The Board of Directors presents the Company's Thirty Third Annual Report and the Company's Audited Financial Statements
(Standalone and Consolidated) for the financial year ended March 31,2026.

FINANCIAL HIGHLIGHTS:

The financial highlights of the Company are as follows:

(T in Lakhs)

The Company's operations have been further discussed in
detail in the Management Discussion and Analysis Report.

HIGHLIGHTS OF PERFORMANCE:

During the financial year 2025-26, on a standalone basis, your
company has recorded revenue from operations of T 42,376.70
Lakhs as against T 93,066.72 Lakhs during the financial year

2024- 25. Profit after tax for the financial year 2025-26 stood
at T 14,585.27 Lakhs as against T 26,295.07 Lakhs during the
financial year 2024-25.

During the financial year 2025-26, on a consolidated basis,
your company has recorded revenue from operations of
T 68,769.00 Lakhs as against T 97,364.16 Lakhs during the
financial year 2024-25. Profit after tax for the financial year

2025- 26 stood at T 21,792.52 Lakhs as against T 29,933.46
Lakhs during the financial year 2024-25.

DIVIDEND:

In view of the overall performance of the Comapny, while
retaining capital to support future growth and in line with the
Dividend Distribution Policy, the Board at its meeting held on
May 01,2026, recommended a final dividend of T 1 per equity
share of T 1 each fully paid (i.e., 100% of the face value), subject
to the approval of members at the ensuing 33^rd Annual General

Meeting (the "AGM"). The dividend, if approved at the AGM
will be paid to those members whose names appear on the
register of members of the Company as of end of the day on
August 21,2026 ("Record Date"). The total dividend payout
will be approximately T 902.90 Lakhs (including tax). In terms
of the provisions of the Income Tax Act, 1961, dividend income
is taxable in the hands of the members, and therefore will be
subject to deduction of applicable tax.

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
the Dividend Distribution Policy, is available on the Company's
website athttps://www.zentechnologies.com/investor_
relations/zen-dividend-distribution-policy.pdf.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserve during
the year under review.

SHARE CAPITAL:

The Authorized Share Capital of the Company is T 2,000 Lakhs
divided into 20,00,00,000 equity shares of T 1 each. During the
year under review, there has been no change in the Authorized
Share Capital.

The Issued, Subscribed and Paid-up Equity Share Capital as on
March 31,2026 was T 902.90 Lakhs. There was no change in
the Share Capital during the year under review.

EMPLOYEE STOCK OPTION (ESOP) SCHEME:

The Company has implemented "Zen Technologies Limited
Employee Stock Option Plan-2021" ("ESOP-2021 Scheme")
and the Company has made grants under ESOP-2021 Scheme
to the eligible employees of the Company. The Nomination
and Remuneration Committee of the Board of Directors of
the Company, inter alia, administers and monitors the ESOP-
2021 Scheme. There has not been any material change in the
ESOP-2021 Scheme during the financial year under review. The
ESOP-2021 Scheme and its implementation is in line with the
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB &
SE) Regulations") as amended thereof.

The ESOP - 2021 Scheme is compliant with Section 62 of the
Companies Act, 2013 and the SEBI (SBEB & SE) Regulations.

The disclosures pursuant to SEBI (SBEB & SE) Regulations have
been provided in Annexure I to this Report

In compliance with the requirements of the SEBI (SBEB &
SE) Regulations, a Certificate from the Secretarial Auditors is
obtained, confirming that the Schemes have been implemented
in accordance with the SEBI (SBEB & SE) Regulations and
Shareholders resolution and is uploaded on the website of
the Company athttps://www.zentechnologies.com/page/
annexures-for-the-annual-report.

The Certificate will also be available for electronic inspection by
the members during the AGM of the Company.

DEPOSITS FROM PUBLIC:

During the year under review, the Company did not accept any
deposits from the public within the ambit of Section 73 of the
Companies Act, 2013, and the Companies (Acceptance of
Deposits) Rules, 2014 (including any statutory modification/s
or re-enactment/s thereof) for the time being in force.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Details of subsidiary and associate companies as on March 31,2026 are tabulated below:

Further, during the year under review, Aituring Technologies
Private Limited ceased to be a subsidiary of the Company and
became an associate Company. The Company does not have
any joint venture company within the meaning of Section 2(6)
of the Companies Act, 2013.

