Zenith Health Care Limited has scheduled its 32nd Annual General Meeting (AGM) for August 28, 2026, at 10:30 A.M., to be conducted via Video Conferencing (VC) or Other Audio Visual Means (OAVM). The company also disclosed that its register of members will remain closed from August 22 to August 28, 2026, and shareholders can participate in remote e-voting from August 25 to August 27, 2026. This update follows the company’s recent submission of its 32nd Annual Report to the Bombay Stock Exchange (BSE) on August 4, 2026, ensuring stakeholders have access to audited financial statements ahead of the meeting.

The AGM notice was issued pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The cut-off date for determining eligibility to vote is August 21, 2026. Shareholders holding shares on this date are entitled to cast their votes electronically. The remote e-voting module will be disabled by NSDL at 5:00 P.M. on August 27, 2026, after which no further votes can be cast remotely.

Key Dates and Details

The company appointed Kamlesh M. Shah, a practicing Company Secretary (C.P.No. 2072), as the scrutinizer to ensure a fair and transparent voting process. Members who have already cast their votes via remote e-voting may attend the AGM through VC but cannot vote again. Conversely, those who have not voted remotely can do so during the meeting. Physical ballot papers will not be available due to the virtual nature of the meeting.

Regulatory Compliance and Access

In compliance with Ministry of Corporate Affairs (MCA) Circular No. 09/2024 dated September 19, 2024, and SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/1133 dated October 3, 2024, the company is dispensing with physical copies of the Annual Report. Instead, the report and AGM notice are being sent electronically to registered email addresses of shareholders. For those without registered emails, a letter with a weblink is being dispatched via post. The documents are also available on the company’s website and the BSE portal.

Shareholders are advised to register or update their email addresses with their Depository Participants (DPs) or the Registrar and Share Transfer Agent (RTA) to receive future communications electronically. Technical assistance for e-voting can be obtained by contacting NSDL at 022-4886 7000 or via email at evoting@nsdl.co.in .

Zenith Health Care Limited will seek shareholder approval for the re-appointment of Chairman and Managing Director Mahendra C Raycha and a material related-party transaction valued up to ₹100 crore with Achyut Healthcare Limited at its Annual General Meeting (AGM) on August 28, 2026. The Board of Directors approved these resolutions on August 4, 2026, citing leadership continuity and strategic supply chain alignment as key drivers. Investors must act by the record date of August 21, 2026, to exercise voting rights via e-voting or attend the meeting through video conferencing.

The re-appointment of Mahendra C Raycha is mandated under Section 196 of the Companies Act, 2013, as he attained the age of 70 years in October 2023. His new three-year term begins July 1, 2026, with a monthly remuneration cap of ₹2,00,000, totaling up to ₹12,00,000 per annum including perquisites. Additionally, shareholders will vote on the regularization of Joint Managing Director Akshit M Raycha for a three-year term from May 29, 2026, with an annual remuneration cap of ₹24,00,000. Mrs. Neela M. Raycha also offers herself for re-appointment as a director by rotation.

Key Resolutions and Financial Context

A critical agenda item is the related-party transaction involving the sale of Active Pharmaceutical Ingredients (APIs), raw materials, and packing materials to Achyut Healthcare Limited. Valued up to ₹100 crore for FY27, this deal requires special shareholder consent under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both Mahendra C Raycha and Akshit M Raycha hold directorships in Achyut Healthcare Limited and will abstain from voting. The Promoters' Group will also abstain.

The AGM will also adopt the financial results for FY26, which reported a Profit After Tax (PAT) of ₹0.51 lakh, a significant decline from ₹6.70 lakh in FY25. Total income fell to ₹1,093.65 lakh in FY26 from ₹1,176.11 lakh in FY25. Expenditure and depreciation stood at ₹1,092.05 lakh. Despite the profit contraction, the company maintains a zero-debt status, relying on internally generated funds.

What the Numbers Show

The convergence of declining profitability with a substantial related-party transaction warrants close investor scrutiny. With PAT contracting by approximately 92% year-on-year to ₹0.51 lakh, the approval of the ₹100 crore API sales agreement with Achyut Healthcare Limited becomes a pivotal governance checkpoint. The simultaneous increase in remuneration for the Joint Managing Director, amidst shrinking net profits, may draw attention during the e-voting process. However, the company’s zero-debt position provides a buffer against liquidity risks, allowing management to focus on operational efficiency and supply chain consolidation through the related-party channel.