19, R. N. Mukherjee Road, Kolkata - 700 001, India Telephone: 2248-7071, 2248-6936 Fax : 91-33-2243-9003 E-mail: i!Onith@?iasolQ1 .V:SAI.Aet io CIN: L24294WB1981PLC033902

4thSeptember'2020

The Manager Listing Department National Stock Exchange of India Limited 'Exchange Plaza', C-1, Block-G Bandra-Kurla Complex Bandra (E) Mumbai- 400 051 Scrip ID: ZENITHEXPO

The Manager Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400001 Scrip Code: 512553

Dear Sir/Madam,

Sub: Intimation of Annual General Meeting of the Company

Pursuant to Regulation ³⁰ of SEBI {ListingObligations and Disclosure Requirements) Regulations'2015, as amended, we enclose herewith the Notlce of 381hAnnual General Meeting of the Company scheduled to be held on Tuesday, 29th September'2020 at 11:30 AM. (1ST)THROUGH VIDEO CONFERENCING ("VC")/ OTHER AUDIO VISUAL MEANS ("OAVM"}without physical presence of the Members at ^a common venue in terms of various circulars issued by the Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/CMDl/CIR/P/2020/79dated lih May'2020 issued by the Securities and Exchange Board of India.

Kindly take the above on record

Thanking you,

Yours faithfully,

{rZENITH EXPORTS.?MITED ^I , i,J___ Q")l,^y »> ;\f.fJ,?i,'. ^dlt?t·.? ·1" · .. (Vik?_Kum·?,r Mishra}

Company Secretary ACS: ³⁶⁵⁶⁸ .·•

19, R. N. Mukherjee Road, Kolkata - 700 001, India Telephone: 2248-7071, 2248-6936 Fax: 91-33-2243-9003 E-mail:· • in CIN: L24294WB1981PLC033902

E-mail: [email protected]

NOTICE

NOTICE is hereby given that the 381hAnnual General Meeting("AGM") of the Members of ZENITH EXPORTS LIMITED (CJN: L24294WBl981PLC033902) will be held on Tuesday, 291h September'2020 at 11 :30 a.m. (1ST) through Video Conferencing ("VC") I Other Audio Visual Means ("OA VM"), to transact the following businesses:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020, together with the Reports of the Board of Directors and Auditors thereon.
• 1. To appoint ^a Director in place of Mr. Varun Loyalka (DIN: 07315452), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To re-appoint Mr. Surendra Kumar Loyalka (DIN:00006232) as Chairman and Managing Director of the Company and in this regard to consider and, if thought fit, to pass the following resolution as ^a Special Resolution:

"RESOLVED THAT notwithstanding his completion of seventy years of age during the tenure, pursuant to the provisions of section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 ("Act"), and the Rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule-V of the Companies Act, 20 l3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and Articles of Association of the Company and subject to the other necessary approval, if any, the approval of members of the Company be and is hereby accorded for re-appointment of Mr. Surendra Kumar Loyalka (DIN:00006232) as Chairman and Managing Director of the Company, liable to retire by rotation for ^a period of 3(Three years) effective from February 12, 2021 to February 11, 2024 on the remuneration, terms and conditions as recommended by the Nomination and Remuneration Committee and as set out in the explanatory statement annexed to the notice, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. Surendra Kumar Loyalka.

\

19, R. N. Mukherjee Road, Kolkata - 700 001, India Telephone : 2248-7071, 2248-6936 Fax : 91-33-2243-9003 E-mail : 5 ii1iit' t5 'M r z• ^I ...

CIN: L24294WB1981PLC033902

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"RESOLVED FURTHER any Director or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things which may be necessary for re-appointment of Surendra Kumar Loyalka (DIN:00006232) as Chairman and Managing Director of the Company."

1. To re-appoint Mr. Varun Loyalka (DIN:07315452) as Joint Managing Director of the Company and in this regard to consider and, if thought fit, to pass the following resolution as ^a Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 196, 197, ²⁰³ and any other applicable provisions of the Companies Act, ²⁰¹³ ("Act"), and the Rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule-V of the Companies Act, ²⁰¹³ and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and Articles of Association of the Company and subject to the other necessary approval, if any, the approval of members of the Company be and is hereby accorded for re-appointment of Mr. Yarun Loyalka (DIN:07315452) as Joint Managing Director of the Company, liable to retire by rotation for ^a period of 3(Three years) effective from September 26, ²⁰²¹ to September 25, ²⁰²⁴ on the remuneration, terms and conditions as recommended by the Nomination and Remuneration Committee and as set out in the explanatory statement annexed to the notice, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. Varun Loyalka.

"RESOLVED FURTHER any Director or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things which may be necessary for re-appointment of Mr. Varun Loyalka (DIN:07315452) as Joint Managing Director of the Company."