The Company has formulated a Policy for determining Material
Subsidiaries. The Policy is available on the Company's website
and can be accessed at Company's websitehttps://www.
zentechnologies.com/policies-and-code-of-conduct.

CONSOLIDATED FINANCIAL STATEMENTS:

In line with the provisions of Section 129(3) of the Companies
Act, 2013, a statement containing the salient features of
the financial statements of the Company's subsidiaries and
associates in Form AOC-1 have been provided in Annexure II
to this Report. This form highlights the financial performance of
each subsidiary and associate Company and their contribution
to the Company's overall performance as required by Rule 8(1)
of the Companies (Accounts) Rules, 2014.

Further, pursuant to the provisions of Section 136 of the
Companies Act, 2013, 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.

Brief details of the performance of the subsidiaries of the
Company are given below:

Unistring Tech Solutions Private Limited

Unistring Tech Solutions Private Limited (UTS) is a material
subsidiary of the Company and is engaged in the business of
design and development of various products in Electronic
Warfare (EW), Communication and RADAR applications. UTS
offers services to Government 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.

During the year under review, UTS's revenue from operations
was T 21,140.35 Lakhs for the year ended March 31,2026, and
Profit after tax was T 5,601.45 Lakhs.

Applied Research International Private Limited

Applied Research International Private Limited (ARIPL) is a
material subsidiary of the Company and is engaged in the
business of (i) providing simulation and assessment tools for
the marine, offshore, naval, ports & terminals, construction and
mining industries; (ii) providing services relating to maintenance,
certification, assessment solutions with respect to (i) above; (iii)
fleetview monitoring of ships; and (iv) maintenance and module
development for e-governance of DG Shipping of India.

During the year under review, ARIPL's revenue from operations
was T 13,116.45 Lakhs for the year ended March 31,2026, and
Profit after tax was T 3,968.17 Lakhs.

ARI Labs Private Limited

ARI Labs Private Limited (ALPL) is a wholly owned subsidiary
of the Company and is engaged in the business of providing
simulation and assessment tools for the marine and
naval industries.

During the year under review, ALPL's revenue from operations
was T 6.11 Lakhs for the year ended March 31,2026, and Loss
for the year was T 0.40 Lakhs.

Vector Technics Private Limited

Vector Technics Private Limited (Vector), is a subsidiary of the
Company and engaged in the business of providing propulsion
and power distribution solutions for drones and UAVs. Its
current product portfolio includes BLDC motors, electronic
speed controllers (ESCs), propellers, and starter generators—
key components used in drones, UAVs, and robotic systems.

During the year under review, Vector's revenue from operations
was T 924.36 Lakhs for the year ended March 31,2026, and
Loss for the year was T 491.96 Lakhs.

Zen Technologies Inc, USA

Zen Technologies Inc, USA is a wholly-owned subsidiary of
the Company and is engaged in the business of simulator
industry, which complements the parent Company's core
competencies. Zen Technologies Inc. is primarily dedicated
to offering combat training products to defense and security
customers worldwide. It incurred a net loss of USD 6.39 Lakhs
for the year ended March 31,2026.

Zen Medical Technologies Private Limited

Zen Medical Technologies Private Limited (ZMTPL) is a wholly-
owned subsidiary of the Company in India. Zen Medical
is primarily involved in the field of medical and hospital
equipment. It incurred a net loss of T 2.19 Lakhs for the year
ended March 31,2026.

Zen Defence Technologies L.L.C,

Zen Defence Technologies L.L.C, UAE (ZDT) is a wholly-owned
subsidiary in Abu Dhabi and is engaged in the business of
import and export of training equipment and simulators, as well
as in trading, development, and maintenance of defense and
surveillance systems on a global scale. It incurred a net loss of
AED 0.17 Lakhs for the year ended March 31,2026.

PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES GIVEN
OR SECURITY PROVIDED:

The Company has disclosed the full particulars of the loans
given, Investments made, Guarantees given or Securities
provided as covered under the provisions of Section 186 of the
Companies Act, 2013 in the notes to the Financial Statements
forming a part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:Appointments:

Based on the recommendation of the Nomination and
Remuneration Committee, the Board has considered and
approved the following:

a) re-appointment of Mr. Ashok Atluri (DIN: 00056050) as
a Chairman and Managing Director of the Company, for
a period of 3 (three) consecutive years, with effect from
May 01,2026, liable to retire by rotation.

b) re-appointment of Mr. Kishore Dutt Atluri (DIN:
09691242) as a President and Joint Managing Director of
the Company, for a period of 3 (three) consecutive years,
with effect from May 01,2026, liable to retire by rotation.

