Directors Report of Zim Laboratories Ltd.

Mar 31, 2025

The Board of Directors of our Company has pleasure in presenting the 41^st Annual Report pursuant to Section 134(3) of the Companies Act, 2013, comprising the prescribed particulars and information as per the Companies (Management and Administration) Rules, 2014, and the Companies (Accounts) Rules, 2014, in respect of the year ended 31^st March, 2025, as follows:

a) Number of Meetings of the Board : 11

b) Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 (Act) our Directors hereby state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures.

ii) The directors had selected such accounting policies, applied them consistently, and made judgements and estimates that were 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 and loss of the company for that period.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going-concern basis.

v) The directors have laid down internal financial controls to be followed by the company, and such internal financial controls are adequate and are operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

c) Declaration by Independent Directors under Sub-section (6) of Section 149:

The company has received the necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d) Nomination and Remuneration Policy:

The criteria laid down in the Companies Act, 2013 and the Rules framed thereunder are complied with while appointing the Directors. For appointment of an Independent Director, the independence criteria defined in Section 149(6) of the Act, and Regulation 16(1 )(b) of the SEBI Listing Regulations are also considered. The Nomination and Remuneration Policy has been formulated and approved by the Nomination and Remuneration Committee and Board of Directors in accordance with Section 178(3) of the Act and Regulation 19(4) of the SEBI (LODR) Regulations, and the same is available on the website of the company at https://www.zimlab.in/investor-reports-policies.

e) Explanations or comments on a qualification/ reservation/adverse-remark/disclaimer made by:

1. Statutory Auditor: Not applicable since there is no qualification, reservation, adverse remark, or disclaimer by the auditor.

2. Secretarial Auditor: Not applicable since there is

no qualification, reservation, adverse remark, or disclaimer by the auditor.

f) Particulars of loans, guarantees, or investments under Section 186:

a) Loan : NIL

b) Guarantee : NIL

c) Investment : '' 385.09 lakhs

Details of Loans, guarantees and investments covered under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31 March 2025, also forms part of the Notes to the financial statements provided in this Annual Report.

g) Particulars of contracts or arrangements with related parties pursuant to Section 188(1)

During the year, there were no transactions with related parties that conflicted with the interests of the company. All transactions entered into by the company with related parties during the financial year were in the ordinary course of business and on an arm''s length basis. Statements of transactions with related parties are periodically placed before the Audit Committee and are approved by the committee. Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appended herewith as Annexure III to the Board''s Report.

printing on Oral Thin Films (OTF) for flexible dosage forms.

• We have invested in proprietary, noninfringing technology platforms, such as Thinoral® technology, which enable the creation of unique and effective products without infringing on existing patents.

• To support our technology absorption efforts, ZIM has made significant investments in recruiting skilled and experienced personnel and integrating modern, state-of-the-art equipment, ensuring our R&D capabilities remain at the forefront of innovation.

• ZIM Laboratories Limited maintains a global footprint through subsidiaries in key markets including Europe, North America, Middle East, UAE, Australia, and India. Recently, in November 2024, we established a Scientific Office in the UAE to facilitate registration, marketing of our Pharma and Nutraceutical products, and expansion of operations in the MENA region.

• Our subsidiaries and Scientific Office enable seamless transfer of knowledge, practices, and innovative solutions across borders, leveraging local insights and ensuring alignment with specific regulatory requirements and market needs in each region.

Derived Benefits such as Product

Improvement, Cost Reduction, Product

Development or Import Substitution:

• ZIM is progressing toward the completion of 10 New Innovative Products (NIP), with 7 already filed in the EU; Filings are targeted at the EU, key Pharmerging markets, and the Rest of the World (RoW).

• In November 2024, ZIM''s Scientific Office was established in the Middle East, complementing ongoing regulatory filings for innovative products through our Australian Subsidiary ZIMTAS Pty Ltd.

• 1 NIP and 1 OTF filings were completed in Australia through ZIMTAS Pty. Ltd.

• I n FY25, ZIM completed 23 NIP filings for 6 molecules, 17 OTF filings for 5 molecules, and 10 FF filings for 5 molecules across Regulated, Pharmerging, and RoW markets.

• 5 NIP filings for 4 molecules and 6 OTF filings for 2 molecules were completed in the EU, bringing cumulative EU strengthening our

h) Annual Return:

The Annual Return of the Company as on 31^st March, 2025, in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.zimlab.in/investor-reports-annual-reports.

i) The state of Company’s affairs:

This part has been covered under the Management Discussion & Analysis Report, which forms part of the Annual Report.

j) The amount proposed to be carried to reserve : NIL

k) The amount of dividend payment recommended : NIL

l) Material changes and commitments, if any, affecting the financial position of the company, which has occurred between the end of the financial year and the date of the report : NIL

m) Conservation of energy, technology absorption, foreign exchange earnings and outgo: -

A. Energy Conservation:

ZIM is dedicated to enhancing energy efficiency and conserving energy across its operations. A committed team actively works to ensure the optimal use of energy, closely monitoring equipment and plant-wise energy consumption. Regular benchmarking and energy gap assessments are conducted to identify opportunities for improvement. Energy conservation projects are continuously identified, developed, and implemented, all aimed at reducing carbon emissions and advancing the organization''s decarbonization efforts. These initiatives contribute to a more sustainable future by minimizing environmental impact and enhancing overall energy performance.

(i) The steps taken or impact on

conservation of energy are:

• To minimize electricity wastage, the company has replaced certain DX coils with chilled water systems, ensuring more efficient and effective cooling.

• Power factor optimization has been achieved by installing capacitors, maintaining a stable electrical supply.

• Energy-efficient pumps and LED lighting have been installed across the facility to reduce energy consumption.