Registered & Head Office: 19, R. N. Mukherjee Road First Floor, Kolkata- 700 001 Dated: September 4, 2020

By Order of the Board of Directors For ZENITH EXPORTS LIMITED

\l,J(ft"\'-"? ?CL\:,,,.· [}.(.?t.y<' r: Vikram Kumar Mishra Company Secretary ACS: 36568

19, R. N. Mukherjee Road. Kolkata- 700 001, India Telephone: 2248-7071, 2248-6936 Fax : 91-33-2243-9003 E-mail :··J ·5 .. ill _l:N(r•·¹ .1 IIU ¹ Cl N : L24294WB 1981 PLC033902

Notes:

E-mail: [email protected]

• ^l . In view of continuing COVID-19 pandemic, social distancing is ^a norm to be followed. The Ministry of Corporate Affairs ('MCA') has vide its General Circular dated May 5, ²⁰²⁰ read with General Circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as 'MCA Circulars') permitted the holding of the Annual General Meeting ('AGM') through Video Conferencing ('VC') facility or other audio visual means ('OAVM'), without the physical presence of the Members at ^a common venue. In compliance with the provisions of the Companies Act, 2013 (the "Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (the "Rules"), as amended from time to time and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with Circular dated May 12, 2020, in relation to "Additional relaxation in relation to compliance with certain provisions of Listing Regulations - COVID-19 pandemic" the AGM of the Company is being held through VC/OAVM on Tuesday, September 29, 2020 at 11.30 a.m. (1ST) and the voting for items to be transacted in the Notice to this AGM shall be only through remote e-voting process ore- voting during the AGM. The deemed venue for the AGM will be the place from where the Chairman of the Board conducts the meeting.
• 1. Pursuant to the provisions of Section 105 of the Companies Act, 2013, ^a Member entitled to attend and vote at the AGM is entitled to appoint ^a proxy to attend and vote on his/her behalf and the proxy need not be ^a member of the Company. Since this AGM is being held through VC/OAVM pursuant to the above mentioned MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this AGM and hence the Proxy Form, Attendance Slip and Route Map for the AGM are not annexed to this Notice.
• 1. Pursuant to the Circular dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OA VM and participate thereat and cast their votes through e-voting.
• 1. Members attending the meeting through VC/OA VM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Special Business to be transacted at the meeting is annexed hereto.
• 1. Information required under Regulation 26(4) and 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and as required under Secretarial Standard-2 on General Meeting, pursuant to Section 118 (I 0) of the Companies Act, 2013 issued by the Institute of Company Secretaries of India, relating to Directors proposed to be appointed/reappointed is provided in the Annexure to this Notice.

19, R. N. Mukherjee Road, Kolkata - 700 001, India Telephone: 2248-7071, 2248-6936 Fax : 91-33-2243-9003 E-mail ·:"?b#ll'M:Wtt,,, CIN .: L242?_4WB1981PLC033902

E-mai\: [email protected]

• 1. The facility for joining AGM through VC/OVAM will be available for up to 1,000 Members and members may join on first come first serve basis. However, the above restriction shall not be applicable to members holding more than 2% or more shareholding, Institutional Investors as on September 4, 2020, Promoters, Directors, Key Managerial Personnel(s), the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, Scrutinizers etc. Members can login and join ¹⁵ (fifteen) minutes prior to the schedule time of meeting and window for joining shall be kept open till the expiry of ¹⁵ (fifteen) minutes after the schedule time.
• 1. In case of Joint Holders attending the AGM, only such Joint Holder whose name appears first in the order of names will be entitled to vote.
• 1. Corporate members intending to send their authorized representative to attend the AGM through VC or OA VM or to vote through remote e-voting, pursuant to Sections 112 and 113 of the Act, are requested to send ^a certified copy of the board resolution to the Scrutinizer by e-mail at [email protected] with ^a copy marked to [email protected], authorizing their representative by September 28, 2020, to attend and vote on their behalf at the AGM.
• IO. The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 23, ²⁰²⁰ to Tuesday, September 29, ²⁰²⁰ (both days inclusive) for the purpose of AGM.
• 1. Members who have not registered their email ID with the depository participants, are requested to registertheir email ID with their depository participants in respect of shares held in electronic form and in respect of shares held in physical form, are requested to submit their request with their valid email ID to our RTA at [email protected]/ [email protected] [email protected] receiving all communications including annual report, notices, letters etc., in electronic mode from the Company.
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company's website www.zenithexportslimited.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
• 1. M/s. V. Goyal & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 35th Annual General Meeting held on September 15, 2017. Pursuant to Notification issued by the Ministry of Corporate Affairs on 7th May, 2018 amending section ¹³⁹ of the Companies Act, 2013, and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at this AGM.