In this regard, the Board approved the Notice of Postal
Ballot dated January 31, 2026, seeking the approval of the
Members of the Company, by way of special resolutions, for
the aforesaid appointments.

The special resolutions set out in the Notice of Postal Ballot
were duly approved by the Members of the Company with the
requisite majority on April 24, 2026.

Retirement And Resignation:

Mr. Ravi Kumar Midathala (DIN: 00089921), Whole Time
Director of the Company, has completed his tenure of
directorship on June 28, 2025 and consequently he ceased to
be a Director of the Company w.e.f. June 29, 2025.

Mr. Ajay Kumar Singh (DIN: 08532830), Non-Executive
Independent Director of the Company has completed his
second term on November 01, 2025 and consequently he
ceased to be an Independent Director of the Company w.e.f.
November 02, 2025.

The Board of Directors and the Management of the Company
placed on record their appreciation for the valuable
contributions and guidance provided during their association
with the Company.

Retirement By Rotation:

Mr. Ashok Atluri (DIN: 00056050), Chairman and Managing
Director, is liable to retire by rotation at the forthcoming 33^rd
AGM and being eligible, seeks re-appointment. For reference
of members, a brief profile of Mr. Ashok Atluri is given in the
Notice convening the 33^rd AGM.

The Boards of Directors recommends his re-appointment at
Item No. 4 of the Notice Calling 33^rd Annual General Meeting
for consideration of the Shareholders.

The brief resume and other details relating to Mr. Ashok
Atluri who is proposed to be re-appointed, as required to be
disclosed under Regulation 36(3) of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, is
incorporated in the annexure to the Notice calling 33^rd Annual
General Meeting.

Changes In Key Managerial Personnel (KMP):

During the year under review,the following directors/executives
served as Key Managerial Personnel of the Company:

1. Mr. Ashok Atluri, Chairman and Managing Director

2. Mr. Kishore Dutt Atluri, President and Joint Managing
Director

3. Mr. Ravi Kumar Midathala, Whole-Time Director
(upto June 28, 2025)

4. Mrs. Shilpa Choudari, Whole-Time Director

5. Mr. Afzal Harunbhai Malkani, Chief Financial Officer,
(upto November 30, 2025)

6. Mr. Hari Haran Chalat, Chief Financial Officer,
(w.e.f January 31,2026)

7. Mr. Sourav Dhar, Company Secretary & Compliane Officer

BOARD MEETINGS:

The Board and Committee meetings are pre-scheduled
and a tentative calendar of the meetings shall be finalised in
consultation with the Directors to facilitate them to plan their
schedule. However, in case of urgent business needs, approval
is taken by passing resolutions through circulation. During
the year under review, 6 (six) board meetings were held. The
details of the meetings including the composition of various
committees are provided in the Corporate Governance Report,
which forms part of this Report.

DECLARATION OF INDEPENDENCE:

In line with Section 149(7) of the Companies Act, 2013, each
independent director has confirmed to the Company that he
or she meets the criteria of independence laid down in Section
149(6) of the Companies Act, 2013, and complies with Rule
6(3) of the Companies (Appointment and Qualifications
of Directors) Rules, 2014 and Regulation 16(1 )(b) of the
SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors
of the Company. Furthermore, they have affirmed compliance
with the code of conduct for independent directors as
prescribed in Schedule IV of the Companies Act, 2013. The
Board has taken on record the declarations and confirmations
submitted by the Independent Directors after undertaking
due assessment of the veracity of the same.

OPINION OF THE BOARD:

The Board opines that all the Independent Directors of the
Company strictly adhere to corporate integrity, possesses
requisite expertise, experience and qualifications to discharge
the assigned duties and responsibilities as mandated by the
Companies Act, 2013, and SEBI Listing Regulations diligently.

BOARD EVALUATION:

Under the provisions of the Companies Act, 2013 and
SEBI Listing Regulations, the Company has carried out the
Board Evaluation process of the performance of the Board,
Board Committees, Directors including Executive Directors,
Independent Directors, and the Chairman. This exercise
was carried out following the Company's Nomination and
Remuneration Policy within the framework of applicable laws.