• Variable Frequency Drives (VFDs) have been implemented to enhance

the energy performance of pumping systems and compressors.

• Condensate recovery has been improved by utilizing hot water in select AHUs, leading to a reduction in water usage on-site.

• Duct leakage in the HVAC system has been minimized through regular audits and the application of advanced sealing technology.

• Motion sensors have been installed in various locations to reduce unnecessary energy consumption.

• The belt drive motor of AHUs has been upgraded to a self-driven motor with a VFD, improving energy efficiency.

(ii) The steps taken by the Company for utilizing alternate sources of energy are:

The company is currently exploring initiatives for various systems of renewable energy as part of its efforts to increase the utilization of alternative renewable energy sources.

(iii) The capital investment on energy conservation equipment: NIL

B. Technology Absorption:

Efforts made towards technology absorption:

At ZIM Laboratories, we are committed to continuous innovation and the absorption of cutting-edge technologies to drive growth and enhance our product offerings. The following outlines our key efforts in this area:

• ZIM operates an independent R&D Centre, recognized by the Department of Scientific and Industrial Research (DSIR). Our R&D team specializes in developing differentiated generics, focusing on PreFormulation Intermediates (PFI) and Finished Formulations (FF) using proprietary, noninfringing technology platforms for oral solid dosage forms.

• We are dedicated to advancing drug delivery systems through innovations such as electrospun nanofiber technology for controlled drug delivery, tissue engineering, and wound healing.

• Our R&D efforts also focus on improving manufacturing processes, including exploration of Multi-layer film technology for oral solid dosage forms and pioneering 2D

regulatory Innovative Products pipeline and global market readiness.

• ZIM received 2 NIP Marketing Authorizations in the EU during FY25 for Azithromycin Oral Suspension and Dimethyl Fumarate.

• ZIM''s co-development partner, Neuraxpharm, received a Marketing Authorization for Buprenorphine Sublingual Films across Europe—a key milestone in the OTF segment.

• ZIM and its partners secured 6 NIP, 7 OTF, and 14 FF Marketing Authorizations during the year across Regulated, Pharmerging, & RoW markets.

• I n line with the global expansion strategy, ZIM entered into strategic collaborations, including a partnership with a local UAE company to scale our Oral Thin Films (OTF) footprint across the GCC region.

• ZIM is developing a portfolio of 12 NIP, with 8 already completed. The remaining are expected to be finalized and filed through FY26, focusing on the EU, Regulated, and Pharmerging markets.

• The R&D team comprises 90 scientists, including 2 PhDs and 76 postgraduates.

I n case of imported technology (imported

during the last three years reckoned from

the beginning of the financial year) :

a. The details of technology imported: NIL

b. The year of import: N.A.

c. Whether the technology has been fully absorbed: N.A.

d. I f not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

The expenditure incurred on Research and

Development:

Revenue expenses : '' 2,171.63 Lakhs

Capital expenses : '' 132 Lakhs

C. Foreign Exchange earnings and outgo :

i) Foreign exchange : '' 30,424 Lakhs

earned

ii) Expenditure in : '' 3,751 Lakhs

foreign exchange

q) Financial Highlights:
Particulars	Standalone (Rs. In Lakhs)		Consolidated (Rs. In Lakhs)
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue	37,563.55	36,547.32	37,903.10	36,742.44
Other Income	562.09	469.10	578.41	518.39
Total Income	38,125.64	37,016.42	38,481.51	37,260.83
Operating expenditures	33,236.71	32,537.08	33,530.41	32,608.97
Profit before interest, depreciation, and tax	4,861.46	4,479.34	4,951.10	4,651.86
Less: Finance costs	1,138.58	692.44	1,138.82	692.44
Depreciation and amortisation	1,989.14	1,482.93	2,011.34	1,595.18
Profit/ (Loss) before exceptional items and tax	1,761.21	2,303.97	1,800.94	2,364.24
Exceptional Items - loss	-	-	-	-
Profit/(Loss) before tax	1,761.21	2,303.97	1,800.94	2,364.24
Tax expense	586.81	628.42	584.44	639.61
Profit/(Loss) after tax	1,174.40	1,675.55	1,216.50	1,724.63
Opening balance in Retained Earnings	15,273.42	13,636.06	15,743.15	14,056.70
Profit available for appropriation	16,447.82	15,311.61	16,959.67	15,781.34

Particulars	Standalone (Rs. In Lakhs)		Consolidated (Rs. In Lakhs)
	FY 2025	FY 2024	FY 2025	FY 2024
Less: Appropriations	(53.84) 16,393.98	-	(53.84) 16,905.83	-
Dividend		-		-
Dividend distribution tax		-		-
Transfer from other comprehensive income		(38.19)		(38.19)
Closing balance in Retained Earnings		15,273.42		15,743.15

n) Risk Management Policy :

This part has been covered under the Management Discussion & Analysis Report, which forms part of the Annual Report.

o) Corporate Social Responsibility (CSR) :

The Corporate Social Responsibility policy approved by the Board at its meeting held on 29^th June, 2021 is available on the website of the company at https://www. zimlab.in/investor-reports-policies.

The policy, inter alia, covers the following:

• Guiding principles for selection, implementation, and monitoring of CSR activities, as well as the formulation of the Annual Action Plan.

• Roles and Responsibilities of the CSR Committee.

• CSR projects or programs that include focus areas such as Education, Sanitation, Healthcare, Women''s Empowerment, and Environment Conservation.

• Approval Process for CSR Projects and Expenditure.

• Implementation and Monitoring of CSR Activities.

