Zen Technologies Ltd

REVIEW OF OPERATIONS

During the year under review, your Company achieved total income of Rs.44,420.54 Lakhs as against Rs.16,848.90 Lakhs during the previous year The Net profit after tax stood at Rs.12,923.45 Lakhs as against Rs.3,763.78 Lakhs for the previous year

During the year, the R&D expenditure (capital and revenue) is Rs.2,665.34 Lakhs (previous year Rs.2,021.13 Lakhs).

DIVIDEND

The Board of Directors of your Company in its meeting held on May 4, 2024, recommended a dividend @ 100% (' 1/- per equity share of Rs.1/- each) for the financial year 2023-24 after having considered ongoing and imminent commitments, subject to shareholders' approval at the ensuing annual general meeting (AGM) and shall be subject to deduction of income tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), as amended, the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.zentechnologies.com/ investor_relations/zen-dividend-distribution-policy.pdf

ALLOTMENT OF EQUITY SHARES

The Board of Directors of the Company on May 24, 2023, allotted 40,64,627 equity shares of Rs.1/- each at premium of Rs.212/- pursuant to conversion of Compulsory Convertible Debentures (CCDs) and 4,69,633 equity shares Rs.1/- each at premium of Rs.212/- pursuant to conversion of Convertible Warrants.

Further, the Stock Exchanges granted trading approval for the above mentioned equity shares on July 18, 2023, which is effective from July 19, 2023.

ZEN TECHNOLOGIES LIMITED EMPLOYEE STOCK OPTION PLAN-2021

The Board of Directors and the shareholders of the Company at their meetings held on July 24, 2021, and August 28, 2021, respectively and further amended by the Board of Directors and shareholders of the Company at their meetings held on September 6, 2022 and September 29, 2022, respectively, approved the Zen Technologies Limited Employee Stock Option Plan-2021 ("ZEN ESOS 2021"/"Scheme") to acquire, create, issue, offer, grant, allot and/or transfer from time to time, in one or more tranches up to 40,00,000 (Forty Lakhs) Employee Stock Options ("ESOPs") exercisable into 40,00,000 (Forty Lakhs) equity shares of face value Rs.1/- (rupee one) each. The scheme is being implemented through a Trust set up by the Company namely "Zen Technologies Limited Employees Welfare Trust" and involves acquisition of shares from the secondary market for which the Company has also obtained the in-principle approval from both the stock exchanges viz., BSE Limited and the National Stock Exchange of India Limited. The above mentioned Trust acquired 6,41,400 Equity Shares of Rs.1/- each from market as part of implementation of ZEN ESOS 2021.

The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Disclosures pursuant to Regulation 14 read along with Part F of Schedule-I of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are placed on the Company's Website: https://www.zentechnologies.com/ policies-and-code-of-conduct

Further, the certificate from the Secretarial Auditors of the Company certifying that the Company's Scheme is being implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is enclosed as "Annexure-1" and the resolutions passed by the Members is also placed on the Company's Website: https://www.zentechnologies.com/investor-information

TRANSFER OF SHARES PURSUANT TO ESOPS

During the financial year under review, the Company has transferred 1,23,690 equity shares of face value of Rs.1/- each, (2,00,040 as on July 20, 2024) to the eligible employees of the Company, to whom the grants were issued earlier under Zen Technologies Limited Employee Stock Option Plan-2021 ("the Scheme"), from Zen Technologies Limited Employees Welfare Trust established for the purpose of implementing the scheme, upon completion of respective vesting period as may be applicable as per the scheme.

SHARE CAPITAL

Subsequent to the allotment of equity shares pursuant to conversion of CCDs and Warrants issued in November 2021, the paid-up equity share capital of the Company stood at Rs.8,40,44,260 Crores comprising of 8,40,44,260 equity shares of Rs.1/- each w.e.f May 24, 2023.

QUALIFIED INSTITUTIONAL PLACEMENT(S)

During the year under review, the Company obtained the necessary approval(s) from the shareholders on March 8, 2024, for one or more Qualified Institutional Placements (QIPs) for an aggregate amount upto Rs.1,000 Crores, which is valid for a period of 365 days from the date of passing of the resolution.

RESERVES

No amounts were proposed to be transferred to Reserves for the period under review.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

LISTING OF EQUITY SHARES

The securities of the Company are listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Further, the Company has no equity shares carrying differential rights.

The Company has paid Listing Fees for the Financial Year 2024-25, to each of the Stock Exchanges, where its equity shares are listed.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has Five (5) subsidiaries in India and overseas as mentioned below and there are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries:

a. Unistring Tech Solutions Private Limited (Material Subsidiary)

b. Zen Technologies USA, Inc

c. Zen Medical Technologies Private Limited

d. Zen Defence Technologies L.L.C, UAE

e. AiTuring Technologies Private Limited (w.e.f. March 30, 2024)

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 110 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Act.

