Dear Members,
The Board of Directors presents the Company's Thirty Second Annual
Report and the Company's Audited Financial Statements (Standalone and Consolidated) for
the financial year ended March 31,2025.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company are as follows:
(Rs in Lakhs)
Particulars |
Consolidated |
Standalone |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
103,202.71 |
45,477.46 |
98,845.16 |
44,420.54 |
Total Operating Expenditure |
60,011.77 |
25,906.89 |
61,694.63 |
25,304.37 |
Operating Profit (PBIDT) |
43,190.94 |
19,570.57 |
37,150.53 |
19,116.17 |
Less: Interest |
1,037.56 |
228.13 |
942.08 |
184.05 |
Less: Depreciation & Amortization |
1,541.37 |
967.96 |
1,009.40 |
732.05 |
Add/Less: Exceptional Items |
- |
240.90 |
- |
240.90 |
Share of Profit/(Loss) of Associates and
Joint Venture |
(4.62) |
- |
- |
- |
Profit/(Loss) before tax |
40,607.39 |
18,6 15.39 |
35,199.05 |
18,440.96 |
Current Tax |
11,170.59 |
3,664.93 |
9,443.00 |
3,523.53 |
Prior Period Taxes |
22.69 |
-44.68 |
22.69 |
- |
Deferred Tax |
-519.35 |
2,044.70 |
-561.71 |
1,993.99 |
Net Profit after Tax |
29,933.46 |
12,950.44 |
26,295.07 |
12923.46 |
Add: Other Comprehensive
Income/(Expense) |
-256.62 |
54.75 |
-143.29 |
-55.97 |
Total Comprehensive income |
29,676.84 |
13,005.19 |
26,151.78 |
12,867.49 |
Earnings per Share (Rs) (face value Rs 1
per share) Basic: |
32.07 |
15.45 |
30.09 |
15.61 |
Diluted: |
32.07 |
15.34 |
30.09 |
15.51 |
The Company's operations have been further discussed in detail in the
Management Discussion and Analysis Report.
HIGHLIGHTS OF PERFORMANCE
Your Company recorded net sales of Rs 93,066.72 Lakhs in FY 2024-25,
against Rs 43,027.51 Lakhs in the previous year, registering a 116 per cent year-on-year
growth. Your Company has delivered a robust growth in profits. EBITDA grew to Rs 37,150.54
Lakhs, up from Rs 19,116.17 Lakhs in FY 2023-24, marking a robust 93.63 per cent
year-on-year growth. The EBITDA margin stood at 38 per cent, demonstrating improved
operational leverage and cost efficiency. The profit before tax for the year was Rs
35,199.05 Lakhs compared with Rs 18,440.96 Lakhs in the previous year, which is a 90.87
per cent year-on- year increase.
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 17, 2025, recommended a final dividend of Rs 2 per equity
share of Rs 1 each fully paid (i.e., 200% of the face value), subject to the approval of
members at the ensuing 32nd 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 15, 2025 ("Record
Date"). The total dividend payout will be approximately Rs 1,800 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 at https://www.zentechnologies.
com/investor_relations/zen-dividend-distribution-policy.pdf
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the year
under review.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs 2,000 Lakhs divided
into 20,00,00,000 equity shares of Rs 1 each. During the year under review, there has been
no change in the Authorized Share Capital.
During the year under review, pursuant to the approval of shareholders
by way of postal ballot on March 08, 2024, the Company had allotted 62,46,096 equity
shares of face value of Rs 1 each to Qualified Institutions Buyers (QIBs) at Rs 1,601 per
equity share aggregating to Rs 1,00,000 Lakhs.
Accordingly, there was an increase in paid up share capital by Rs 62.46
Lakhs, consequent to allotment of shares to QIBs. Total paid up share capital of the
Company as on March 31,2025 was Rs 902.90 Lakhs.
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 disclosures pursuant to SEBI (SBEB & SE) Regulations is hosted
and available on the Company's website and the same is available for electronic inspection
by the Members during the AGM. The web-link for the same is
https://www.zentechnologies.com/general-meeting-notices.
Further, a certificate from the Secretarial Auditors of the Company as
prescribed under SEBI (SBEB & SE) Regulations shall be placed before the members in
the AGM.
