of the Annual General Meeting to be held in the year 2031 on such remuneration as may be approved by the Audit committee /Board of Directors from time to time. SPECIAL BUSINESS: ITEM NO. 4 TO AMEND THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER To consider a [Showing first 8,000 characters — download PDF for full document]