We have audited the accompanying standalone financial
statements of ZEN TECHNOLOGIES LIMITED (the "Company"),
which comprise the Standalone Balance Sheet as at 31 March
2026, the Standalone Statement of Profit and Loss (including
Other Comprehensive Income), Standalone Statement of Cash
flows and the Standalone Statement of Changes in Equity for
the year then ended, and Notes to the Standalone Financial
Statements, including a summary of material accounting
policies and other explanatory information (hereinafter referred
to as the "Standalone Financial Statements").
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013, as amended (the 'Act") in the manner
so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the
state of affairs of the Company as at 31 March 2026, its profit
including total other comprehensive income, its cashflows and
changes in equity for the year ended on that date.
BASIS FOR OPINION
We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of
the Act. Our responsibilities under those SAs are further
described in the "Auditor's Responsibilities for the Audit of the
Standalone Financial Statements" section of our report. We are
independent of the Company in accordance with the 'Code of
Ethics' issued by the Institute of Chartered Accountants of India
("ICAI") together with the ethical requirements that are relevant
to our audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI's Code of Ethics. We
believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how
our audit addressed the matter is provided in that context.
We have determined the matters described below to be
the key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor's
responsibilities for the audit of the standalone financial
statements section of our report, including in relation to these
matters.
Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the standalone financial
statements. The results of our audit procedures, including
the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
standalone financial statements.
|
Key Audit Matters
|
How our audit addressed the key audit matter
|
|
Revenue from operations (As described in Note 26 & 42 of the standalone financial statements)
|
|
During the year, the Company's revenue from
|
Our audit procedures included but were not limited to, the following:
|
|
operations decreased by 54.47%. Revenue
is recognized when control of the underlying
products has been transferred and the
performance obligations have been satisfied.
|
a)
|
We have evaluated the appropriateness of the Company's accounting
policies for revenue recognition and assessed compliance with relevant
accounting standards.
|
|
The terms of sales arrangements create complexity
and require significant judgments relating to
identification of distinct performance obligations,
|
b)
|
We have reviewed the terms of significant sales arrangements to
understand the timing of transfer of control, distinct performance
obligations in these contracts and delivery specifications.
|
|
determination of transaction price of identified
performance obligation, the appropriateness
of revenue recognition on satisfaction of the
performance obligations.
|
c)
|
We have assessed the design and operating effectiveness of key
controls over revenue recognition processes, including controls over
the timing of transfer of control and the satisfaction of performance
obligations.
|
|
Due to the judgment involved in determining
whether transfer of control of goods or services
have occurred for the revenue recognized, this
matter is considered as Key Audit Matter
|
d)
|
We have performed substantive testing on a sample of revenue
transactions by inspecting supporting documentation, such as
contracts, invoices, and delivery notes, to verify the timing of revenue
recognition.
|
| |
e)
|
We have tested on sample basis whether revenue transactions near to
the reporting date have been recognised in the appropriate period
by comparing the transactions selected with relevant underlying
documentation as per the terms of delivery specified in the contract.
|
|
Key Audit Matters
|
How our audit addressed the key audit matter
|
| |
f)
|
We have reviewed management's judgments and estimates in
determining the transfer of control of goods or services for the
satisfaction of performance obligations, including any contractual terms
that could impact the timing of revenue recognition.
|
| |
g)
|
We have tested on a sample basis Managements working for
recognition and measurement of performance obligations and related
variable considerations.
|
| |
h)
|
We have evaluated the adequacy of disclosures provided under the
revenue standard and assessed the completeness and mathematical
accuracy to ensure they provide relevant information about the
Company's revenue recognition policies and judgments.
|
|
Assessment of warranty provision (As described in
|
Note 34 of the standalone financial statements)
|
|
The Company provides warranties in terms
of which it is obligated to provide repairs/
replacements of the products or components
over the contractual warranty period where
they have failed to perform as per the technical
specifications. These assurance-type warranties
are accounted for under Ind AS 37 Provisions,
Contingent Liabilities and Contingent Assets.