The Composition of Corporate Social Responsibility Committee during the Financial Year 2024-25 was as follows:

(i) Dr. Kakasaheb Mahadik : Chairman

(ii) Mr. Padmakar Joshi : Member

(iii) Mr. Niraj Dhadiwal : Member

The Annual Report on CSR Activities is annexed as Annexure-I to the Board''s Report.

p) Board Evaluation:

Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, an annual evaluation was carried out by the Board of its own performance as well as that of its committees and individual Directors. The evaluation was done by the Board after seeking input from all Directors, inter alia covering different aspects, viz., composition and structure of the Board, attendance, including participation of the Directors at the Board and Committee meetings, observance of governance, quality of deliberation, and effectiveness of the procedures adopted by the Board.

In evaluating the performance of the individual directors, criteria such as qualification, knowledge, attendance at meetings and participation in long-term strategic planning, leadership qualities, responsibilities assumed, interpersonal relationships, and analytical decision-making abilities were taken into consideration. In compliance with regulation 17(10) of the listing regulations, the Board carried out performance evaluations of Independent Directors without the participation of the Directors being evaluated.

The Independent Directors evaluated the performance of the Chairman and Managing Director. The evaluation process has been explained in the Corporate Governance Report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee

r) Change in nature of business, if any: nil

s) The details of Directors or Key Managerial Personnel who were appointed or have resigned:

Details of Directors appointed:

The Board of Directors on the recommendation of Nomination & Remuneration Committee, in its meeting held on 28^th Day of March, 2025 have appointed Mr. Ashok Bhatia (DIN: 02090239) as an Independent Director (Additional Director) of the Company for a period of three years effective from 01^st day of April, 2025 to 31^st March,2028, subject to approval of shareholders in the ensuing Annual General Meeting. A resolution seeking shareholders'' approval for his appointment forms a part of the Notice of the Annual General Meeting.

The Board of Directors on the recommendation of Nomination & Remuneration Committee, in its meeting held on 28^th Day of March, 2025 reappointed Dr. Kamlesh Shende (DIN: 09537666) as an Independent Director of the Company for the further term of three years effective from 01^st day of April, 2025 to 31^st March,2028, subject to approval of shareholders in the ensuing Annual General Meeting. A resolution seeking shareholders'' approval for his re-appointment forms a part of the Notice of the Annual General Meeting.

Details of Directors ceased:

Dr. Kakasaheb Mahadik (DIN: 08688418), ceased to be Independent Director of the Company with effect from 01^st April, 2025 upon completion of his term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

Details of Directors resigned during the year: NIL

Details of Key Managerial Personnel appointed or resigned during the year: NIL

Details of Director Retiring by Rotation :

Mr. Zulfiquar Kamal, Whole-time Director (DIN: 01786763), who retires by rotation at the ensuing Annual General Meeting and, being willing and eligible, has offered himself for re-appointment. A resolution

seeking Shareholders'' approval for his re-appointment along with other required details forms part of the Notice of the Annual General Meeting.

t) Statement regarding the opinion of the Board with regard to the integrity, expertise, and experience (including proficiency) of the Independent Directors appointed during the year:

In the Board''s opinion, the Independent Directors on the Board of the Company are persons of high repute and integrity who possess relevant expertise and experience in their respective fields.

u) Name of Companies which have become subsidiaries or ceased to be its Subsidiaries, joint ventures or associate companies, during the year:

‘ ZIM Laboratories FZE'' the wholly owned subsidiary of the company has incorporated a subsidiary ZIM SCIENTIFIC OFFICE L.L.C in Dubai with effect from 15^th November, 2024.

As of 31.03.2025, the Company has five Subsidiaries and two step down subsidiaries.

v) Details relating to deposits covered under Chapter V of the Act: nil

w) The details of deposits that are not in compliance with the requirements of Chapter V of the Act are: The company has not accepted any deposits during the year.

x) The details of significant and material orders passed by the regulators, courts, or tribunals impacting the going concern status and the company’s operations in the future: nil

y) The details in respect of the adequacy of Internal Financial Controls with reference to the financial statements:

The details of Internal Financial Controls are separately covered under the Management Discussion & Analysis

Report which forms part of the Annual Report.

such members may write to the Company Secretary, whereupon a copy would be sent.

(ai) Compliance of Applicable Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively.

(aj) ZIM Laboratories Employee Stock Option Scheme 2023

The Company has obtained Shareholders'' approval on 28^th January, 2024 through a Postal Ballot for the ‘ZIM Laboratories Employee Stock Option Scheme 2023'' and the Approval of the grant of employee stock options to the eligible employees of the subsidiary company(ies)

z) Details of the Employee Stock Option Scheme as of 31st March, 2025:

The ZIM Laboratories Employee Stock Option Scheme 2023, approved by the shareholders, is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”). The disclosure required under the SEBI SBEB Regulations and a certificate from the Secretarial Auditors, confirming implementation of the Plan in accordance with SEBI Regulations and shareholder''s resolution has been hosted on the website of the Company at https://www.zimlab.in/investor-reports-general-meeting

aa) Report on the performance and financial position of subsidiaries, viz.:

1. ZIM Laboratories FZE, Sharjah

2. ZIM Health Technologies Limited, India

3. SIA ZIM Laboratories Limited, Latvia

4. ZIM Thinorals Private Limited, India

5. ZIMTAS PTY LTD, Australia

6. ZIM Laboratories Middle East DMCC, UAE, Step Down Subsidiary

7. ZIM SCIENTIFIC OFFICE L.L.C, Dubai, Step Down Subsidiary

I n compliance with the first proviso to Section 129(3) of the Companies Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, salient features of the financial statements, performance, and financial position of each subsidiary is given in Form AOC-I as Annexure VI.

