The Company's financial performance for the year ended on 31st March, 2026 is summarized below:

To, The Members of Zeal Aqua Limited

Your Directors are having immense pleasure in presenting the 18th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Board's Report for the Financial Year ended 31st March, 2026 and the report of the Auditors thereon.

The Company's financial performance for the year ended on 31st March, 2026 is summarized below:

(Rs. In Lakhs)

During the year, your Company recorded Total Revenue of Rs. 68,595.95 Lakhs in financial year 2025-26 as compared to Total Revenue of Rs. 52,100.52 Lakhs in financial year 2024-25 and Profit before Tax stood at Rs. 1961.92 Lakhs for the year 2025-26 as compared to Profit before tax of Rs. 1488.91 Lakhs in financial year 2024-25. Profit after Tax stood at Rs. 1411.13 Lakhs for the financial year 2025-26 as compared to Profit after Tax of Rs. 1005.93 Lakhs in financial year 2024-25.

A detailed analysis on the Company's performance is included in the "Management's Discussion and Analysis" Report, which forms part of this Report.

As on 31st March, 2026 the authorized capital of the Company is Rs. 13,00,00,000/- (Rupees Thirteen crores) divided into 13,00,00,000 (Rupees Thirteen crores) equity shares of Rs. 1/- each. The paid-up capital of the Company as on 31st March 2026 stands at Rs. 12,60,66,000/- divided into 12,60,66,000 fully paid-up equity shares (Rs. 1/- per equity share).

Keeping in mind the overall performance and future outlook of your Company, the Board of Directors of your Company are not declaring dividends as the company require funds for its future growth. Accordingly, your Directors do not recommend any dividend for the financial year ended 31st March, 2026.

There is no balance lying in unpaid dividend account.

The Company has not transferred any amount to the reserves during the current financial year.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on the Company's website and accessible through web link at https://www.zealaqua.com/annual-report/.

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 1. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Shantilal Ishwarlal Patel (DIN: 01362109), Whole-time Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company's policy on directors' appointment and remuneration is available on the website of the company at https://www.zealaqua.com/policies-of-zeal/.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

During the financial year under review, there were changes in the composition and designation of the Board of Directors of the Company. The office of Mr. Shantilal Ishwarlal Patel, Mr. Pradipkumar Ratilal Navik and Mr. Rohan Pradipkumar Navik became vacant in accordance with the applicable provisions of Section 167 of the Companies Act, 2013. Subsequently, the Members of the Company, through Postal Ballot dated June 27, 2025, approved the appointment of Mr. Shantilal Ishwarlal Patel as Whole-time Director, Mr. Pradipkumar Ratilal Navik as Managing Director and Mr. Rohan Pradipkumar Navik as Whole-time Director of the Company, respectively, with effect from June 26, 2025.

Further, Mr. Shahzad Yazdi Gandhi (DIN: 07977528), Independent Director of the Company, resigned from the office of Independent Director with effect from August 25, 2025.

Furthermore, The Company appointed Mr. Pankajbhai Chimanlal Patel as an Additional Director designated as an Independent Director of the Company with effect from November 12, 2025. Subsequently, the Company regularized the appointment of Mr. Pankajbhai Chimanlal Patel as an Independent Director of the Company pursuant to the approval of the members through Postal Ballot dated February 07, 2026.

The following are the List of Directors and KMP of the Company during the year:

*Appointed w.e.f. 26.06.2025.

**Resigned w.e.f. 25.08.2025.

***Appointed w.e.f. 01.06.2025.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Annexure I in the Corporate Governance Report.

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure I in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at www.zealacqua.com.

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 10th February, 2026.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 10th February, 2026 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

The Company has Installed Solar Power Mega Plant which enables us to save 1.15 Cr. of expenditure on electricity by generating 1 MW Power Generation for Captive Consumption.

The Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure 2.

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of The Companies Act, 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure 3 to this report and form part of this Report.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of the business and on an arm's length basis.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https://www.zealaqua.com/policies-of-zeal/ 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, are attached and forms part of this Directors' Report as Annexure 4.