Pursuant to the provisions of Section 129(3) of the Act and Rule 8(1) of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries, in Form AOC-1, is attached as "Annexure-2" to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including the consolidated financial statements, along with the relevant documents and the separate audited financial statements in respect of subsidiaries are made available on the website of the Company https://www. zentechnologies.com/investor-information

Further, the Company's policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company's website at https://www.zentechnologies.com/policies- and-code-of-conduct

Unistring Tech Solutions Private Limited (UTS)

UTS is a subsidy of the Company in India with 51% of holding. UTS works for design and development of various products in Electronic Warfare (EW), Communication and RADAR applications. UTS offers services to Govt and private clients in the area of EW systems (ESM, COMINT, ELINT & Jammers), RADARs, Drone based EW systems, command links, EW and Radar Target Simulators. UTS's major products and services are targeted for military clients (Armed forces, DRDO, ECIL, BEL and Private companies in defence). UTS has demonstrated remarkable financial progress in the financial year 2022-23 & 2023-24, which turned the Company as a material Subsidiary of the Company in term of the Listing Regulations and playing a significant role in shaping the consolidated financial statements.

Zen Medical Technologies Private Limited (ZMTPL)

ZMTPL is a wholly-owned subsidiary of the Company in India. Zen Medicalis primarily involved in the field of medical and hospital equipment.

AiTuring Technologies Private Limited (ATPL)

ATPL is a subsidy of the Company in India with 51% of holding. ATPL is pioneers in the field of robotics, integrating sophisticated technologies and specializes in providing cutting-edge solutions in the field of Remote Controlled Weapon Stations (RCWS) and Optronics for a wide range of weapon platforms, ranging from 5.56mm to 12.7mm calibers. Its portfolio includes sophisticated RCWS engineered for multifaceted firearms with unparalleled precision in 360? azimuth and elevation. Its RCWS are designed to be mounted on any vehicle and are the lightest in weight compared to any other RCWS with similar capabilities. They also design state-of-the-art Pan-Tilt-Zoom (PTZ) cameras equipped with cutting- edge day/night thermal vision and Long Range Finder Systems (LRFS).

Zen Technologies USA, Inc

Zen Technologies USA is a wholly-owned subsidiary of the Company in USA, incorporated on March 9, 2018. It operates within the simulator industry, which complements the parent Company's core competencies. Zen Technologies USA is primarily dedicated to offering combat training products to defense and security customers worldwide.

Zen Defence Technologies L.L.C, UAE (ZDT)

ZDT is a wholly-owned subsidiary in UAE, incorporated on November 15, 2022. ZDT is dedicated to the import and export of training equipment and simulators, as well as engaging in trading, development, and maintenance of defense and surveillance systems on a global scale. ZDT is yet to commence the operations.

CONSOLIDATED FINANCIAL STATEMENTS (CFS)

During the year, the Board of Directors reviewed the affairs of its subsidiaries. Your Company has prepared its consolidated financial statements in accordance with the requirements of Ind AS-27 issued by the Institute of Chartered Accountants of India (ICAI) and as per the provisions of Section 129(3) of the Companies Act, 2013. The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the financial statements of the Company, including the consolidated financial statements, and allother documents required to be attached to this report are available for inspection by the members at the registered office of the Company during the business hours on all days, except Saturdays, Sundays and public holidays, up to the date of the Annual General Meeting ('AGM'). Any member desirous of obtaining a copy of the said financial statements may write a mail to the Company Secretary of the Company. The above- mentioned documents have also been uploaded on the website of the Company (https://www.zentechnologies.com/annual- reports).

ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is made available on the Company's website at https://www.zentechnologies.com/annual- returns

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) for the year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 ("the Listing Regulations") forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business and Responsibility Sustainability Report (BRSR) as stipulated under Regulation 34(2)(f) of the Listing Regulations is applicable to your Company for FY 2023-24 and the same is provided as separate section to this Annual Report which indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct' This would enable the members to have an insight into environmental, social and governance initiatives of the Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as required under the Listing Regulations is provided as separate section to this Annual Report.

OUTLOOK AND FUTURE PLANS

"Management Discussion and Analysis" contains a section on the Company's outlook and future plans and members may please refer the same on this.

DIRECTORS

The Board of Directors of the Company has an optimum combination of Executive (4), Non-Executive and Independent Directors (4) including one woman Independent Director

Independent and Non-Executive Directors

As prescribed under Listing Regulations and pursuant to Section 149(6) of the Act, the Non-Executive and Independent

Directors (as on the date of signing this report) of the Company are Dr Ravindra Kumar Tyagi, Dr Ajay Kumar Singh, Ms. Sirisha Chintapalli and Mr Sanjay Vijay Singh Jesrani.

