Date: September 21, 2026

KMP / Board Changes

Zota Health Care Limited provides detailed justification for four AGM resolutions that received AGAINST recommendations from Institutional Investor Advisory Services (IiAS).

The resolutions in question are:

1. Re-appointment of Mr. Moxesh Ketanbhai Zota (DIN: 07625219) as Managing Director

2. Approval of remuneration payable to Mr. Ketankumar Chandulal Zota (DIN: 00822594), Non-Executive Chairman

3. Approval of related party transactions regarding remuneration/salary to Directors and Senior Marketing Manager

4. Approval of material related party transaction(s) with subsidiary Everyday Herbal Beauty Care Limited

Board Composition and Experience

The Company clarifies that its Promoter Directors include:

  • Mr. Ketankumar Chandulal Zota (Non-executive Chairman)
  • Mr. Moxesh Ketanbhai Zota (Managing Director)
  • Mr. Himanshu Muktilal Zota (Whole-time Director)
  • Mr. Kamlesh Rajanikant Zota (Whole-time Director)
  • Mr. Viren Manukant Zota (Whole-time Director)

These promoter directors are described as founder directors with over 30 years of experience in the pharmaceutical and healthcare sector, associated with the Company since its inception. The Board composition consists of 1 Non-executive Chairman, 5 Executive Directors, and 6 Independent Directors.

Remuneration Structure

The Company defends the remuneration structure for promoter directors:

  • Remuneration determined in accordance with applicable statutory framework
  • Based on industry benchmarks, company size, experience, skills, expertise and responsibilities
  • Board has fixed an upper cap limit of Rs. 12.00 crores in aggregate for cumulative remuneration to promoter directors
  • This cap includes all perquisites and allowances and is fixed until the end of financial year 2030
  • Company states remuneration is "minimal" compared to company turnover
  • Remuneration represents "a small proportion of the scale of operations"

Financial Performance Context

The Company cites strong financial performance to justify remuneration:

  • Consolidated revenue from operations grew 83.86% YoY in FY26
  • Consolidated revenue from operations grew 62% YoY in FY25
  • Even with increasing turnover, remuneration will remain within the Rs. 12.00 crore cap

Subsidiary Relationship (Everyday Herbal Beauty Care Limited)

The Company provides detailed explanation for related party transactions with subsidiary Everyday Herbal Beauty Care Limited (EHBCL):

  • Zota holds 87.78% stake in EHBCL
  • EHBCL manufactures, wholesales, retails and markets cosmetic, ayurvedic and OTC products under "Khadi India" brand
  • EHBCL operates retail chain "All Day Stores" (ADS) through COCO (Company Owned Company Operated) model
  • EHBCL's private-label products include personal care, household essentials, cosmetics, OTC, ayurvedic, Surgical and nutraceutical products
  • Davaindia vertical of Zota contributes approximately 27% of total revenue from sales of OTC products, primarily manufactured by EHBCL
  • EHBCL lacks sufficient internal financial resources to independently fund investments and working-capital requirements
  • Zota provides financial assistance, supply-chain management support, and sale/purchase arrangements to support EHBCL
  • This support is described as a "commercial decision" in Zota's economic interest

Governance Justification

The Company addresses IiAS's concerns about governance:

  • Responds to criticism that "five promoter directors on the Board (four executive) and three family members in office of profit is excessive"
  • States the company maintains "appropriate balance between promoter representation, continuity of business knowledge and independent professional oversight"
  • Notes that Independent Directors, Group Chief Executive Officer, Executive Director and Senior Management Personnel provide external perspective
  • Related party transaction status arises from promoter directors being related parties
  • All transactions approved by Audit Committee consisting solely of Independent Directors
  • Nature, terms, tenure, remuneration parameters and material information disclosed to shareholders

Additional Information

  • The response was sent to address IiAS email dated September 18, 2026 (received at 10:57 A.M. IST) based on report dated September 16, 2026
  • AGM is scheduled for September 28, 2026
  • Copy of response available on company website: www.zotahealthcare.com
  • Signed by Ashvin Variya (Group Company Secretary & Compliance Officer)