M/s. Patel Kabrawala & Co., Chartered Accountants, (Firm Registration No. 0130952W), were appointed as Statutory Auditors of the Company at the 15th Annual General Meeting held on 18th September, 2023, to hold office until the conclusion of the 20th Annual General Meeting.

However, M/s. Patel Kabrawala & Co. tendered their resignation as Statutory Auditors of the Company w.e.f. 04th September, 2025, resulting in a casual vacancy in the office of the Statutory Auditors of the Company pursuant to Section 139(8) of the Companies Act, 2013.

The Members of the Company, at the 17th Annual General Meeting held on September 30, 2025 approved the appointment of M/s. D C Jariwala & Co., Chartered Accountants, (Firm Registration No. 104063W) as the Statutory Auditors of the Company for a period of five consecutive years, from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting, pursuant to the provisions of Section 139 of the Companies Act, 2013.

Accordingly, M/s. D C Jariwala & Co., Chartered Accountants, continue to hold office as the Statutory Auditors of the Company for the financial year 2025-26 and shall continue as such for the aforesaid tenure, subject to the provisions of the Companies Act, 2013 and the rules made thereunder.

M/s. GRR & Co., Chartered Accountants, Surat has been internal Auditor of the Company for the period of Financial Year 2025-26 and onwards. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

In accordance with the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. JDM & Associates LLP, Peer Reviewed Firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting, pursuant to the approval accorded by the Members of the Company.

However, M/s. JDM & Associates LLP tendered their resignation from the office of Secretarial Auditors of the Company on 30th July, 2026, resulting in a casual vacancy in the office of Secretarial Auditor of the Company.

The Board of Directors, based on the recommendation of the Audit Committee and in accordance with the provisions of Section 204 of the Companies Act, 2013 and other applicable provisions of the SEBI LODR Regulations, appointed Mr. Manish R. Patel, Practicing Company Secretary (ACS No. 19885; COP No. 9360), as Secretarial Auditor of the Company to fill the casual vacancy caused by the resignation of M/s. JDM & Associates LLP, for conducting the Secretarial Audit of the Company for the Financial Year 2025-26.

As per provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors, in its meeting held on September 05, 2026 had appointed Mr. Manish R. Patel, Company Secretary in Practice, as Secretarial Auditor of the Company for a term of five consecutive years commencing from the conclusion of the 18th Annual General Meeting until the conclusion of the 23rd Annual General Meeting of the Company, subject to the approval of the Members of the Company.

The Secretarial Audit Report for the Financial Year 2025-26, issued by Mr. Manish R. Patel, Practicing Company Secretary, is annexed to this Report as Annexure 5.

Mr. Manish R. Patel has given his consent to act as Secretarial Auditor of the Company and has confirmed that he is eligible for appointment as Secretarial Auditor and is not disqualified under the provisions of the Companies Act, 2013 and the rules made thereunder.

The report of the Auditors is self-explanatory and does not contain any qualification, reservation or adverse remark and does not call for any comment as per section 134 of the Companies Act, 2013. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Below are concise management replies against each qualification of the Secretarial Auditor:

1. Non-filing of MGT-14 — The filing was inadvertently missed. The Company is taking steps to complete the necessary filing and ensure compliance with statutory requirements.
2. AGM Notice did not specify mode of meeting — The omission was inadvertent. The Company shall ensure that all future notices contain complete disclosures and comply with applicable provisions and circulars.
3. Independent Directors not registered in Independent Directors Databank — The Company has advised the concerned Independent Directors to complete the necessary registration and comply with the applicable requirements.
4. Non-filing of FLA Return with RBI — The delay was due to an oversight. The Company is taking necessary steps to file the FLA Return and ensure timely filing of regulatory returns in future.

The management acknowledges the observations made by the Secretarial Auditor. Most of the instances reported were procedural or inadvertent in nature and have either been rectified or are in the process of being regularized. The Company remains committed to maintaining high standards of corporate governance and regulatory compliance and has strengthened its internal compliance monitoring mechanisms to prevent recurrence of such lapses.

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors' Report, is given in Annexure 6.

