T he Board of Directors is pleased to present the 31^st Annual Report on the business and operations of

your Company along with the audited statement of accounts and the Auditors' Report for the financial year
ended March 31, 2024. The highlights of the financial results for the year under review are given below:

1. FINANCIAL RESULTS:

The Company's financial and operational performance for the year ended March 31, 2024 issummarized
below:

(Rs. in Lakh)

There are no material changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year and the date of this report.

Further, there has been no change in nature of business of the Company.

2. THE STATE OF THE COMPANY'S AFFAIRS:

Your company is one of the leading marketing companies, which is trading in wide range of branded drugs
including GIT disorders, Anti-Diabetics, Anti-Hypertensive Drugs, Anti-Infective, Soaps & Anti-Bacterial
Drugs, Nutraceuticals and more. Zenlabs Ethica Limited corporate sustainability is demonstrated through

(a) fair, transparent and ethical governance,

(b) engagement with marginalized and vulnerable communities,

(c) adherence to and respect for all human rights,

(d) reduction of impact of its operations on the environment and

(e) promotion of employee well-being and safety.

In last three years, your company has optimized its business models, reshaped its portfolio, and expanded
its footprint to strengthen its competitive position in key geographies. Throughout the pandemic, your
company has up scaled our capabilities to ensure widespread availability of quality medicines. Your
Company is committed to investing in talent to nurture an agile, innovation, and excellence -focused culture.

Management discussion and analysis report attached as Annexure-D to the Director's Report provides
detailed analysis of the State of the Company's Affair, including the future prospects for the Company.

3. TRANSFER TO RESERVES:

During the financial year 2023-24 the Company has transferred INR 42.12 Lakh (Profit after tax) to the
General Reserves.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances, has
decided that it would be prudent, not to recommend any Dividend for the financial year ended March 31,
2024.

5. CHANGES IN SHARE CAPITAL, IF ANY:

During the year under review, there has been no change in the authorized, issued, subscribed and paid-up
share capital share capital of the Company.

As on 31st March 2024, the authorized share capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty
Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten) each and paid-up
share capital is Rs. 6,51,00,150 (Rupees Six Crore Fifty-One Lakhs One Hundred Fifty only) divided into
65,10,015 (Sixty-Five Lakhs Ten Thousand Fifteen only) equity shares of Rs. 10/- (Rupees Ten only) each.

The detailed break-up of the share capital is furnished in Note-15 to the 'Notes to Accounts' of the Audited
Financial Statements of the Company.

6. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3)
and Section 134(3)(a) of the Companies Act ,2013 as amended from time to time and the Companies
(Management and Administration) Rules, 2014, will be made available on the website of the Company at
https: // www.zenlabsethica.com.

7. BOARD OF DIRECTORS OF THE COMPANY:

a) Composition of the Board of the Directors

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive
and Independent Directors. The composition of the Board is in conformity with Section 149 of the
Companies Act, 2013. The Board of Directors comprised of 5 (five) Directors as on March 31, 2024.
The names of the directors, their DIN, category of their directorship along with other relevant
details are given hereunder: -

*Note: Mr. Hitesh Popatlal Oswal ceased to be Director of the Company with effect from 30^th September, 2023.
Mr. Ashok Kumar Gupta ceased to be Director of the Company with effect from 18^th October, 2023.

b) Meeting and attendance

During the financial year ended on March 31, 2024, the Board met 8 (Eight) times during the year
under review. The details of such meetings are given below. The maximum interval between any
two meetings did not exceed 120 days, as prescribed by the Act. The Attendance of the Directors at
the Board Meetings are as under:

d) Directors / Key Managerial Personnel appointed / resigned during the financial year under
review and up to the date of this report:

During the period under review following changes took place in the composition of Board of directors
and Key Managerial Personnel of company:

After the closure of financial year and before the date of signing of Board report following changes took
place in the Key Managerial Personnel of company:

e) Declaration of Independent Directors:

The Independent Directors of your Company have submitted requisite declarations that they
continue to meet the criteria of Independence as laid down in Section 149(6) of the Companies Act,

