Zenith Exports Ltd

Zenith Exports Ltd – Closure of Trading Window

AGM details

• Mode of voting: Electronic voting (E-Voting).

Resolutions

• Adopt audited standalone financial statements for the year ended 2026; reports approved.
• Re-appoint Urmila Loyalka as director (retiring by rotation).
• Increase in managerial remuneration of Managing Director Varun Loyalka approved.

Dividend

• Dividend: Not proposed or declared.

Director changes

• Urmila Loyalka reappointed as director.

Auditors

• No auditor appointment changes disclosed.

Material related party transactions

• No material related party transactions disclosed.

Financials

• Revenue from operations Rs 6,468.31 Lakhs, down from Rs 7,210.31 Lakhs.
• Total income Rs 6,919.36 Lakhs; Profit before tax Rs 325.10 Lakhs.
• Profit after tax Rs 228.66 Lakhs; EPS Rs 4.24.
• Dividend declared: none; equity share capital Rs 5.396 crore.
• Net worth Rs 8,411.43 Lakhs; reserves Rs 2,723.32 Lakhs.
• Export sales Rs 5,873.90 Lakhs; domestic Rs 197.99 Lakhs.

Operations & Segments

• Leather gloves and made-ups revenue Rs 4,302.93 Lakhs.
• Silk fabrics and made-ups revenue Rs 1,056.38 Lakhs.
• Weaving silk fabrics EOUs revenue Rs 1,331.80 Lakhs.
• Yarns revenue Rs 0.60 Lakhs.
• Total segment revenue Rs 6,691.71 Lakhs.
• ISO certifications ISO 9001:2015, ISO 14001:2015.

Capital & Liquidity

• Current borrowings Rs 211.42 Lakhs; long-term borrowings nil.
• Equity share capital Rs 539.63 Lakhs; total equity Rs 8,411.43 Lakhs.
• Cash and cash equivalents Rs 609.53 Lakhs.
• Listing on NSE and BSE; listing fees paid through 2027.
• Deposits not accepted.

Governance & Board

• Board: 6 directors; 1 MD; 1 Women Director; 4 Independent.
• Priyanka Poddar and Rasna Goyal appointed; Shaw died; Bafna resigned.
• Audit Committee: 4 independent directors; 4 meetings in year.
• Secretarial audit: M&A Associates; no qualifications.

Remuneration & Compensation

• MD Varun Loyalka remuneration increased to Rs 1,76,800 per month; Rs 21,21,600 annually.
• Remuneration primarily per Schedule V; subject to shareholder approvals where needed.
• Non-executive directors' sitting fees approved; no stock options.

Related Party Transactions

• Related party: SKL Exports Ltd; purchase up to Rs 3 crore.
• All related party transactions approved by Audit Committee and Board; arms-length.
• Form AOC-2 Annexure II details contracts with related parties.

Audit & Controls

• Statutory auditors: M/s V. Goyal & Associates; Secretarial: M&A Associates.
• Audit report: no qualifications; no material going concern concerns.
• Internal controls considered adequate; monitored by Audit Committee.

Outlook & Risks

• Outlook: growth expected; antimicrobial fabrics and new finishes under development.
• Risks: global volatility, inflation, and Indian mill competition.
• Labour codes awaiting implementation; impact to be recognized when effective.

AGM details

• Date/time: 24 September 2026 at 11:30 IST; VC/OAVM
• Record date: 17 September 2026; Book closure: 18–24 September 2026
• Remote e-voting: 21–23 September 2026; 9:00 to 17:00
• Results to be declared within 48 hours after AGM

Resolutions

• Ordinary: Adopt Audited Standalone Financial Statements for year ended 31 March 2026
• Ordinary: Re-appoint Urmila Loyalka, retiring by rotation
• Special: Approve Varun Loyalka's revised MD remuneration, from 12 Aug 2026

Dividend & related party

• Dividend: No dividend declared for the year
• Material related party transaction: SKL Exports Ltd; fabrics, job work, sale of goods; 278.73 L
• Related party: Surendra Loyalka is a director in SKL Exports Ltd

Director changes

• Urmila Loyalka to be reappointed; retire by rotation
• Priyanka Poddar appointed Independent Director on 06 Mar 2026
• Subhajeet Kar appointed 06 Mar 2026; resigned 19 Mar 2026
• Sanjay Shaw ceased Independent Director on 08 Feb 2026
• Rasna Goyal appointed Independent Director on 23 Mar 2026
• Abhishek Bafna appointed 30 May 2025; resigned 25 Jul 2025

Auditors

• Statutory: V. Goyal & Associates re-appointed for five years to 2027
• Internal: Rohit Jalan & Associates re-appointed for 2025-26
• Secretarial: M&A Associates re-appointed for 2025-2030

Other governance

• No ESOPs or sweat equity issued during 2025-26

E-voting and AGM details

• AGM to be held via VC/OAVM on 24 September 2026.
• Cut-off date for e-voting eligibility: 17 September 2026 (end of day).
• Voting rights reckoned for members on the Register of Members and Beneficial Owners as on cut-off date.
• E-voting facility to be provided by NSDL.
• Notice of AGM and Annual Report for year ended 31 March 2026 to be sent in due course.
• Details of attendance and voting to be in the AGM Notice.
• Notice will be hosted on Zenith Exports' website.

AGM notice and book closure

• 44th AGM on Sep 24, 2026 to be held via VC/OAVM
• Register of Members and Share Transfer Books closed Sep 18–24, 2026 (inclusive)
• Cut-off date for e-voting eligibility: 11 September 2026
• Record Date: 17 September 2026