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Jayan Rajeshkumar Patel, Chief Financial Officer of the Company, for the year ended 31st March, 2026 is attached herewith as Annexure 7.

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement" and confirm that:

a) In preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors have 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 of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts for the year ended 31st March, 2026 on going concern basis.
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company does not have any subsidiary, Joint Venture and Associate Companies.

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in nature.

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014. The particulars of loan received from the directors, not covered under definition of deposits as per rule 2(1)(c) is mentioned in the Financial Statements.

The Annual Listing Fee for the current year has been paid to the BSE Limited.

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which financial statements relates and the date of this report.

The Company continues to be engaged in the aquaculture industry, primarily in prawn farming and trading of Seed, Feed and Medicines required for shrimp farming. The Company also continues its operations through its Shrimp Processing Unit and undertakes processing and export of processed shrimp.

During the year under review, the Company further strengthened and expanded its processing and aquaculture capabilities. The Company enhanced its overall production capacity from 55 Tons to 75 Tons and installed a Brine Freezer, in addition to its existing processing infrastructure comprising IQF, Plate Freezers and Blast Freezers.

The Company also expanded its aquaculture operations by acquiring additional ponds, taking the total number of ponds under its operations to approximately 548 ponds. The Company continues to focus on shrimp farming, processing and export activities and has also diversified its product portfolio to include Fish Fillets and other value-added seafood products.

There has been no fundamental change in the nature of the Company's business during the financial year under review; rather, the Company has continued to strengthen and expand its existing aquaculture, shrimp processing and seafood business.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company. The Disclosure shall be in Annexure 8.

The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at https://www.zealaqua.com/policies-of-zeal/.

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities off unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company's website. The web link is https://www.zealaqua.com/policies-of-zeal/.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.

During the financial year under review, the Company has entered into Related Party Transactions in the ordinary course of business and on an arm's length basis, as applicable. The particulars of contracts, arrangements and transactions with related parties, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2 annexed to this Report as Annexure 4.

The details of Related Party Transactions are also disclosed in the Notes forming part of the Financial Statements, as applicable.

The Company has a Related Party Transaction Policy and the same has been posted on the website of the Company at https://www.zealagua.com/policies-of-zeal/.

The Company's policy relating to Nomination and Remuneration of Directors, Key Managerial Personnel and other Employees as stipulated under Section 178 (4) of the Companies Act, 2013, has been disclosed in the Corporate Governance report.

The company has not given any loans or guarantees or investments fall under the provisions of Section 186 of the Companies Act, 2013.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. For ensuring independence of audits, the Internal Auditors report directly to the Audit Committee. Both Internal and Statutory Auditors have exclusive executive sessions with the Audit Committee on a regular basis. In addition, during the year, the Management performed a review of key financial controls, at entity as well as operating levels.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives which has been enhanced during this year. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. These have also been reported and discussed in detail in the Management's Discussion and Analysis Report, annexed to this report.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2025-26.

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure 9.

Board of Directors has revised and adopted Code of Conduct for Board of Directors and Senior Management Personnel in the meeting of Board held on 14th February, 2020. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure 10.

The Code of Conduct from Board of Directors and Senior Management Personnel is available on link: https://www.zealaqua.com/policies-of-zeal/.

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace". There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

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

During the year under review, no complaints related to sexual harassment were received. The details are as follows:

(a) No. of complaints filed during the financial year: Nil
(b) No. of complaints disposed of during the financial year: Nil
(c) No. of complaints pending as on end of the financial year: Nil

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) during the year under review.

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Policy on Prohibition of Insider Trading and the same has been posted on the website of the Company at https://www.zealaqua.com/policies-of-zeal/.

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of Research & Development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people.

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

During the year, The Company has appointed Mr. Pankaj Chimanal Patel (DIN: 11371266) as an Independent Director of the Company for a term of 5 years from 12th November, 2025 to 11th November, 2030.

Mr. Shahzad Yazdi Gandhi (DIN: 08013857) independent Director has resigned as on 25.08.2025.

The Board of Directors are of the opinion that the Company consists of independent Directors having integrity, relevant expertise and experience.

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.