Date: May 21, 2016

The ManagerBSElimited (DCS-CRD)Phiroze Jeejeebhoy TowersDalal StreetMumbai - 400001

Dear Sir,

Scrip Code: 532039

zenotechCIN:l27100AP1989PlCOI0122

ZENOTECH LABORATORIES LTD.Survey No. 250 - 252,Turkapally VillageShameerpet MandaiR R District 500 078. 1.S., Indi8.Tel: +91 40 2348 0430 / 35Fax: +91 40 2348 0429www.zenotechlab.com

Sub: Outcome of the Board Meeting of Zenotech Laboratories limited (the Company)

Pursuant to Regulations 30 & 33 of the SEBI (listing Obligations and Disclosure Requirements) Regulations,2015, we inform you that the Board of Directors of the Company, at its meeting held on Saturday, May 21,2016, which commenced at 12.15 p.m. and concluded at 4.10 p.m., has inter alia, considered and approvedthe following:

1. The Audited Financial Results for the quarter and year ended March 31, 2016. A copy of the saidFinancial Results along with the Auditors' Report thereon is enclosed herewith.

2. Raising of funds by way of offer and issue of equity shares to the existing shareholders of theCompany on a rights basis (Rights Issue).

The Board has constituted a Committee of Directors (the Committee) for the above purpose and hasauthorised the Committee to determine the terms of the Rights Issue including the quantum ofissue, rights entitlement ratio, issue price, issue size, book closure or record date, entitlement, timingof the issue, etc., in consultation with the Lead Manager to the Right Issue and to decide all othermatters relating to the Right Issue. Such details shall be informed and/or announced in due course asand when decided or required, as per applicable statutory provisions and depending upon themarket conditions.

The above proposal to issue of shares shall be subject to necessary approvals, confirmations andconsents as may be necessary and in compliance with applicable law including the provisions of theSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009 and the Companies Act, 2013 and the Rules made there under.

We request you to kindly take the above on record.

Thanking you,

Yours faithfully,For Zenotech Laboratories limited

W-(\llAC\~',Abdul Gafoor MohammadCompany Secretary & Compliance Officer

Encl: as above

ZENOTECH LABORATORIES LIMITEDCIN: L27100API989PLCOIOl22

Survey No.250-252, Turkapally M,Shameerpet (M), Ranga Reddy (Ot), Hyderabad - 500078

Phone:+91 4023480430/35 www.zenotechlab.com

Statement of Standalone Audited Financial Results for the Quarter / Year ended 31 March 2016

Part I (Rs. in lakhs, excent share and ner e"uilv share datal3 months Preceding 3 Corresponding 3 Year to date figures Previous year

Particularsended months ended months ended in for current period ended 31/0312015

31/0312016 31/1212015 the previous year ended 31/031201631/0312015

IAudited\ (Unaudited\ IAudited\ IAudited\ IAudited]1 Income from operations

a) Net sales / income from operations (Net of excise duty) 12.16 30.50 89.12 205.98 407.67b) Other operating income - -Total income from operations(net) 12.16 30.50 89.12 205.98 407.67

2 Expensesa) Cost of materials consumed 9.13 16.46 107.78 200.17 316.77b) Purchase of stock-in-trade - -c) Changes in inventories of finished goods, work-In-progress and stock

(2.64) (1.31) 17.88 (9.65) 2.60in-traded) Employee benefit expenses 20.40 65.37 64.57 222.30 327.45e) Depreciation and Amortisation expenses 99.08 99.04 101.09 396.23 405.63f) Power & Feul expenses 24.30 22.13 141.93 98.36 141.93g) Rates & Taxes 40.84 53.02 1,068.13 168.90 1,068.13h) Professional Charges 28.77 23.77 352.75 108.06 333.78i) Other expenses 50.28 46.71 (900.87 216.58 222.08Total expenses 270.16 325.19 953.26 1,400.95 2,818.37

3 Profit/CLoss) from operations before other Income, finance costsand exceptional items (1-2)

(258.00) (294.69) (864.14) (1,194.97) (2,410,70)

4 Other income 7.13 16.68 19.83 38.76 34.525 Profit/(Loss) from ordinary activities before fipance costs and

exceptional items (3+4) (250.87) (278.01) (844.31) (1,156.21) (2,376.18)

6 Finance costs 186.59 196.30 176.06 754.60 665.257 Profit/CLoss) from ordinary activities after fmance costs but before

exceptional items (5j:6) (437.46) (474.31) (1,020.37) (1,910.81) (3.041.43)

8 Exceptional items - -9 Profit/Closs) from ordinarv activities before tax (7+8) (437.46 (474.31 (1,020.37 0,910.81) 0,041.4310 Tax expense - - -II Net Profit/(Loss) from ordinarv activities after tax (9+ 10) (437.46 (474.31 (1,020.37 11,910.81) 13,041.4312 Extraordinarv item (net of tax expense Rs. Nil) - -13 Net Profit/ILoss\ for the neriod 111+12\ 1437.46 {474.31l 0,020.37 11,910.81 13,041.4314 Share of profit / (loss) of associates" -15 Minority interest. . .