The questionnaire and the evaluation process were reviewed in
line with the SEBI guidance note and suitably aligned with the
requirements.

While evaluating the performance and effectiveness of the
Board, various aspects of the Board's functioning, such as
adequacy of the composition and quality of the Board, time
devoted by the Board to the Company's long-term strategic
issues, the quality and transparency of Board discussions, and
execution and performance of specific duties, obligations,
and governance were taken into consideration. Committee
performance was evaluated on their effectiveness in carrying
out respective mandates, composition, the effectiveness of the
committees, the structure of the committees and meetings of
the committee, and its contribution to decisions of the Board. A
separate exercise was carried out to evaluate the performance
of Executive Director including the Chairman of the Board and
Independent Directors, who were evaluated on parameters
such as level of engagement and contribution to Board
deliberations, independence of judgement, safeguarding the
interests of the Company, focus on the creation of shareholder's
value, ability to guide the Company in key matters, attendance
at meetings, etc. The Directors expressed their satisfaction with
the evaluation process.

NOMINATION AND REMUNERATION POLICY:

The Board, based on the recommendation of the Nomination
and Remuneration Committee, framed and adopted the
Nomination and Remuneration Policy for selection, appointment
and removal of Directors, Senior Management, Key Managerial
Personnel ("KMP") including their remuneration. The
Committee plays an important role in selection of Directors,
Senior Management and KMP inter-alia including determination
of qualifications, experience, expertise, and board diversity.

The Non-Executive Directors are remunerated by way of
sitting fees for attending Board and Committee meetings. The
remuneration to a Whole-time Director/Executive Directors
is broadly divided into fixed and variable components. The
remuneration payable to them is subject to approval of the
members of the Company.

For senior management, the remuneration is based on their
performance, Company's performance, individual targets
achieved, industry benchmark and compensation trends. Their
remuneration consists of monthly salary, bonus, perquisites, KPI
and other retirement benefits.

The Company's Nomination and Remuneration Policy is made
available athttps://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.

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held
on May 17, 2025 inter-alia, to discuss evaluation of the
performance of Non-Independent Directors, the Board as a

whole, evaluation of the performance of the Chairman, taking
into account the views of the Executive and Non- Executive
Directors and the evaluation of the quality, content and
timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively and
reasonably perform its duties.

The Independent Directors expressed satisfaction with the
overall performance of the Directors and the Board as a whole.

REGISTRATION OF INDEPENDENT DIRECTORS
IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been
registered and are members of Independent Directors
Databank maintained by the Indian Institute of Corporate
Affairs (IICA).

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, the
Board of Directors of the Company states that:

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b) the directors had selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit and loss of
the Company for that period;

c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of Companies Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a
going concern basis;

e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operative effectively; and

f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operative
effectively.

COMPLIANCE WITH THE CODE OF CONDUCT
FOR THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL:

All Directors and senior management personnel have affirmed
compliance with the Code of Conduct for the Board of
Directors and Senior Management Personnel. A declaration to
that effect is attached to the Corporate Governance report.

COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS:

In terms of Section 118(10) of the Companies Act, 2013,
the Company complies with Secretarial Standards 1 and 2,
relating to the 'Meetings of the Board of Directors' and 'General
Meetings', respectively as issued by the Institute of Company
Secretaries of India ("ICSI") and approved by the Central
Government.

COMMITTEES OF THE BOARD:

As on March 31,2026, the Board has the following Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) Borrowing Committee

vii) Investment and Finance Committee

The composition of the committees are as follows:

All the recommendations made by the Committees including the Audit Committee were accepted by the Board. A detailed update
on the statutory Committees, its composition, terms of reference, number of meetings held and attendance of the Members at each
meeting is provided in the Report on Corporate Governance.

DIRECTORS AND OFFICERS INSURANCE
('D & O INSURANCE'):

The Company has procured D & O liability insurance policy
that covers the members of the Board and Officers of the
Company for such quantum and risks as determined by its
Board of Directors.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

The Company has in place a robust process for approval of
Related Party Transactions ("RPTs") and dealing with Related
Parties. The Company demonstrates a structured approach
to manage RPTs. Transparency and oversight is ensured by
providing detailed justifications to the Audit Committee and
adhering to regulatory requirements (SEBI Master Circulars and
SEBI Listing Regulations).