The consolidated financial statements presented in this Annual Report includes financial results of the subsidiary companies. Copies of the financial statements of the subsidiary companies will be available on the Company''s website www.zimlab.in

ab) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, and trainees) are covered under this policy.

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

i) No. of complaints received : NIL

ii) No. of complaints disposed off : NIL

ac) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year along with their status as at the end of the financial year: Not Applicable.

ad) 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:

Not Applicable.

ae) Disclosure under Section 148(1) of the Companies Act, 2013:

The Company has maintained proper books of accounts as required pursuant to the Rules made by the Central Government for the maintenance of Cost records under sub-section (1) of section 148 of the Act in respect of Company''s products.

af) In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review is annexed as Annexure IV to this report.

ag) The Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed as Annexure II to this report.

ah) Particulars of Employees and Related Disclosures:

The statement containing particulars in terms of Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and is annexed as Annexure V.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in Rules 5(2) and 5(3) of the aforesaid rules forms part of this report. However, in terms of the first provision of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof under the ‘ZIM Laboratories Employee Stock Option Scheme 2023''. During the financial year 6,87,257 options were granted to the eligible employees under the Scheme.

(ak) Acknowledgements

We take this opportunity to thank our employees for their dedicated service and contribution to the Company. We also thank our Bankers, business associates, and other stakeholders for their continued support to the Company.

---

Mar 31, 2024

The Board of Directors of our Company has pleasure in presenting the Board Report pursuant to Section 134(3) of the Companies Act, 2013, comprising the prescribed particulars and information as per the Companies (Management and Administration) Rules, 2014, and the Companies (Accounts) Rules, 2014, in respect of the year ended 31^st March, 2024, as follows:

a) Number of Meetings of the Board: 11

b) Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 (Act) our Directors hereby state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures.

ii) The directors had selected such accounting policies, applied them consistently, and made judgements and estimates that were 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 and loss of the company for that period.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going-concern basis.

v) The directors have laid down internal financial controls to be followed by the company, and such internal financial controls are adequate and are operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

c) Declaration by Independent Directors under Subsection 6 of Section 149:

The company has received the necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d) Nomination and Remuneration Policy:

The criteria laid down in the Companies Act, 2013 and the Rules framed thereunder are complied with while appointing the Directors, including Independent Directors. The Nomination and Remuneration Policy has been formulated and approved by the Nomination and Remuneration Committee and Board of Directors, and the same is available on the website of the company at https://www.zimlab.in/investor-reports-policies.

e) Explanations or comments on a qualification/ reservation/adverse-remark/disclaimer made by:

1. Statutory Auditor: Not applicable since there is no qualification, reservation, adverse remark, or disclaimer by the auditor.

2. Secretarial Auditor: Not applicable since there is no qualification, reservation, adverse remark, or disclaimer by the auditor.

f) Particulars of loans, guarantees, or investments under Section 186:

a)	Loan :	NIL
b)	Guarantee :	NIL
c)	Investment :	'' 5.37 Lakhs (Australian Dollar
		9,900) in ZIMTAS PTY LTD
		(Subsidiary of the Company)

g) Particulars of contracts or arrangements with related parties pursuant to Section 188(1)

During the year, there were no transactions with related parties that conflicted with the interests of the company. All transactions entered into by the company with related parties during the financial year were in the ordinary course of business and on an arm’s length basis. Statements of transactions with related parties are periodically placed before the Audit Committee and are approved by the committee. Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appended herewith as Annexure III to the Board’s Report.

h) Annual Return:

The Annual Return of the Company as on 31^st March, 2024, in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.zimlab.in/investor-reports-annual-reports.

i) The state of Company’s affairs:

This part has been covered under the Management Discussion & Analysis Report, which forms part of the Annual Report.

j) The amount proposed to be carried to reserve : NIL

k) The amount of dividend payment recommended : NIL

l) Material changes and commitments, if any, affecting the financial position of the company, which has occurred between the end of the financial year and the date of the report : NIL

m) Conservation of energy, technology absorption, foreign exchange earnings and outgo:

A. Energy Conservation:

The Company manoeuvres to be energy efficient by deploying energy efficient technologies and being mindful in its approach to energy usage. The Company is working with a systematic approach towards energy conservation in the following ways:

(i) The steps taken or impact on conservation

of energy are:

• To reduce wastage of electricity, the Company has replaced some DX coils with chilled water for better and more effective cooling.

• To save energy and optimise cooling power, the Company has installed an energy-efficient pump.

• The Company has switched to energy-efficient LED (Light Emitting Diodes) lighting.

• To prevent leakages, the Company has switched to an auto-drain valve on its air compressor.

• To save power during the winter and monsoon seasons, the Company has installed an automatic temperature control system for its 300 TR cooling tower.

• The Company has switched to a three - way control valves on the AHU (Air Handling Unit).

• The Company has installed a 30 HP VFD (Variable Frequency Drive) on its air compressor to save power.

• The Company has maintained the power factor of its electrical supply by installing capacitors.

(ii) The steps taken by the Company for utilizing alternate sources of energy are:-

The Company has evaluated the feasibility of Solar Power System.

(iii) The capital investment on energy conservation equipment: NIL

B. Technology Absorption:

Efforts made towards technology absorption:

• The company operates an independent R&D Centre recognized by DSIR. Our proficient R&D team specializes in developing differentiated generics in Pre-Formulation Intermediates (PFI) and Finished Formulations (FF) utilizing our proprietary non-infringing development and technology platforms in oral solid dosage form.

• Additionally, our team is steadfast in engaging in research to innovate and enhance processes, resulting in the creation of unique and proprietary methods. For example, we are actively working on and exploring electro spun nanofiber technology for applications in controlled drug delivery, tissue engineering, and wound healing.

