Zenlabs Ethica Limited

Key Financial Figures (FY 2025-26)

  • Total Income: ₹4,710.66 Lakhs (Previous Year: ₹5,147.05 Lakhs)
  • Total Expenditure: ₹4,684.16 Lakhs (Previous Year: ₹5,104.25 Lakhs)
  • Profit Before Exceptional Items & Tax: ₹26.50 Lakhs (Previous Year: ₹42.79 Lakhs)
  • Exceptional Items: ₹207.81 Lakhs (Write-off of NBFC-related investments/loans; Previous Year: Nil)
  • Profit/(Loss) Before Tax: (₹181.31) Lakhs (Previous Year: ₹42.79 Lakhs)
  • Tax Expense: ₹12.25 Lakhs (Previous Year: ₹15.87 Lakhs)
  • Profit/(Loss) After Tax: (₹193.56) Lakhs (Previous Year: ₹26.92 Lakhs)
  • Other Comprehensive Income: ₹2.50 Lakhs (Previous Year: ₹3.27 Lakhs)
  • Total Comprehensive Income/(Expense): (₹191.07) Lakhs (Previous Year: ₹30.19 Lakhs)
  • Earnings Per Share (Basic & Diluted): (₹2.97) (Previous Year: ₹0.41)
  • Balance Carried Forward: ₹200.43 Lakhs (Previous Year: ₹391.50 Lakhs)
  • Revenue from Operations: ₹4,692.25 Lakhs (Previous Year: ₹5,142.25 Lakhs)
  • Dividend Declared: None for FY 2025-26.

Capital Structure

  • Authorized Share Capital: ₹20,00,00,000 (2,00,00,000 Equity Shares of ₹10 each)
  • Issued, Subscribed & Paid-up Share Capital: ₹6,51,00,150 (65,10,015 Equity Shares of ₹10 each)
  • No change in share capital during the year under review.

AGM Details & Resolutions

33rd Annual General Meeting to be held on Tuesday, September 29, 2026, at 12:00 P.M. at the Registered Office in Chandigarh.

Ordinary Business:

1. To receive, consider, and adopt the Audited Financial Statements for FY ended March 31, 2026, along with the Reports of the Board of Directors and Statutory Auditors.

2. To re-appoint Mr. Sanjay Dhir (DIN: 02452461) as a Director who retires by rotation.

3. To re-appoint M/s. N. Kumar Chhabra & Co., Chartered Accountants (FRN: 000837N) as Statutory Auditors for a second term of 5 years, from FY 2026-27 to 2030-31, at a remuneration of ₹4 Lakhs for FY27, subject to member approval.

Special Business:

4. To amend the Object Clause (Clause III) of the Memorandum of Association (MOA). The resolution seeks to substitute the existing Clause III(B) with a new, extensive clause comprising 38 sub-clauses broadening the company's permissible activities, including receiving foreign currency, contract dealings, R&D, acquisitions, joint ventures, borrowing, and more.

Key Management & Committee Changes

During FY 2025-26:

  • Ms. Manju Bala (Company Secretary & Compliance Officer) ceased on December 4, 2025.
  • Mr. Amit Kumar was appointed Company Secretary & Compliance Officer on February 7, 2026, and ceased on March 2, 2026.

After March 31, 2026 (Before signing the report):

  • Mr. Nikunj Goel was appointed Company Secretary & Compliance Officer on May 29, 2026.
  • Mr. Adarsh Sharma (CFO) ceased on June 26, 2026.
  • Mr. Sanjay Dhir was appointed CFO on July 21, 2026.

Board Composition (as of March 31, 2026):

  • Mr. Sanjeev Singal (Managing Director & CEO)
  • Mr. Sanjay Dhir (Whole Time Director)
  • Mrs. Himjyoti (Non-Executive Director)
  • Mr. Anurag Malhotra (Non-Executive Independent Director)
  • Mr. Kuldeep Singh (Non-Executive Independent Director)

The Board met 5 times during the year. Attendance was 100% for all directors.

Committee Composition:

  • Audit Committee: Mr. Kuldeep Singh (Chairman), Mr. Anurag Malhotra, Mr. Sanjay Dhir. Met 4 times.
  • Nomination & Remuneration Committee (NRC): Mrs. Himjyoti (Chairman), Mr. Anurag Malhotra, Mr. Kuldeep Singh. Met 3 times.
  • Stakeholders Relationship Committee (SRC): Mrs. Himjyoti (Chairman), Mr. Anurag Malhotra, Mr. Kuldeep Singh. Met 1 time.

Regulatory & Compliance Highlights

  • RBI Action: The company's Certificate of Registration (CoR) as an NBFC was cancelled by the RBI vide order dated November 7, 2025, under Section 45-IA of the RBI Act, 1934. This led to the disposal/write-off of related assets (₹207.81 Lakhs), classified as an exceptional item.
  • Secretarial Audit Report (Jaspreet Dhawan & Associates): noted two non-compliances:

1. Non-compliance with Section 149 of the Companies Act, 2013, concerning Independent Directors.

2. Non-dissemination of certain requisite information on the company website as per Regulation 46 of SEBI LODR.

The company's reply acknowledges these observations and states corrective measures are being taken.

  • Statutory Audit Report (N Kumar Chhabra & Co.): Unmodified opinion. Emphasis of Matter regarding non-receipt of some balance confirmations and the exceptional item related to RBI's cancellation of NBFC registration.
  • Internal Financial Controls: Auditors expressed an unmodified opinion on the adequacy and operating effectiveness of Internal Financial Controls Over Financial Reporting.
  • Vigil Mechanism: No complaints were received or pending during the year.
  • Corporate Governance: Provisions under SEBI LODR were not applicable as the paid-up capital (<₹10 Cr) and net worth (<₹25 Cr) were below the specified thresholds.

Material Post-Balance Sheet Event

  • On August 8, 2026, the company entered into a Business Agreement with V Nexxtra Lifesciences Private Limited appointing it as the sole and exclusive distributor for the entire territory for the sale, marketing, promotion, and distribution of Zenlabs Ethica Limited's entire product portfolio.

Other Significant Disclosures

  • Segment Reporting: The company operates in a single business segment: 'Trading and distribution of pharmaceutical products'.
  • Related Party Transactions: Disclosed transactions with promoters, KMP, and entities where KMP can exercise significant influence (Preet Remedies Ltd., Quixotic Pharma Pvt. Ltd., etc.), primarily involving purchases/sales of stock-in-trade, remuneration, and unsecured loans.
  • Micro, Small and Medium Enterprises (MSME): Dues to MSME suppliers outstanding as of March 31, 2026, amounted to ₹481.24 Lakhs (PY: ₹453.44 Lakhs). No interest was due or paid under the MSMED Act.
  • Human Resources: The company had 66 permanent employees on its rolls as of March 31, 2026.
  • Conservation of Energy, Technology Absorption, Foreign Exchange: Details are provided in the notes to accounts. Foreign exchange earnings were ₹Nil; outgo was ₹3.11 Lakhs.
  • Risk Management: The company has a Risk Management Policy focused on identifying and mitigating operational, financial, and regulatory risks.
  • Forward Looking Statements: Management Discussion & Analysis discusses industry structure, opportunities, threats, risks, and an outlook expressing cautious optimism for future growth despite the current year's loss.