All the above mentioned directors were appointed as Independent Directors by the shareholders in their respective meetings.

Executive Directors

The following are the Whole-Time Directors of the Company.

Mr Ashok Atluri, Chairman and Managing Director, Mr Kishore Dutt Atluri, President and Joint Managing Director, Mr. M. Ravi Kumar, Whole-Time Director and Mrs. Shilpa Choudari, Whole-Time Director.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review,

a) Mr Ashok Atluri has been re-appointed as Chairman and Managing Director for a period of 3 years with effect from May 1, 2023.

b) Mr Kishore Dutt Atluri has been re-appointed as President and Joint Managing Director for a period of 3 years with effect from May 1, 2023.

c) Mr M. Raghavendra Prasad has been appointed as Company Secretary and Compliance Officer of the Company with effect from May 6, 2023.

d) Ms. Sirisha Chintapalli has been re-appointed as the Non-Executive and Independent Director of the Company for the second consecutive term of 3 years, with effect from August 8, 2023.

e) Mrs. Shilpa Choudari has been re-appointed as the Whole-Time Director for a period of 3 years with effect from November 1, 2023.

f) Mr Sanjay Vijay Singh Jesrani has been appointed as the Non-Executive and Independent Director of the Company for a period of 3 years, with effect from January 27, 2024.

g) Mr Amreek Singh Sandhu has retired for office of Directorship w.e.f. February 3, 2024.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of the Act, Mr Kishore Dutt Atluri retires at the AGM and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability state and confirm that:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company's state of affairs as on March 31, 2024, and of the Company's profit or loss for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATIONS OF INDEPENDENT DIRECTORS

All independent directors of the Company have given declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Act. The Company also received a declaration of compliance of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors and Key Managerial Personnel. This Policy covers the remuneration and other terms of employment for the Company's Executive Team. The remuneration policy for members of the Board and for management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company. The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is made available on https://www.zentechnologies.com/policies-and- code-of-conduct

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

The Nomination and Remuneration committee (NRC) shall assess the independence of directors at the time of appointment, re-appointment and the Board shall assess the same annually based on the criteria provided by NRC. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by a Director

The criteria of independence is as prescribed in the Act and the Listing Regulations and the independent directors shall abide by the Code specified for them in Schedule IV of the Act.

NUMBER OF MEETINGS OF THE BOARD

During the financial year, five (5) meetings of the Board of Directors were held on May 6, August 5, October 28, 2023, January 27, 2024 and February 24, 2024, in compliance with provisions of the Act read with rules made thereunder, Secretarial Standards and the Listing Regulations.

COMMITTEES OF THE BOARD

Currently the Board has 6 (six) committees: Audit, Nomination and Remuneration, Corporate Social Responsibility, Stakeholders' Relationship, Risk Management, Borrowing and Investment & Finance Committee.

A detailed note on the Board and its mandatory Committees is provided in the Corporate Governance Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, are enclosed as "Annexure-3" to this report.

The policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit committee and the Board of Directors was placed on the website of the Company at https://www.zentechnologies. com/policies-and-code-of-conduct

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are provided in "Annexure-4" to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, guarantees provided and investments made, if any during the Financial Year ended on March 31, 2024, are enclosed as "Annexure-5" to this Report in compliance with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014. The particulars of aggregate loans, guarantees and investments under Section 186 of the Act are disclosed in the notes to Financial Statements, which may be read as part of this Report.

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Audit committee and the Board on periodical basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations and the same is also made available on the Company website of the Company at: https://www. zentechnologies.com/policies-and-code-of-conduct

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on CSR activities, in terms of Section 135 of the Act, and the details about the policy developed and implemented by the Company on CSR initiatives taken during the year are enclosed as "Annexure-6" to this report. A detailed policy on CSR is placed on the Company's website under the web link: https:// www.zentechnologies.com/policies-and-code-of-conduct

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out annual performance evaluation of its own, the individual directors as well as the mandatory committees of the Board. A structured set of criteria was adopted after taking into consideration the inputs received from the directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Evaluation of the Board members is conducted on an annual basis by the Board, Nomination and Remuneration committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual directors.

The Nomination and Remuneration committee had specified criteria for performance evaluation of Directors, Committees and Board as a whole and recommended the same to the Board for evaluation.

CRITERIA FOR PERFORMANCE EVALUATION

a. Ability of the candidate to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board's discussions in relation to the Company's strategy, performance, and risk management.

d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.

e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board and accountability under the Director's Responsibility Statement.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization/Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company's Website.

The details of training and familiarization program are available on the website at https://www.zentechnologies.com/investor- information

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, AiTuring Technologies Private Limited became a subsidiary of the Company and no subsidiary Company ceased to be the subsidiary of the Company during the said period.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors 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 your Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in Section 143 of Companies Act, 2013) for the financial year ended March 31, 2024, which forms part to the Statutory Auditors' Report.