• Moreover, we are committed to expanding our ODS products with Multi-layer film technology and pioneering 2D printing on OTF for flexible dosage forms. Furthermore, our dedication extends to advancing our noninfringing technology platforms and Thinoral® technology to develop distinctive products.

• We have made significant investments in hiring highly skilled and experienced staff, and we have integrated cutting-edge technology and modern equipment.

Derived Benefits such as Product

Improvement, Cost Reduction, Product Development or Import Substitution:

• Currently, 10 New Innovative Products (NIP) are nearing completion and are in the process of filings, with a strategic focus on Key Developed and Pharmerging Markets, especially the EU.

• Additionally, ZIM is currently developing a basket of 6 to 8 New Innovative Products (NIP) targeting the EU, Regulated, and Pharmerging markets.

• A portfolio of 25 unique and highly differentiated Nutraceutical products is in development, leveraging our in-house R&D capabilities.

• In FY24, ZIM filed 3 NIP (Anti-Coagulant, Anti-biotic/Anti-infective, and Skin/Psoriasis) in the EU.

• The NIPs were developed using in-house non-infringing manufacturing processes and technology platforms, such as Micro Emulsion Coating Technology (MECT), Pellet Cold Forming Technology (PCFT), Rapid Gel Forming Technology (RGFT), and Matrix Pore Forming Technology (MPFT).

• In FY24, ZIM filed 39 FF dossiers, 22 of which were under ZIM’s name. Additionally, ZIM submitted 40 NIP dossiers, with 30 under ZIM’s name, across RoW, Developed, and Pharmerging markets.

• For the OTF business, ZIM and its partners submitted 51 dossiers, with 22 under ZIM’s name in RoW, Developed, and Pharmerging markets.

• The OTF business marked a milestone with its first commercial order supplied in Europe for Sildenafil citrate 50 milligram ODS. The product was launched in Italy and Malta. Furthermore, our marketing partner in Canada received Marketing Authorization for the antiemetic Ondansetron OTF product using ZIM’s dossier.

• ZIM and its partners obtained 27 FF and 9 OTF Marketing Authorizations.

• During the year, the R&D team achieved significant success with 13 granted patents (24 to date), and 3 patents currently under examination (55 to date).

I n case of imported technology (imported during the last three years reckoned from

the beginning of the financial year)- :

a. The details of technology imported: NIL

b. The year of import: N.A.

c. Whether the technology has been fully absorbed: N.A.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

The expenditure incurred on Research and

Development :

Revenue expenses : '' 1,959.72 Lakhs

Capital expenses : '' 584.71 Lakhs

C. Foreign Exchange earnings and outgo :

i) Foreign exchange : '' 29,877 Lakhs earned

ii) Expenditure in foreign : '' 3,149 Lakhs exchange

n) Risk Management Policy :

This part has been covered under the Management Discussion & Analysis Report, which forms part of the Annual Report.

o) Corporate Social Responsibility (CSR) :

The Corporate Social Responsibility policy approved by the Board at its meeting held on 29^th June, 2021 is available on the website of the company at https://www.zimlab.in/investor-reports-policies.

The policy, inter alia, covers the following:

• Guiding principles for selection, implementation, and monitoring of CSR activities, as well as the formulation of the Annual Action Plan.

• Roles and Responsibilities of the CSR Committee.

• CSR projects or programs that include focus areas such as Education, Sanitation, Healthcare, Women’s Empowerment, and Environment Conservation.

• Approval Process for CSR Projects and Expenditure.

• Implementation and Monitoring of CSR Activities.

The Composition of Corporate Social Responsibility Committee during the Financial Year 2023-24 was as follows :

(i) Dr. Kakasaheb Mahadik : Chairman

(ii) Mr. Padmakar Joshi : Member

(iii) Mr. Niraj Dhadiwal : Member

The Annual Report on CSR Activities is annexed as Annexure-I to the Board Report.

p) Board Evaluation:

Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, an annual evaluation was carried out by the Board of its own performance as well as that of its committees and individual Directors. The evaluation was done by the Board after seeking input from all Directors, inter alia covering different aspects, viz., composition and structure of the Board, attendance, including participation of the Directors at the Board and Committee meetings, observance of governance, quality of deliberation, and effectiveness of the procedures adopted by the Board.

In evaluating the performance of the individual Directors, criteria such as qualification, knowledge, attendance at meetings and participation in long-term strategic planning, leadership qualities, responsibilities assumed, interpersonal relationships, and analytical decision-making abilities were taken into consideration. In compliance with regulation 17(10) of the listing regulations, the Board carried out performance

q) Financial Highlights:

evaluations of Independent Directors without the participation of the Directors being evaluated.

The Independent Directors evaluated the performance of the Chairman and Managing Director. The evaluation process has been explained in the Corporate Governance Report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee.

Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Revenue	36,547.32 469.10 37.016.42 32,537.08 4,479.34 692.44 1,482.93 2.303.97 2.303.97 628.42 1,675.55 13,636.06 15,311.61 (38.19) 15.273.42	39,653.13	36,742.44 518.39 37,260.83 32,608.97 4,651.86 692.44 1,595.18 2.364.24 2.364.24 639.61 1,724.63 14,056.70 15,781.34 (38.19) 15,743.15	39,852.71
Other Income		643.06		641.32
Total Income		40,296.19		40,494.03
Operating expenditures		34,534.02		34,654.09
Profit before interest, depreciation and tax		5,762.17		5,839.94
Less: Finance costs		557.54		557.54
Depreciation and amortization		1,612.83		1,746.90
Profit/ (Loss) before exceptional item and tax		3,591.80		3,535.50
Exceptional Items- loss		-		-
Profit/(Loss) before tax		3,591.80		3,535.50
Tax expense		1,090.92		1,092.05
Profit/(Loss) after tax		2,500.88		2,443.45
Opening balance in Retained Earnings		11,181.34		11,659.41
Profit available for appropriation		13,682.22		14,102.86
Less: Appropriations
Dividend		-		-
Dividend distribution tax		-		-
Transfer from other comprehensive income		(46.16)		(46.16)
Closing balance in Retained Earnings		13,636.06		14,056.70

r) Change in nature of business, if any: NIL

s) The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year:

Details of Directors resigned during the year: NIL Details of Directors appointed during the year: NIL

Details of Key Managerial Personnel appointed or resigned during the year: NIL

Name of Director retiring by rotation: Mr. Prakash Sapkal, Whole-time Director (DIN: 02007385), who retires by rotation at the ensuing Annual General Meeting and, being willing and eligible, has offered himself for re-appointment.

t) Statement regarding the opinion of the Board with regard to the integrity, expertise, and experience (including proficiency) of the Independent Directors appointed during the year:

In the Board’s opinion, the Independent Directors on the Board of the Company are persons of high repute and integrity who possess relevant expertise and experience in their respective fields.

ag) The Secretarial Audit Report for the financial year ended 31^st March, 2024, is annexed as Annexure II to this report.

ah) Particulars of Employees and Related Disclosures:

The statement containing particulars in terms of Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and is annexed as Annexure V.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in Rules 5(2) and 5(3) of the aforesaid rules forms part of this report. However, in terms of the first provision of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof such members may write to the Company Secretary, whereupon a copy would be sent.

u) Names of Companies which have become subsidiaries or ceased to be its Subsidiaries, joint ventures or associate companies, during the year :

On 05.03.2024, the company acquired 99% shares of “ZIMTAS PTY LTD”, a company situated in Australia. Consequent to the acquisition, “ZIMTAS PTY LTD” became a subsidiary of the Company.

Further, ''ZIM Laboratories FZE’ the wholly owned subsidiary of the company has incorporated a subsidiary ''ZIM Laboratories Middle East DMCC’ in Dubai with effect from 28^th September, 2023.

As of 31.03.2024, the Company has five Subsidiaries and one step down subsidiary.

v) Details relating to deposits covered under Chapter V of the Act : NIL

w) The details of deposits that are not in compliance with the requirements of Chapter V of the Act are: The company has not accepted any deposits during the year.

x) The details of significant and material orders passed by the regulators, courts, or tribunals impacting the going concern status and the company’s operations in the future : NIL

y) The details in respect of the adequacy of Internal Financial Controls with reference to the financial statements :

The details of Internal Financial Controls are separately covered under the Management Discussion & Analysis

Report which forms part of the Annual Report.

z) Details of the Employee Stock Option Scheme as of 31^st March, 2024 :

The ZIM Laboratories Employee Stock Option Scheme 2023, approved by the shareholders, is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”). The disclosure required under the SBEB Regulations has been hosted on the website of the Company at https://www.zimlab.in/investor-reports-general-meeting

aa) Report on the performance and financial position of subsidiaries, viz.:

1. ZIM Laboratories FZE, Sharjah

2. ZIM Health Technologies Limited, India

3. SIA ZIM Laboratories Limited, Latvia

4. ZIM Thinorals Private Limited, India

5. ZIMTAS PTY LTD, Australia

In compliance with the first proviso to Section 129(3) of the Companies Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, salient features

of the financial statements, performance, and financial position of each subsidiary is given in Form AOC-I as Annexure VI.

The consolidated financial statements presented in this Annual Report includes financial results of the subsidiary companies. Copies of the financial statements of the subsidiary companies will be available on the Company’s website www.zimlab.in

ab) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24:

i) No. of complaints received : NIL

ii) No. of complaints disposed off : NIL

ac) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year along with their status as at the end of the financial year : Not

Applicable.

ad) 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 : Not Applicable.

ae) Disclosure under Section 148(1) of the Companies Act, 2013 :

The Company has maintained proper books of accounts as required pursuant to the Rules made by the Central Government for the maintenance of Cost records under sub-section (1) of section 148 of the Act in respect of Company’s products.

af) In compliance with Regulation 34, read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review is annexed as Annexure IV to this report.

ai) Other Disclosures :

During the Financial Year 2023-24:

• The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

• The Company has obtained Shareholders'' approval through a Postal Ballot for the ‘ZIM Laboratories Employee Stock Option Scheme 2023’ and the Approval of the grant of employee stock options to the eligible employees of the subsidiary company(ies) under the ‘ZIM Laboratories Employee Stock Option Scheme 2023''.

(aj) Acknowledgements

We take this opportunity to thank our employees for their dedicated service and contribution to the Company. We also thank our Bankers, business associates, and other stakeholders for their continued support to the Company.

For and on behalf of the Board of Directors

(Dr. Anwar Siraj Daud)

Place: Paris Chairman

Date: 3^rd June, 2024 DIN: 00023529

---

Mar 31, 2018

The Board of Directors of your Company has pleasure in presenting the Board Report pursuant to Section 134(3) of the Companies Act, 2013 comprising the prescribed particulars and information as per the Companies (Management and Administration) Rules, 2014 and Companies Accounts Rules, 2014 in respect of year ended 31.03.2018 as follows:-

a) Number of Meetings of the Board : 08

b) Directors’ Responsibility Statement-

Pursuant to Section 134(5) of the Companies Act, 2013 (Act) your Directors hereby state that:-

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had 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 and loss of the company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts on a going concern basis; and,

v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c) Declaration by Independent Directors under Sub Section 6 of Section 149 :-

The five Independent Directors namely - Dr. Naresh Gaikwad, Dr. V. V. Parashar, Mr. Suprakash Chakravarty, Mrs. Kavita Loya and Mr. Padmakar Joshi have given the required declaration under Sub Section 6 of Section 149 of the Act on 16.04.2018, 16.04.2018, 05.04.2018,

05.04.2018 and 16.04.2018, respectively.

d) Nomination and Remuneration Policy:-

The Company has constituted a Nomination and Remuneration Committee on 21.09.2017 consisting of the following members:-

i) Dr. V. V. Parashar - Chairman.

ii) Dr. Naresh Gaikwad

iii) Mrs. Kavita Loya

iv) Dr. Anwar Siraj Daud, Chairman of the Board.