The company's management makes warranty
estimation which are based on historical
information on the nature, frequency and average
cost of warranty claims and also management
estimates regarding possible future outflow on
servicing the customers for any corrective action
in respect of product failure.
|
Our audit procedures included but were not limited to, the following:
a) Evaluated any changes made to the provision policy and computation
model.
b) Assessed and challenged the assumptions and recomputed the
inputs used in warranty provision computation considering business
environment in which the company operates.
c) Obtained understanding of the contract terms and possible future
outflows to evaluate the adequacy of the provision estimated by the
management.
d) Evaluated the method used by management in making the accounting
estimates by verifying source data for various input factors such as
historical trend, average historical failure rate, estimation of expected
pattern of future claims and estimated replacement cost.
|
|
Owing to past trend of reversal of excess
provision resulting from high estimation
uncertainty that requires significant management
and auditor judgment, this matter is considered to
be a key audit matter for the current year audit.
|
e)
f)
|
Verified the computation of provision for warranty costs including
testing of completeness, arithmetical accuracy and validity of the data
used in the warranty calculations.
Evaluated the adequacy of disclosures relating to the estimation of
Product warranty provisions.
|
|
Assessment of impairment of investments in and unsecured loans given to subsidiaries and associates
(As described in Note 5 and 6 of the standalone financial statements)
|
|
The carrying value of investments in and
unsecured loans given to subsidiaries and
associates is T29,192.94 Lakhs.
During the year ended March 31,2026, the
Company has recognised an impairment
allowance of T37.70 Lakhs in respect of
investments given to Zen Medical Technologies
Private Limited, as described in Note 34 to the
standalone financial statements.
The Company performs annual assessment to
identify any indicators of impairment. Based
on internal and external factors considered,
where such evidence exists, impairment loss is
determined and recognised in accordance with
|
Our audit procedures included but were not limited to, the following:
a) Evaluated the design, tested the implementation and operating
effectiveness of the internal controls over impairment assessment
process, including those over the forecasts and the selection of the
appropriate discount rate
b) Evaluated the impairment indicator assessment performed by the
Company considering quantitative and qualitative factors
c) Performed sensitivity analysis around these key estimates to ascertain
the extent of change in those assumptions that either individually or
collectively would be required for the investments and loans tested
were to be impaired
d) Tested the mathematical accuracy of the model to conclude that the
model is accurately calculating the value in use
|
|
Ind AS 36.
|
e)
|
Evaluated the adequacy of disclosures made in the Standalone Financial
Statements.
|
|
Key Audit Matters How our audit addressed the key audit matter
The Company's evaluation of impairment of
its investments involves comparison of their
recoverable value to their corresponding carrying
values. The Company used the discounted cash
flow model to estimate recoverable values,
which requires management to make estimates
and assumptions related to forecasts of future
Revenues, operating margins, and discount rates.
Changes in these assumptions could have a
significant impact on either the recoverable value,
the amount of any impairment charge, or both.
We have considered this as a Key Audit Matter
due to the materiality of the investment and loans,
and because the Company's assessment of the
recoverable values involves judgements around
the future results of the business and the discount
rates applied to future cash flow forecasts.
|
OTHER INFORMATION
The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the annual report, but
does not include the financial statements and auditor's reports
thereon. The annual report is expected to be made available to
us after the date of this auditor's report.
Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements
or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance and take
necessary actions, as applicable under the relevant laws and
regulations.
RESPONSIBILITIES OF MANAGEMENT AND
THOSE CHARGED WITH GOVERNANCE FOR
THE STANDALONE FINANCIAL STATEMENTS
The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation and presentation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance including other comprehensive
income, cash flows and changes in equity of the Company in
accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards (Ind AS)
specified under section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, Board of
Directors is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.
Those charged with governance are also responsible for
overseeing the Company's financial reporting process of the
company.
AUDITOR'S RESPONSIBILITIES FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of
these standalone financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section l43(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by the management.
• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's
report to the related disclosures in the standalone
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause
the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
for the financial year ended 31 March 2026 and are therefore
the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.