16 Net Profit 1(Loss) after taxes, minority interest and share of profit /(loss) of associates (13 + 14 + 15)" (437.46) (474.31) (1,020.37) (1,910.81) (3,041.43)

17 Paid-up eQuitv share capital (Face value ofRs. 10/- per share) 3,442.75 3,442.75 3,442.75 3,442.75 3,442.7518 Reserves excluding revaluation reserves as per balance sheet of previous

accounting year. . . (8,079.35) (6.168.54)

19 Earnings! (loss) per share (before extraordinary items)(i) (ofRs. 10/. each)

a) Basic and Diluted (1.27 (1.38 (2.96\ (5.55 18.8319 Earnings! (loss) per share (after extraordinary items)(ii) (ofRs. 10/- each)

a) Basic and Diluted (1.27) (1.38) (2.96) 15.55\ 18.83\;)aJ resulls

.." Applicable in the case of Consolidated Results

Statement ofassels and liabilities as at 31 March 2016 Rs. in lakllSStandalone

As at As atParticulars 31-03-2016 31-03-2015

(Audited) (Audited)

A EOUITY AND LIABILITIES

I Shareholders' FundsShare capital 3,442.75 3,442.75Reserves and surplus (8,079.35) (6,168.54

Sub-total-Shareholders' funds (4,636,60 (2,725.79

2 Share application money pending allotment 1.22

3 Non-currentliabilitiesLong-term borrowings 1.04 4.30Long-term provisions 19.32 19.29

Sub-total-Non-current liabilities 20.36 23.594 Current liabilities

Short-term borrowings 5,120.00 5,120.00Trade payables 221.04 195.11Other current liabilities 2,870.95 2,129.08Short-term provisions 1,695.93 1,628.13

Sub-total-Currentliabilities 9907,92 9,072.32

TOTAL-EQUITY AND LIABILITIES 5,291.68 6,371.34

StandaloneAs at As at

31-03-2016 31-03-2015(Audited) (Audited)

B ASSETSI Non-current assets

Fixed assets 4,817.04 5,212.67Non-current investments - -Long-term loans and advances 221.66 310.23

Sub-total.Non-currtnt assets 5,038.70 5,522.902 Current assets

Current investmentsInventories 158.50 203.95Trade receivables 34.73 39.53Cash and cash equivalents 44.75 579.03Short-lerm loans and advances 3.64 5.85Other current assets 11.36 20.08

Sub-total-Current assels 252.98 848.44

TOTAL-ASSETS 5,291.68 6,371.34

Notes:

The above financial results for the quarter and year ended March 31, 2016 have been reviewed by the AuditCommittee and approved by the Board of Directors of the Company at their meeting held on May 21, 2016

2 Books and records, supplementary documents and statutory registers up till the period November 12, 20 II andinformation related to subsidiary are still not in the possession of the Company though the Honorable CompanyLaw Board vide its order dated 8 October 2012 has directed Dr. Jayaram Chigurupati, the erstwhile ManagingDirector and Promoter, to return all the documents and provide written details of all missing documents/ assets/statutory records/ equipment of the Company. Therefore, as reported earlier, it is further informed that theCompany had reconstructed the financial statements for the years ended March 31, 2011 and 2012 based on theavailable limited records, statutory returns filed, supplementary documents, invoices external corroborativeevidence and after considering the various non compliances under the Companies Act, 1956, listing agreementand Foreign Exchange Management Act etc.

The matters relating to several financial and non financial irregularities are currently sub-judice and the impact ofthe various legal proceedings would be made in the financial results of the Company as and when the outcome ofthe above uncertainties becomes known and the consequential adjustments / disclosures are identifiable /determinable.

3 The Company has made necessary reference to the Board of Industrial and Financial Reconstruction under theprovision of Sick Industrial Companies (Special Provisions) Act, 1985.

• With regard to the Auditors Qualifications at Point number a to c of their Auditors' Report for the resultspurpose on the audited financial results of the Company for the year ended March 31, 2016, it is herebyclarified that the said qualifications relate to the earlier financial years ended March 31, 2011 and 2012,which have already been fully explained by way of notes and responded in the Annual Reports of theCompany for the respective financial years. The same will be adjusted in the results as and when theoutcome of the uncertainties during those years, become known and, therefore, no adjustments have beenmade in these results.

• With regard to Emphasis of matter in the Auditors report for the result purpose, it is hereby clarified thatthe financial statements have been prepared on a going concern basis, as the company is confident ofraising further funds, with which it will be able to meet its business operations for growth and revival.

4 The entire operations relate to only the pharmaceuticals segment. Therefore, there is no reportable segment to bedisclosed as required by Accounting Standard 17 'Segment reporting'.

5 Figures for previous period! year have been regrouped to conform to the current period/ year's presentation.

Date: 21 May 2016Place: Mumbai

By Order of the Board

ChairmanDIN: <J12.143tJ..

r

PKF SRIDHAR & SANTHANAM UPChartered Accountants

The Board of DirectorsZenotech Laboratories Limited,Survey NO.250-252, Turkapally (V),Shameerpet (M), Ranga Reddy (DT),Hyderabad - 500078

Independent Auditor's Report on the statement of financial results

We have audited the accompanying statement containing the annual audited financial results ofZenotech Laboratories Limited (the "Company") for the year ended March 31,2016 togetherwith the notes thereon (hereinafter referred to as the "Statement"), which we have signed underreference to this report.