VIGIL MECHANISM

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Company's website at: https://www.zentechnologies.com/ policies-and-code-of-conduct.

FRAUD REPORTING

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexualharassment at the workplace has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder are as follows:

No. of Complaints Received: Nil

No. of Complaints disposed off: N.A.

Further, during the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to maintain the highest ethical standards while dealing in the Company's securities.

The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our website: https://www.zentechnologies.com/policies-and-code-of-conduct

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, pursuant to the provisions of Section 124(5) of the Act (Section 205A of the Companies Act, 1956), an amount of Rs.1,08,595.00/- relating to FY 2015-16, which remained unclaimed for a period of 7 years was transferred to the Investor Education and Protection Fund by the Company in November 2023.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

During the year under review, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more (relevant shares) up to and including the financial year 2015-16 were transferred by the Company in the name of IEPF from time to time and the statement containing such details as prescribed is placed on the Company's website at https://www. zentechnologies.com/unpaid-unclaimed-dividend

STATUTORY AUDITORS & AUDITORS' REPORT

The Members of the Companyt at their meeting held on September 21, 2019, approved the appointment of M/s. Ramasamy Koteswara Rao and Co LLP, Chartered Accountants (Firm Registration No. 010396S/S200084) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 26^th AGM till the conclusion of the 31^st AGM.

The Auditors' Report on the financial statements of the Company does not contain any qualifications, reservations, or adverse remarks or disclaimer and the Notes on the financial statements referred to therein are self-explanatory, thereby not requiring any further comments on the same.

As the term of the existing statutory auditors (M/s. Ramasamy Koteswara Rao and Co LLP,) will expire at the conclusion of 31^st AGM of the Company. Hence, the Board of Directors at its meeting held July 28, 2024, based on the recommendations of Audit committee re-appointed M/s. Ramasamy Koteswara Rao and Co LLP Chartered Accountants (ICAI Firm Registration No. 010396S/ S200084) for second term of 5 (five) years from the conclusion of 31^st AGM till the conclusion of the 36^th AGM to be held in the calendar year 2029 at such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the statutory auditors from time to time, subject to the approval of shareholders at the 31^st AGM.

MAINTENANCE OF COST RECORDS

During the year under review, Section 148(1) of the Act is applicable to your Company and accordingly such accounts and records are made and maintained by the Company as specified in the Act.

COST AUDIT

The Board of directors, based on the recommendations of the audit committee, appointed M/s. M P R & Associates, Cost Accountants, Hyderabad, as Cost Auditors for conducting the audit of cost records of the Company for FY 2023-24. The same was ratified by the members at the 30^th AGM held on September 16, 2023.

Further, the Board of Directors based on the recommendations of the audit committee, appointed M/s. M P R & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for FY 2024-25, subject to ratification of remuneration payable to them for the financial year 2024-25 by the members at the ensuing AGM.

SECRETARIAL AUDITORS AND AUDIT REPORT

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report for the financial year ended March 31, 2024, issued by Mr D. S. Rao (ACS no. 12394/CP no. 14487), Practicing Company Secretary, is enclosed as "Annexure-7" to this Report and it does not contain any reservation, qualification or adverse remarks.

Further, the Board has appointed Mr P S. Rao (FCS no. 10322/ CP no. 3829), Managing Partner of M/s P S. Rao & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct secretarial audit pursuant to the recommendations of the Audit committee for the FY 2024-25.

Furthermore, the Secretarial Audit report of Unistring Tech Solutions Private Limited (UTS), a material subsidiary of the Company, is also available on the Company's website at https:// www.zentechnologies.com/subsidiary-Company-accounts

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees of the Company is enclosed as "Annexure-8" to this Report.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial during the year under review, and your directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels, contributing to the successful operations of the Company.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 31^st Annual General Meeting of the Company including the Annual Report for FY 2023-24 are being sent to all members whose e-mail addresses are registered with the Company/ Depository Participant(s).

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings (i.e., SS-1), General Meetings (i.e., SS-2) and on Dividend (i.e., SS-3).

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

3. No material changes and commitments in the business operations of the Company from the financial year ended March 31, 2024, to the date of the signing of the Directors' Report.

4. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries; and

5. There is no change in the nature of the business of the Company.

6. No application was made, nor is any proceeding pending, under the Insolvency and Bankruptcy Code, 2016;

7. The Company hasn't opted for one time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENTS

Your directors thank various departments of Central and State Government, Organizations and Agencies for the continued help and co-operation extended by them to your Company. Your directors also gratefully acknowledge all stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers, financial institutions, banks, other intermediaries and business partners for the excellent support received from them during the year.