OTHER MATTER
We did not audit the financial statements and other financial
information of a branch included in the accompanying
standalone financial statements of the Company whose
financial statements reflect company's share of total assets of
Nil as at March 31,2026, Company's share of total revenue of
Nil, Company's share of total net profit after tax/(loss) of T26.03
Lakhs and Company's share of total comprehensive income/
(loss) of T36.35 Lakhs for the year ended on that date, as
considered in the standalone financial statements. This financial
information have been audited by other auditors whose reports
have been furnished to us by the Management and our opinion
on the standalone financial statements, in so far as it relates to
the amounts and disclosures included in respect of branch is
based solely on the reports of the other auditors.
Two branches are located outside India whose financial
statements and other financial information have been prepared
in accordance with accounting principles generally accepted
in their respective countries and one of which has been audited
by other auditor under generally accepted auditing standards
applicable in their respective countries. The Company's
management has converted the financial statements of such
branches located outside India from accounting principles
generally accepted in their respective country to accounting
principles generally accepted in India. We have audited these
conversion adjustments made by the Company's management.
Our opinion in so far as it relates to the balances and affairs of
such branches located outside India is based on the report of
other auditors and the conversion adjustments prepared by the
management of the Company and audited by us.
Our opinion above on the standalone financial statements, and
our report on Other Legal and Regulatory Requirements below,
is not modified in respect of the above matters with respect to
our reliance on the work done and the reports of other auditors.
Our opinion is not modified in respect of these matters.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.
c) The report on the accounts of the branch office of
the Company audited under Section 143(8) of the
Act by branch auditor have been sent to us and
have been properly dealt with by us in preparing
this report.
d) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, Statement of Cashflows and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account.
e) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act,
read with Companies (Indian Accounting Standards)
Rules, 2015, as amended.
f) On the basis of the written representations received
from the directors as on 01 May 2026 taken on
record by the Board of Directors, none of the
directors is disqualified as on 31 March 2026 from
being appointed as a director in terms of Section
164(2) of the Act.
g) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure B" to this report.
h) With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information
and explanations given to us, the managerial
remuneration for the year ended 31 March 2026 has
been paid/provided by the Company to its directors
is in accordance with the provisions of section 197
read with Schedule V to the Act.
i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given
to us:
i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements - Refer Note
39 to the standalone financial statements;
ii. The Company did not have any long-term
contracts including derivatives contracts for
which there were any material foreseeable
losses;
iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Company.
iv. (a) The Management has represented that,
to the best of its knowledge and belief,
other than as disclosed in Note-51 to
the standalone financial statements,
no funds (which are material either
individually or in the aggregate) have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.
(b) The Management has represented that,
to the best of its knowledge and belief,
other than as disclosed in Note-51 to
the standalone financial statements,
no funds (which are material either
individually or in the aggregate) have
been received by the Company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether , directly or indirectly,
lend or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
(c) Based on such audit procedures that
were considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (a) and (b) contain any
material misstatement.
v. The final dividend paid by the Company during
the year in respect of the same declared for the
previous year is in accordance with section 123
of the Act to the extent it applies to payment of
dividend.
As stated in Note 48 to the standalone
financial statements, Board of Directors of the
Company have proposed final dividend for
the year which is subject to the approval of
the members at the ensuing Annual General
Meeting. The dividend proposed is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend.
vi. Based on our examination, which included test
checks, the Company has used accounting
software's for maintaining its books of account
for the financial year ended March 31,2026,
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software. During the course
of performing our procedures, we did not
notice any instance of the audit trail feature
being tampered with. Further, the audit trail, to
the extent maintained in the prior year, has been preserved by the Company as per the statutory requirements for
record retention.
2. As required by the Companies (Auditor's Report) Order, 2020 (the "Order") issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
For RAMASAMY KOTESWARA RAO AND CO LLP
Chartered Accountants
ICAI Firm Registration No.: 010396S/S200084
Murali Krishna Reddy Telluri
Partner
Place: Hyderabad Membership No.: 223022
Date: 01 May 2026 UDIN: 26223022DIHDUR7117
| 