Management Responsibility for the financial results

Management is responsible for the preparation of accompanying statement. The management isalso responsible for the preparation of annual statutory financial statements in accordance withthe Accounting standards specified under section 133 of the companies Act, 2013 read with Rule7 of the Companies (Accounts) Rules, 2014 (the "accounting principles generally accepted inIndia"), basis which the above statement containing the annual audited financial results has beenprepared. The responsibility includes the design, implementation and maintenance of internalcontrol relevant to the preparation of the statement that is free from material misstatement,whether due to fraud or error.

Auditor's Responsibility &:t

Our responsibility is to express the opinion on the statement based on our audit. We conductedour audit in accordance with the Standards on Auditing specified under Section 143( 10) of theCompanies Act, 2013 ("the Act") and other applicable authoritative pronouncements issued bythe Institute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the statement. The procedures selected depend on the auditor's judgement,including the assessment of the risks of material misstatements of the statement, whether due tofraud or error. In making those risk assessments, the auditors consider internal control relevant tothe entity's preparation and fair presentation of the statement in the order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates madeby Management, as well as evaluating the overall presentation of the statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our qualified audit opinion.

Ph: +91 40 - 23319743/23312331. e-mail. hyderabad@pkfindla.in. www.pkfindia.in

105. 1st Floor. Golden Edifice. Flat No. 6-3-639/640. Khairatabad Circle. HYDERABAD. 500004

PKF SRIDHAR & SANTHANAM has been converted into a limited liability partnership PKF SRIDHAR & SANTHANAM LLP FROM 21ST APRIL 2015.

REGISTRATION NO. WITH ICAIIS 0039905/5200018

Basis for Qualified Opinion

Based on information provided to us by management,

a) The books of accounts for the financial years ended 31 March 2011 and 2012 werereconstructed by the Management post 12 November 2011. Certain matters relating to thedifferences between the current management and the then Co- Managing Director arecurrently sub-judice and still unresolved. These related to obtaining audit evidence on therelated financial results and consequential impact of the adjustments if any relating to theunresolved matters pertaining to non-compliance with applicable laws and regulations andany consequential adjustment/ disclosures arising out of the outcome of ongoing legalproceedings. The Company has represented to us that based on the steps taken by theManagement and evidence available so far, in its assessment the risk that the financialresults may be materially misstated is low.

b) The Company has filed a legal case against Dr.]ayaram Chigurupati, the erstwhile Co-Managing Director for recovering the managerial remuneration paid amounting to INR79.80 lakhs during the p'eriod from 1 October 2007 to 31 March 2011, including an amountof INR 22.80 lakhs which was in excess of the prescribed limits for the year ended 31 March2011 without obtaining the necessary prior approval from the Central Government of Indiawhich is in contravention of the provisions of the Companies Act, 1956. Since the currentmanagement has filed a claim for the entire amount, there is continuing default in relationto excess remuneration paid.

c) The Company's application under the Companies Act, 1956, to the Ministry of CorporateAffairs (MCA), Government of India for approval of managerial remuneration of lNR 30.00lakhs payable to Late Mr.B.K.Raizada, another erstwhile Co- Managing Director for theperiod from 19 March 2011 to 18 March 2013 was conditionally approved by MCA on 27February, 2012. Pending compliance by the Company with such conditional approval, noadjustment in this regard has been made in the accompanying financial results.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us,with the exception of the matters described in the "Basis for Qualified Opinion" paragraph,(i) the Statement, together with the notes thereon are presented in the format prescribed underRegulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015in this regard; and

(ii) the Annual audit financial results for the year ended 3 I st March 2016 as set out in theStatement gives a true and fair view of the net Joss and other financial information for the yearended 31sl March 2016 in accordance with the accounting principles generally accepted in India.

Emphasis of Matter

The Company has accumulated losses and its net worth has been completely eroded, theCompany has incurred a net cash loss during the current and previous years and, the Company'scurrent liabilities exceeded its current assets as at the balance sheet date. The financial statementshave been prepared on a going concern basis; notwithstanding the above conditions as thecompany is confident of raising further funds, with which it will be able to m -011 . less

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operations for growth and revival

Our report is not qualified in this regard.

Other Matter

The Statement dealt with by this report has been prepared for the express purpose of ftIing withBSE Limited. This Statement is based on and should be read with the audited financialstatements of the company for the year ended March 31, 2016 on which we issued an modified

opinion vide our report dated May 21, 2016.

Restriction on Use

This report is addressed to the Board of Directors of the Company and has been prepared for andonly for the purposes set out in "Other Matter" paragraph above. This report should not beotherwise used by any other party for any other purpose.

For PKF Sridhar & Santhanam LLPFirm's Registration No.003990S/S200018Chartered Accountants