All related-party transactions (RPT) entered during the financial
year were conducted in the ordinary course of business and on
an arms-length basis. The Company, during the year, has not
entered into any materially significant related-party transactions
with promoters, Directors, key managerial personnel, or
other persons that may have had a potential conflict with the
Company's interests. All related-party transactions are placed
before the Audit Committee for review and approval. Prior
omnibus approval is also obtained from the Audit Committee
for repetitive related-party transactions that can be foreseen.
The required disclosures are accordingly made to the Audit
Committee every quarter regarding their omnibus approval.

Under Regulations 23(5) of SEBI Listing Regulations, as
amended, approval of the Audit Committee is not applicable
for the RPTs entered into between a holding Company and its
wholly-owned subsidiary, and RPT entered into between two
wholly owned subsidiaries of the listed holding Company,
whose accounts are consolidated with such a holding
Company and placed before the shareholders at the general
meeting for approval. Since most Company transactions are
with its subsidiaries, omnibus approval of the Audit Committee
is obtained for such transactions and is reviewed quarterly as a
measure of good corporate governance.

The policy on the materiality of related-party transactions
and on dealing with related-party transactions is in line with
SEBI Listing Regulations, as amended, and is uploaded on the
website athttps://www.zentechnologies.com/policies-and-
code-of-conduct.

In accordance with Section 134(3)(h) of the Companies Act,
2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the
particulars of the contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013, in
Form AOC-2 is attached as Annexure III to this Report.
The Company has obtained approval of the Members for
continuing/undertaking RPTs which may exceed the materiality
threshold, and which are in the ordinary course of business
and on arms' length. Detailed disclosure on related party
transactions as per IND AS-24 containing name of the related
party and details of the transactions entered with such related
party have been provided under Notes to financial statements.
Disclosure on RPTs on half year basis are also submitted to the
stock exchanges i.e BSE Limited and National Stock Exchange
of India Limited.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest
standards of corporate governance and adhering to the
corporate governance requirements set out by the Securities
and Exchange Board of India (SEBI). The report on corporate
governance as stipulated under the SEBI Listing Regulations
forms an integral part of this report. The requisite certificate from
the secretarial auditor of the Company confirming compliance
with the conditions of corporate governance is attached to the
report on corporate governance.

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the
year under review, as stipulated under Regulation 34(2)(f) of
the SEBI Listing Regulations, is presented in a separate section,
forming part of the annual report.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details
as required under section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are
annexed herewith as Annexure IV to this report.

In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended thereof, a statement
showing the names and other particulars of the employees
drawing remuneration over the limits set out in the said

rules forms part of this report. Considering the first proviso
to Section 136(1) of the Companies Act, 2013, the annual
report excluding the aforesaid information is being sent to the
members of the Company. The said information is available
for inspection by the members at the registered office of
the Company or through electronic mode during business
hours on working days up to the date of the forthcoming 33^rd
AGM of the Company. Any member interested in obtaining
a copy thereof may write to the Company Secretary at
cosec@zentechnologies.com in this regard.

VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company believes in upholding professional integrity and
ethical behaviour in the conduct of its business. In terms of
Section 177(9) of the Companies Act, 2013 and Regulation 22
of SEBI Listing Regulations and to uphold and promote these
standards, the Company has a Whistle Blower Policy which
serves as a mechanism for its Director(s) and employee(s) to
report genuine concerns about unethical behaviour, actual
or suspected fraud or violation of the Code of Conduct
without fear of reprisal. The policy also provides employee(s)
access to the Chairman of the Audit Committee under certain
circumstances. The details of the procedures are also available
on the Company's website athttps://www.zentechnologies.
com/policies-and-code-of-conduct.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return as on March 31,2026
is made available on the Company's website athttps://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 SEBI
Listing Regulations forms part of this Annual 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, Risk Management Committee and the Board
on periodical basis.

The Company has adopted a Risk Management Policy in
accordance with the provisions of the Companies Act, 2013
and Regulation 21 of the SEBI Listing Regulations and the same
is also made available on the Company's website at:https://
www.zentechnologies.com/policies-and-code-of-conduct.

CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies
Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 ("CSR Rules"), as amended
from time to time, the Company has constituted the CSR
Committee of the Board which is chaired by an Independent
Director. The Company has formulated and adopted a CSR
policy which provides the focus areas (in accordance with

Schedule VII of the Companies Act, 2013) under which various
developmental initiatives are undertaken.