The criteria laid down in the Companies Act, 2013 and Rules framed thereunder are complied with while appointing the Directors particularly Independent Directors. The Nomination and Remuneration Policy has been formulated and approved by the Nomination and Remuneration Committee in its meeting held on 24.07.2018. Placed as Annexure ( IV )

e) Explanations or comments on qualification/ reservation/adverse remark/disclaimer made by:-

1. Statutory Auditor - Not applicable since there is no comment or qualification.

2. Secretarial Auditor - Not applicable since there is no comment or qualification.

f) Particulars of loans, guarantees or investments under Section 186 :-

a) Loan : NIL

b) Guarantee : NIL

c) Investment : NIL

g) Particulars of contracts or arrangements with Related parties pursuant to Section 188 (1) :

Related parties pursuant to Section 188 (1) During the year, no transaction with related parties was in conflict with the interests of the Company. All transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arm''s length pricing basis. . Statements of transactions with related parties are periodically placed before the Audit Committee and are approved. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC - 2, is appended herewith as Annexure V to the Board''s Report.

h) The state of Company’s affairs:-

The Company continues to progress in the direction of its strategy to emerge as an innovative drug delivery solution provider with differentiated products in the pharmaceutical market. Its recently developed proprietary and patented orally disintegrating film technology —Thinoral® has elevated the company to market leadership in the OTS technology and business in India. The company is now developing pharmaceutical and nutraceutical products using its Thinoral drug delivery platform for manufacture and supplies globally — particularly in the developed markets. Company has commercialized 18 OTF products.

The Company is also in the process of examining and developing other technology platforms to create new differentiated formulations targeting patient convenience and adherence.

The Company is foraying into emerging and developed markets for supply of semi-finished formulations which are already being developed and marketed in rest of the world (ROW) markets. Its export business especially with respect to its (New Drug Delivery Systems) and its Differentiated product''s portfolio have shown a quantum leap.

The finished branded formulations export strategy for increasing company geographical footprint is taking shape and the company registered 38 products in 6 ROW and emerging markets during the year.

The company has as a part of long term strategy and to serve domestic market decided to selectively participate in Government tender business for differentiated generics that have higher margins and has also initiated entry into private domestic institutional market.

The R&D centre of company recognized by Department of Scientific and Industrial Research, employs more than 100 R&D Personnel working on developing proprietary innovative processes and platform technologies to overcome complex formulation challenges resulting in uniquely differentiated formulation products. It has filed during this period patents globally and registered several products in various geographies.

i) The amount proposed to be carried to reserve : NIL

j) The amount of dividend payment recommended : '' 80.59 lacs

k) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year and the date of the report. : NIL

l) Conservation of energy, technology absorption, foreign exchange earnings and outgo :-

A. Conservation of energy :

(i) The steps taken or impact on conservation of energy;

Your company is striving continuously to conserve every form of energy by adopting innovative measures to reduce wastage and optimize consumption. Notable measures for energy conservation were as follows:

- Unwanted lighting kept off

- Replaced high voltage motors with low voltage motors

- Power consumption by using Temperature Controller

(ii) The steps taken by the Company for utilizing alternate sources of energy; NIL

B. Technology absorption :

i) The efforts made towards technology absorption:

41 products were added to the development pipeline of solid oral dosage forms of various molecules. 33 new products had focus for export markets and 8 new products had focus for domestic market. Research is underway for development, evaluation and standardization of solid oral dosage forms such as pellets/MUPs, DC granules, taste masked granules and orally disintegrating strips for gastro-intestinal, cardiovascular and urological disorders apart from antibiotics. 12 new products were successfully transferred from R&D to production floor. Comparative dissolution profiles were established against innovator products, Analytical methods were developed and validated for establishing the stability of these products over its shelf life.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution	The above efforts helped Zim to maintain relevance with its existing clients and offering them value added products. Value was created by offering evaluation of Zim''s product against innovator product, analytical data package, stability data package and clinical data package. New products helped Zim in geographic expansion into new markets. New products were offered to clients using indigenously developed technology. Alternate vendor development was initiated to mitigate cost fluctuations, risk of uninterrupted supply and the risk of sourcing API and excipients for top products.
iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):
a. The details of technology imported	NIL
b. The year of import	NIL
c. Whether the technology has been fully absorbed	Not applicable
d. If not fully absorbed, areas where absorption has not taken place, and the reasons there of and	Not applicable
iv) The expenditure incurred on Research and Development:	Revenue expenses - '' 937.37 lacs Capital expenses - '' 554.81 lacs

C) Foreign Exchange earnings and outgo :

i) Foreign exchange earned during the year : '' 14,222.30 lacs

ii) Expenditure in foreign exchange : '' 1,738.88 lacs

m) Risk Management Policy :

This part has been covered under Management Discussion & Analysis Report, section of the Annual Report .