2013 and Regulations 16(1) (b) and there is no change in the status of their Independence and have
confirmed that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors of your Company are in compliance with the requirements under Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

The Board of Directors further confirms that the Independent Directors also meet the criteria of
expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules,

2014 (as amended).

f) Independent Directors Meeting and Board Evaluation

In order to ensure that the Board and Board Committees are functioning effectively and to comply
with the statutory requirements, the annual performance evaluation of the Board, Board Committees
and individual Directors was conducted during the year. The evaluation was carried out based on the
criterion and framework approved by the Nomination and Remuneration Committee pursuant to the
provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board 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 performance 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 of
committee meetings, etc.

In a separate meeting of Independent Directors held on January 01, 2024, performance of Non¬
Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking
into account the views of executive directors and non-executive directors.

At the board meeting that followed the meeting of the Independent Directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual Directors was also discussed. Performance evaluation of independent directors was done
by the entire Board, excluding the Independent Director being evaluated.

8. COMMITTEES OF THE BOARD:
a) Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with the rules made thereunder. The Committee comprises of members
who possess financial and accounting expertise/exposure.

During the year under review, Meetings of the Audit Committee were held as follows:

Composition of the Committee and details of attendance of each Member at the Audit Committee
Meetings are as follows:

Note: *Mr. Ashok Kumar Gupta ceased to be the Chairman & member of the Committee subsequent to his
resignation from the post of Independent Director of the Company with effect from 18^th October, 2023.

**Mr. Kuldeep Singh, Independent Director was appointed as a Chairman & member of the Committee with
effect from 6^th November, 2023.

The Manager, Chief Financial Officer, Internal Auditors, Statutory Auditors and other senior
executives of the Company attended the Audit Committee Meetings as invitees. The Company
Secretary acts as the Secretary to the Audit Committee.

b) Nomination and Remuneration Committee

The composition, powers, role and terms of reference of the Nomination and Remuneration
Committee are in accordance with the requirements mandated under Section 178 of the Companies
Act, 2013. Apart from the above, the Committee also carries out such functions/responsibilities
entrusted on it by the Board of Directors from time to time.

During the year under review, Meetings of the Committee were held as follows:

Composition of NRC and details of attendance of the Members at Meetings of the Committee are as
follows:

Note: *Mr. Ashok Kumar Gupta ceased to be the Chairman & member of the Committee subsequent to his
resignation from the post of Independent Director of the Company with effect from 18^th October, 2023.

** Mrs. Himjyoti, Non-Executive Director was appointed as a Chairman & member of the Committee with
effect from 6^th November, 2023.

c) Stakeholder Relationship Committee

The composition, powers, role and terms of reference of the Committee are in accordance with the
requirements mandated under Section 178 of the Companies Act, 2013.

During the year under review, Meetings of the Committee were held as follows:

Note: **Mr. Ashok Kumar Gupta ceased to be the member of the Committee subsequent to his resignation from the
post of Independent Director of the Company with effect from 18th October, 2023.

**Mr. Kuldeep Singh, Independent Director was appointed as a member of the Committee with effect from
6^th November, 2023.

9. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Company's Policy on Director's appointment and remuneration and other matters provided in section 178(3)
of the Companies Act, 2013 is available on the website of the Company and can be accessed at
https://www.zenlabsethica.com/policies/.

10. STATUTORY AUDITORS:

Pursuant to Section 139 of the Companies Act, 2013, and rules made thereunder, M/s. N Kumar Chhabra & Co.,
Chartered Accountants, Chandigarh (Registration No.000837N), were appointed as Statutory Auditors of the
Company in the 28th Annual General Meeting held on September 30, 2021 to hold the office from the conclusion
of the said Annual General Meeting until the conclusion of the 33th Annual General Meeting to be held in year
2026.