The Annual Report on CSR activities of the Company during
financial year ended March 31,2026, in accordance with the
CSR Rules, is attached as Annexure V to this report. Further
details on CSR activities also form part of this Annual Report.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Company has an ongoing familiarization programme for all
Independent Directors with regard to their roles, duties, rights,
responsibilities in the Company, nature of the industry in which
the Company operates, the business model of the Company,
etc. 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.

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

AUDITORS:Statutory Auditors:

M/s. Ramasamy Koteswara Rao and Co LLP, Chartered
Accountants (Registration No: 010396S/S200084), were re¬
appointed as Statutory Auditors of the Company at the Annual
General Meeting held on September 14, 2024, to hold office
for a second term of five consecutive years from the conclusion
of that AGM till the conclusion of the 36^th Annual General
Meeting of the Company to be held in the year 2029.

Cost Records and Auditors:

Pursuant to the provisions of Section 148(1) of the Companies
Act, 2013 read with Companies (Audit & Auditors') Rules, 2014
and the Companies (Cost Records and Audit) Amendments
Rules, 2014, the cost records maintained by the Company are
required to be audited.

The Board on the recommendation of the Audit Committee,
has appointed M/s. M P R & Associates, Cost Accountants
(Registration No: 000413) to audit the cost records of the
Company for the FY 2026-27 at a remuneration of ^ 1,50,000/-
(Rupees One Lakh Fifty Thousands only) plus applicable
taxes as well as reimbursement of reasonable out-of-pocket
expenses at actuals. M/s M P R & Associates have confirmed
that their appointment is in compliance with the provisions of
the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the
remuneration payable to the Cost Auditors is required to be
placed before the Members in a general meeting for ratification.
Accordingly, a resolution seeking Member's ratification for the
remuneration payable to M/s M P R & Associates Cost Auditors
is included in the Notice convening the AGM.

The Cost Audit Report for the FY 2024-25 was filed with the
Ministry of Corporate Affairs. The report was unmodified and

did not contain any qualification or reservation or adverse
remark or disclaimer. The Cost Audit Report for the FY 2025-26
will be filed before the due date.

Secretarial Auditors & Audit Report:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read
with Regulation 24A of SEBI Listing Regulations, as amended,
M/s. P S Rao & Associates, Practising Company Secretary,
(Registration No: P2001TL078000) a peer reviewed
firm, has been appointed to undertake the Secretarial
Audit of the Company for a term of five consecutive years
i.e. from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report issued by M/s. P S Rao & Associates
for the period under review in Form MR-3 is in Annexure VI to
this Report. There are no qualifications, reservations or adverse
remarks in the Secretarial Audit Report.

Secretarial audit of material unlisted subsidiary
company:

Mr. D S Rao, Practicing Company Secretary and Mrs.Sunita
Verma, Practising Company Secretary, have undertaken a
Secretarial Audit of the Company's material subsidiaries viz.
Unistring Tech Solutions Private Limited and Applied Reaserch
International Private Limited for the financial year 2025-26.

The Audit report confirms that the material subsidiaries have
complied with the provisions of the Companies Act, 2013,
Rules, Regulations and Guidelines and that there were no
deviations or non-compliance. As required under Regulation
24A of the SEBI Listing Regulations, the reports of the Secretarial
Audit are given as Annexure VIA and VIB to this report.

Annual secretarial compliance report:

The Annual Secretarial Compliance Report for the FY 2025-26
has been submitted to the Stock Exchanges within 60 days
from end of the Financial Year ended March 31,2026.

Reconciliation of Share Capital Audit:

As required by the SEBI Listing Regulations, a quarterly audit
of the Company's Share Capital is being carried out by an
Independent Practicing Company Secretary to reconcile the
total share capital, the total share capital admitted with NSDL,
CDSL and held in physical form, with the issued and listed
capital. The Practicing Company Secretary's certificate in
regard to the same is submitted to BSE Limited and National
Stock Exchange of India Limited and is also placed before the
Board of Directors.

Auditors' qualifications, reservations or adverse
remarks or disclaimers made:

There are no qualifications, reservations or adverse remarks
by the Statutory Auditors in their report or by the Practising
Company Secretary in the secretarial audit report. The
emphasis on the matter and the key audit matters paragraphs
are self explanatory and require no clarification.