n) Corporate Social Responsibility (CSR) :-

The Company has re-constituted the CSR Committee on 21.09.2017 comprising the following Directors as the members:-

i) Mr. Suprakash Chakravarty - Chairman

ii) Mr. Padmakar S. Joshi

iii) Dr. Anwar Siraj Daud

iv) Mr. Zulfiquar M. Kamal

As per the recommendations of the CSR Committee constituted by the Board, the Board of Directors approved the projects to be undertaken under CSR on 19.03.2015. The policy approved by the Board is as follows:-

1.	Major project to be implemented in phases, in a period of 5 to 10 years	60% to 70%
2.	Sanitation and water supply	5% to 10%
3.	Educational and vocational skill development activities	5% to 10%
4.	Contribution to other organizations engaged in activities covered under notified CSR projects	5% to 10% 100%

Annual Report on CSR Activities to be included in the Board Report is attached in ANNEXURE - II o) Board Evaluation

Pursuant to the provisions of section 134(3)(p) of the Act read with rule 8(4) of the Companies(Accounts) Rules, 2014 an annual evaluation was carried out by the Board of its own performance as also of its committees and individual Directors. The evaluation was done by the Board after seeking inputs from all Directors, inter-alia covering different aspects viz. composition and structure of the Board, attendance including participation of the Directors at the Board and Committee meetings, observance of governance, quality of deliberation and effectiveness of the procedures adopted by the Board. In evaluating the performance of the individual Directors, criteria such as qualification, knowledge, attendance at meetings and participation in long term strategic planning, leadership qualities, responsibilities shouldered, inter-personal relationships and analytical decision making ability were taken into consideration. In Compliance with regulation 17(10) of the listing regulations, the Board carried out performance evaluation of Independent Directors without the participation of the Directors being evaluated.

The Performance Evaluation of the Chairman and Managing Director was carried out by the Independent Directors. The evaluation process has been explained in the Corporate Governance Report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee.

p) Financial Highlights

('' in Lacs)

Particulars 2018 2017

Sales (Net)	27,189.84	23,501.31
Other Income	342.24	485.49
Gross Income before Interest and Depreciation	3,738.39	3,642.07
Less : Interest	934.39	981.89
Depreciation	978.95	902.25
Profit Before Exceptional items and Tax	1,825.06	1,757.93
Add : Exceptional item	586.30	-
Profit / (loss) before tax	2,411.36	1,757.93
Profit After Tax	1,828.78	1,866.67
Balance in Profit & Loss Account brought forward	6,072.24	4,323.14
Profit available for appropriation :	7,901.02	6,189.81
Proposed Dividend	80.29	79.99
Corporate Dividend Tax	16.35	16.28
Transfer from other comprehensive Income	12.37	21.30
Transferred to General Reserve	-	-
Net Surplus in P & L A/c	7,792.01	6,072.24
Other adjustments	-	-
Total Reserves & Surplus	12,790.54	11,046.90

q) Change in nature of business if any. : NIL

r) The details of Directors or Key Managerial Personnel who were appointed or Details are as follows : have resigned during the year.

	Sr.	Name of Director/ KMP	Date of Appointment/ Resignation
	No.
	1	Mr. Raghav Kapoor	12.09.2017 (Resignation)
	2	Mrs. Kavita Loya	21.09.2017 (Appointment)
	3	Mr. Padmakar Joshi	21.09.2017 (Appointment)
	4	Mr. R. A. Parasuraman, Company Secretary	01.09.2017 (Resignation)
	5	Mr. Piyush Nikhade, Company Secretary	01.09.2017 (Appointment)
s)	Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.		Nil
t)	Details relating to deposits covered under Chapter V of the Act.		Company has not accepted any deposits
u)	The details of deposits which are not in compliance with the requirements of Chapter V of the Act.		during the year
v)	The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.		Nil
w)	The details in respect of adequacy of internal financial controls with reference to		The details are separately covered under
	the financial statements		Management Discussion & Analysis
			Report.
x)	Details of Employee Stock Option Scheme Pursuant to Section 62 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the following are the details of ZIM Employee Stock Option Scheme :
	a)	Option Granted	1,22,449
	b)	Option vested	61,233
	c)	Option Exercised	61,233
	d)	The total number of shares arising as a result of exercise of option	61,233
	e)	Option Lapsed	NIL
	f)	The exercise price	'' 10/-
	g)	Variation of terms of options	NIL
	h)	Money realised by exercise of option	'' 6,12,330.00
	i)	Total number of options in force	61,216
	j)	Employee wise details of options granted to : Name Designation	No. of Options Granted
		Mr. Prakash Sapkal Director (Operations)	50,000
		Mr. Niraj Dhadiwal Director (Business Development)	50,000
		Mr. Vijay Fudke Sr. Vice President TSD	22,449
		Total	1,22,449

Report on performance and financial position of wholly-owned subsidiary viz; ZIM Laboratories FZE, Sharjah.

During the year 2017-18 there has been no change in the paid-up capital of the company. The cost of turnover, the turnover and the profit calculated by conversion of amount expressed in AED in the subsidiary financial statement at exchange rate as on 31st March, 2018 are as follows:-

Disclosure under section 148 (1) of the Companies Act, 2013

The Company has maintained proper books of accounts as required pursuant to the Rules made by the Central Government for the maintenance of Cost records under sub-section(1) of section 148 of the Act in respect of Company''s products.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, refer “Annexure I”

y) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.

No of complaints received : NIL No of complaints disposed off : NIL

The cost of turnover	Rs, 1,79,90,192.00
Turnover	Rs, 2,70,03,907.35
Profit before tax for the year	Rs, 82,21,302.46
profit for the year after other expenses	Rs, 82,21,302.46

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and other stakeholders for their continued support to the Company

For and on behalf of the Board of Directors

(Anwar Siraj Daud)

Chairman

Place : Nagpur

Dated : 14.08.2018