19, R. N. Mukherjee Road, Kolkata - 700 001, India Telephone: 2248-7071. 2248-6936 Fax : 91-33-2243-9003 £ mail :d:ill:@!jiiase?··?at.in CIN : L24294WB1981 PLC033902

E-mail : [email protected]

• 1. As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed companies can only be transferred in demat form with effect from April 1, 2019, except in case of request for transmission or transposition of securities. In view of this and to eliminate all risks associated with physicalshares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to demat form. Members can contact the Company or our RTA for assistance in this regard.
• 1. All the Register of Directors and Key Managerial Personnels and their Shareholding maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested maintained under Section 189 of the Act will be available for inspection by the Members in electronic mode during the AGM. Members who wish to seek inspect, may send their request through an email at [email protected] to the date of AGM.
• 1. Members holding shares in electronic mode are requested to intimate immediately any change in their address, email-id, and bank particulars to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to Registrars and Share Transfer Agents, M/s. C.B. Management Services Pvt. Ltd, P-22, Bandel Road, Kolkata- 700 019.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Accordingly, members holding shares in electronic form are requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN details to Registrars and Share Transfer Agents, Mis. C.B. Management Services Pvt. Ltd.
• 1. Members holding shares in single name are advised to avail the facility of nomination in respect of shares held by them pursuant to the provisions of Section ⁷² of the Companies Act, 2013. Members holding shares in physical form desiring to avail this facility may send their nomination in the prescribed Form No. SH-13 duly filled in to Mis. C.B. Management Services Pvt. Ltd. Members holding shares in electronic mode may contact their respective Depository Participants for availing this facility.

19. Process and manner of voting through electronic means:

a) In compliance with the provisions of section 108 of the Companies Act, 2013 read with Rule ²⁰ of the Companies (Management and Administration) Rules, ²⁰¹⁴ (as amended) and Regulation ⁴⁴ of SEBI (Listing Obligations and Disclosure Requirement) Regulations, ²⁰¹⁵ (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, ²⁰²⁰ and May 05, ²⁰²⁰ the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by ^a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.

19, R. N. Mukherjee Road, Kolkata - 700 001, India Telephone : 2248-7071, 2248-6936 Fax: 91-33-2243-9003 E-4-11ail . 2011it1,@giasclot:1tsf'ft.F91et.m CIN: L24294WB1981PLC033902

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• b) Members of the Company holding shares either in physical form or in electronic form as on the cut-off date i.e. Tuesday, September 22, 2020 may cast their vote by remote e- Voting. The remote e-Voting period commences on Saturday, September 26, ²⁰²⁰ at 9.00 a.m. (1ST) and ends on Monday, September 28, ²⁰²⁰ at 5.00 p.m. (1ST). The remote e- Voting module shall be disabled by NSDL for voting thereafter. Once the vote on ^a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
• c) Members will be provided with the facility for voting through electronic voting system during the video conferencing proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote e-Voting, will be eligible to exercise their right to vote during such proceedings of the AGM.
• d) Members who have cast their vote by remote e-Voting prior to the AGM will also be eligible to participate at the AGM but shall not be entitled to cast their vote again.

The instructions for Members for remote eOVoting are as under:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at bttps://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 are mentioned below:

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser· by typing the following URL: https://www.evoting.nsdl.com/either on ^a Personal Computer or on ^a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. ^A new screen will open. You will have to enter your User ID, your Password and ^a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click one-Voting and you can proceed to Step ² i.e. cast your vote electronically.

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19, R. N. Mukherjee Road, Kolkata - 700 001, India Telephone: 2248-7071, 2248-6936 Fax : 91-33-2243-9003 ?natM??emil'!I· m?-:--!Sflf:?t.in 4. Your User ID details are given below: ECIN.1L24294WB1981PLC033902 -rnai : [email protected]

• 1. Your password details are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • 1. If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. ^a .pdf file. Open the .pdf file. The password to open the .pdf file is your ⁸ digit client ID for NSDL account, last ⁸ digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • 1. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

19, R. N. Mukherjee Road, Kolkata - 700 001, India Telephone: 2248-7071, 2248-6936 Fax : 91-33-2243-9003 -E-ffla4L.-Eeni?A@?iasel04=:-v.sn?Nn C!N: L24294WB1981 PLC033902

• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send ^a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system ofNSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 are given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click one-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of your company Zenith Exports Limited.
• 1. Now you are ready fore-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

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1. R. N. Mukherjee Road, Kolkata - 700 001, India Telephone: 2248-7071, 2248-6936 Fax: 91-33-2243-9003 E·i 11.w. :e, dq@?ia JOi..vst'fl.rleUn CIN: L24294WB1981PLC033902 E-mail: [email protected]

2. 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
3. 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
4. 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrntinizer by e-mail to [email protected] with ^a copy marked to [email protected]
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send ^a request at [email protected]

The instructions for Members fore-Voting on the day of the AGM are as under:-

• 1. The procedure fore-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OA VM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in theAGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.