Reporting of frauds:

There was no instance of fraud during the year under review,
which required the Auditors to report to the Audit Committee
and/or Board under Section 143(12) of the Companies Act,
2013 and the rules made there under.

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

Your Company has established a comprehensive internal
control framework and procedures to ensure the efficient
management of its business operations. Clearly defined roles
and responsibilities across management support a structured
governance framework.

The Audit Committee plays a key role in assessing the
effectiveness of the internal control framework and
recommending continuous improvements. The Company
benchmarks its internal processes against industry standards
and operates a robust Management Information System to
support informed decision-making. The Audit Committee
works closely with the statutory auditors, regularly reviews key
observations and reports significant findings to the Board of
Directors. Internal audits are conducted by an independent
firm of chartered accountants in accordance with an annual
audit plan approved by the Audit Committee.

The Company has identified key financial reporting risks and
implemented appropriate control mechanisms to mitigate
them. These controls are periodically reviewed and updated
to align with evolving business requirements, regulatory
developments and technology advancements. Pursuant to
Section 177 of the Companies Act, 2013 and Regulation 18 of
the SEBI (LODR) Regulations, 2015, the Audit Committee has
confirmed that, as of March 31,2026, the Company's internal
financial controls are adequate and operating effectively.

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

Information under clause (m) of sub-section (3) of Section 134
of the Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, is given in Annexure VII to this Report.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING
THE 'GOING CONCERN' STATUS AND THE
COMPANY'S OPERATIONS IN THE FUTURE:

No significant material orders passed by the regulators/courts/
tribunals would impact the Company's 'going-concern' status
and future operations. However, members' attention is drawn
to the statement on contingent liabilities and commitments in
the notes forming part of the financial statements.

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

Your Company has zero tolerance towards sexual harassment
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 Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Compliance
Committee (ICC) has been constituted in compliance with
the requirements of said Act to redress complaints received
regarding sexual harassment. All employees are covered
under this Policy.

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 provided in the Coporate Governance Report.

CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING:

The Company adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and
Immediate Relatives of Designated Persons pursuant the
Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. This Code of Conduct also
includes code of practices and procedures for fair disclosure
of unpublished price sensitive information and has been
made available on the Company's website athttps://www.
zentechnologies.com/policies-and-code-of-conduct.

The Company is maintaining Structured Digital Database
('SDD'), for monitoring the dealings in the securities of the
Company by the promoters, directors and designated persons
including immediate relative and also to keep record of the
persons with whom the unpublished price sensitive information
of the Company has been shared internally or externally until it
becomes public.

CHANGE IN THE NATURE OF BUSINESS, IF
ANY:

During the year under review, there was no change in the nature
of business of the Company.

MATERIAL CHANGES AND COMMITMENTS,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There are no material changes and commitments affecting
the financial position of the Company that have occurred
between the end of the financial year of the Company to which
the financial statements relate and the date of the Report i.e.
between March 31,2026 to May 01,2026.

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Section 124 of the Companies
Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended, declared dividends
which remained unpaid or unclaimed for a period of seven
years have been transferred by the Company to the IEPF, which
has been established by the Central Government.

During the year under review, pursuant to the provisions of
Section 124 (5) of the Companies Act, 2013, an amount of
^ 50,323 relating to FY 2017-18, which remained unclaimed
for a period of 7 years was transferred to the Investor Education
and Protection Fund by the Company in November, 2025.

Further, during the year under review, the Company transferred
6,458 equity shares to the Investor Education and Protection
Fund relating to the investors who have not claimed any
dividend from the last seven consecutive years.

The details of the investors whose dividend amount and
shares are transferred are available on the website of the
Company athttps://www.zentechnologies.com/unpaid-
unclaimed-dividend.

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 33^rd
Annual General Meeting of the Company including the
Annual Report for FY 2025-26 are being sent to all members
whose e-mail addresses are registered with the Company/
Depository Participant(s).

WEB-LINKS OF VARIOUS POLICIES

The web-links of various policies are provided herewith:

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any such valuation during the FY 2025-26.

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2025-26.

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 the stakeholders of the Company
viz. shareholders, customers, dealers, suppliers, vendors, financial institutions, banks, other intermediaries and business partners for
the excellent support received from them during the year.

Your directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and
continued contribution to the Company.

For and on behalf of the Board

Place: Hyderabad Ashok Atluri

Date: May 01,2026 Chairman and Managing Director

DIN: 00056050