Pursuant to 141 of the Companies Act, 2013 and relevant Rules prescribed thereunder, the Statutory Auditors
have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Statutory Auditor of the company have audited the accounts of your Company for the FY 2023-24 and their report
is annexed together with the explanatory notes therein, which are self-explanatory and therefore, do not call for
any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Pursuant to sub-section (3)(ca) of section 134 of the Companies Act, 2013, it is further declared that no frauds
have been reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013. The
Auditors' Report does not contain any qualification, reservation or adverse remark.

11. INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act, 2013 read with applicable rules made thereunder, The Board of
Directors appoint M/s Anu & Associates, Chartered Accountants as the Internal Auditors of your Company,

The Internal Auditors have reviewed the design and operating effectiveness of various process covering the
surveillance, operational, statutory compliances, business development, administrative, human resource,
financial & accounting aspects of your Company.

The Internal Auditors were satisfied with the management response on the observation and recommendations
made by them during the course of their audit and have expressed satisfaction with the internal systems, controls
and process followed by your Company.

12. SECRETARIAL AUDITOR & REPORT:

Pursuant to Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s
Jaspreet Dhawan & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the
Company for year ended March 31, 2024.

The Report of the Secretarial Audit is annexed herewith as Annexure - A. The said Secretarial Audit Report does
not contain any qualifications, reservations, adverse remarks and disclaimer.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of its knowledge and
ability, confirm that:

a. That in the preparation of the annual accounts, the applicable accounting standard had been followed
along with proper explanation relating to material departures.

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 of the company at the end of the financial year and of the Profit of the Company for that Period.

c. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting
records in accordance with the provision of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual accounts on a going concern basis.

e. That 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. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

14. RESEARCH AND DEVELOPMENT:

As your Company is a trading company and not directly involved in any manufacturing activity, your
Company is not directly involved in any Research and Development activities.

15. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The Company's operations do not involve high consumption of energy. The company has taken adequate
measures regarding conservation of energy.

The details of the Foriegn Exchange earnings and outgo are given as the part to the Notes to Account of the
Financial statement.

16. DEPOSITS:

Your Company had not invited any deposits from the public, and as such, no amount on account of principal
or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31, 2024.

17. PARTICULARS OF EMPLOYEES:

The ratio of remuneration of each Director to the median employee's remuneration and other details in
accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as
Annexure B.

18. BUY BACK OF SHARES:

During the year under review, your Company has not announced any scheme for buy back of shares from
its shareholders.

19. CORPORATE GOVERNANCE:

The company falls under the exemption criteria as provided under Regulation 15(2)(a) of the SEBI (Listing
Obligations & Disclosure requirements) Regulations, 2015 as the Paid-up capital of the company was below
Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2024, Company's Paid-up Capital is of Rs. 6,51,00,150/- (Rupees Six Crore Fifty-One Lakhs
and One Hundred Fifty only) and Net worth INR 101,230,000/- (Indian Rupees Ten Crore Twelve Lakh

Thirty-Five Thousand Only).

Hence, compliance with Corporate Governance provisions as per Listing Obligations & Disclosure
requirements (LODR) Regulations, 2015 are not applicable to company.

20. VIGIL MECHANISM POLICY:

The Board, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 has framed a "VIGIL MECHANISM".

Your Company believes in highest possible standards of ethical practices, moral and legal conduct of
business operations and to maintain these standards, the Company encourages its Directors and employees
to come forward and freely communicate their concerns about illegal or unethical practices/ behavior,
actual or suspected, fraud or violation the appropriate authority so that timely and speedy investigations
can be undertaken and corrective action could be taken if warranted.

This mechanism has been framed with a view to enable stakeholders, including Directors, individual
employees of the Company to freely communicate their concerns about illegal or unethical practices and to
report genuine concerns or grievance as also to report to the management concerns about unethical
behaviors, actual or suspected fraud.

The framework provides for (a) adequate safeguards against victimization of persons who use this
Mechanism; and provides (b) direct access to the Chairperson of the Audit Committee of the Board of
Directors of the Company.

Details of the VIGIL MECHANISM are made available on the Company's website www.zenlabsethica.com.

21. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies
Act, 2013. Further, M/s Preet Remedies Limited holds 17,30,455 equity shares in M/s Zenlabs Ethica
Limited. Therefore, our Company is associate company of M/s Preet Remedies Limited.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

None of the transactions with related parties entered by the Company during financial year under review,
fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence does
not form part of this report.

The approval of the Audit Committee was sought for all transactions with related Parties'. Certain
transactions which were repetitive in nature were approved through omnibus route.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THECOMPANIES ACT, 2013:

Your Company has, during the year under review, not given any loans, guarantees or provided security and
has not made any investments in any body-corporate as specified under Section 186 of the Companies Act,
2013.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between
the end of the financial year i.e., March 31, 2024 and the date of this Report.

25. RISK MANAGEMENT POLICY:

The Company has adopted a Policy on Risk Management to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with
the Company's business.

In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues.

In addition to above, the Audit Committee of the Board has additional oversight in the area of financial risks
and controls. Major risk identified by the business and functions are systematically addressed through
mitigating actions on a continuous basis.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

During the year under review, there were no significant material orders passed by the Regulators / Courts
and no litigation was outstanding as on March 31, 2024, which would impact the going concern status and
future operations of your Company.

27. STATEMENT I N RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITHREFERENCE TO THE FINANCIAL STATEMENTS:

There are adequate systems of internal financial controls in the Company pursuant to provisions of Section
134(q) read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014. The Board has adopted policies and
procedures for ensuring orderly and efficient conduct of its business, including adherence to the companies
Policies, the safeguarding of its assets, prevention and detection of frauds, and accuracy of the accounting
records and timely preparation of financial disclosures.

The Company has appointed M/s Anu & Associates, Chartered Accountants, as Internal Auditors for the
financial year 2023-24.

The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in
the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committees of the Board.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read with Rule 8 of
Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility do not apply to the Company
for the period under review.

29. MAINTENANCE OF COST RECORDS & COST AUDIT:

Neither maintenance of cost records nor audit of cost records as required under Section 148 of the Act read
with relevant rules made thereunder is applicable to the Company.

30. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

Your Company is committed to provide a safe and secure environment to its women employees across its
functions and other women stakeholders, as they are considered as integral and important part of the
organization.

In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(as amended) and Rules framed thereunder, your Company has duly adopted a Policy and has also complied
with the provisions relating to the constitution of Internal Complaints Committee (ICC).

During the year under review, the Company has not received any complaint pertaining to sexual
harassment.

Your Company has been conducting awareness campaign across the organization office premises to
encourage its employees to be more responsible and alert while discharging their duties.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as per Regulation 34 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is annexed to this Board Report as per Annexure C.

32. STATEMENT REGARDING COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, your Company has duly complied with the applicable provisions of the
Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS2)
issued by the Institute of Company Secretaries of India (ICSI).

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was
initiated, by/against Zenlabs Ethica Limited under the provisions of the Insolvency and Bankruptcy Code,
2016 (as amended). Further, no application / proceeding by/against Zenlabs Ethica Limited under the
provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2024.

34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Your directors would like to express their appreciation for assistance and co-operation received from the
financial institutions, banks, Government authorities, customers, vendors and members during the year
under review. Your directors also wish to place on record their deep sense of appreciation for the committed
services by the executives, staff and workers of the Company.

For and on behalf of the Board
ZENLABS ETHICA LIMITED

Sd/- Sd/-

Sanjeev Kumar Sanjay Dhir

Date: 4^th September, 2024 Managing Director Whole-Time Director

Place: Chandigarh DIN: 01154896 DIN: 02452461

1

Note: Mr. Hitesh Popatlal Oswal ceased to be Director of the Company with effect from 30^th September, 2023.
Mr. Ashok Kumar Gupta ceased to be Director of the Company with effect from 18^th October, 2023.

c) Directors retiring by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr.
Sanjay Dhir, Whole-Time Director, is due to retire by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee ("NRC”) has recommended his
re-appointment.

Resolution seeking his re-appointment along-with his profile as required under Regulation 36(3)
of the Listing Regulations forms part of the Notice of 31^st Annual General Meeting.