QUALIFIED INSTITUTIONAL PLACEMENT(S)
During the year under review, the Company raised Rs 1,00,000 Lakhs
through a Qualified Institutions Placement (QIP). Pursuant to the approval of the Board in
its meeting held on January 27, 2024 and the approval of the Members of the Company
through postal ballot on March 08, 2024, the Company had issued and allotted 62,46,096
Equity Shares of face value Rs 1 each at a price of Rs 1,601 per equity share, including a
premium of Rs 1,600 per Equity Share aggregating to Rs 1,00,000 Lakhs to Qualified
Institutional Buyers on August 23, 2024.
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 31,2025 are
tabulated below:
S.No Name of the Company |
% shareholding |
Subsidiary/Associate |
1 Unistring Tech Solutions Private Limited |
51 |
Subsidiary |
2 Zen Technologies USA, Inc |
100 |
Subsidiary |
3 Zen Medical Technologies Private Limited |
100 |
Subsidiary |
4 Zen Defence Technologies L.L.C, UAE |
99 |
Subsidiary |
5 AiTuring Technologies Private Limited |
51 |
Subsidiary |
6 Applied Research International Private
Limited* |
76 |
Subsidiary |
7 ARI Labs Private Limited* |
100 |
Subsidiary |
8 Bhairav Robotics Private Limited* |
45.33 |
Associate |
9 Vector Technics Private Limited* |
51 |
Subsidiary |
* Acquired during the year under review
Further no subsidiary Company ceased to be the subsidiary of the
Company during the year under review. There are no joint venture companies 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 at
https://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 I 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 at
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 Rs
17,437.42 Lakhs for the year ended March 31,2025, and Profit after tax was Rs 3,943.93
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 egovernance of DG Shipping of India.
During the year under review, ARIPL's revenue from operations was Rs
13,739.27 Lakhs for the year ended March 31,2025, and Profit after tax was Rs 745.33
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 Rs
44.34 Lakhs for the year ended March 31,2025, and Loss for the year was Rs 10.15 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 Rs
99.00 Lakhs for the year ended March 31,2025, and Loss for the year was Rs 315.67 Lakhs.
AiTuring Technologies Private Limited
AiTuring Technologies Private Limited (ATPL) is a subsidiary of the
Company. 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.
During the year under review, ATPL's revenue from operations was Rs
236.30 Lakhs for the year ended March 31,2025, and Loss for the year was Rs 33.26 Lakhs.
Zen Technologies USA, Inc
Zen Technologies USA, Inc is a wholly-owned subsidiary of the Company
in USA and is engaged in the business of 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. It incurred a net
loss of USD 5.14 Lakhs for the year ended March 31,2025.
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 Rs 2.22 Lakhs for the year ended
March 31,2025.
Zen Defence Technologies L.L.C, UAE
Zen Defence Technologies L.L.C, UAE (ZDT) is a wholly-owned subsidiary
in UAE 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 2.65 Lakhs for the
year ended March 31,2025.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN OR SECURITY PROVIDED
Details of investments made and/or loans or guarantees given and/or
security provided, if any, are given in the notes to the Standalone and Consolidated
financial statements which form part of the Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments
During the year under review, the Board of Directors of the Company,
based on the recommendations of the Nomination and Remuneration Committee, by the
resolution passed through circulation on March 29, 2025 approved the appointment of Mr.
Durga Prasad Kode (DIN: 07946821) as a Non-Executive Independent Director of the Company
for a term of 3 (three) consecutive years i.e., from March 28, 2025 to March 27, 2028, not
liable to retire by rotation and the same was approved by the members of the Company
through postal ballot on May 13, 2025.
The Board opined that the above Independent Director possessed
requisite experience and expertise (including the proficiency).
Retirement and Resignation
Dr. Ravindra Kumar Tyagi (DIN: 01509031), Non-Executive Independent
Director of the Company has completed his second term of directorship on March 31, 2025
and consequently he ceased to be an Independent Director of the Company w.e.f. April
01,2025.
The Board of Directors and the Management of the Company placed on
record their appreciation for the valuable contributions and guidance provided during his
association with the Company.
Retirement by Rotation
Mrs. Shilpa Choudari (DIN: 06646539), Whole Time Director, is liable to
retire by rotation at the forthcoming 32nd AGM and being eligible, seeks
re-appointment. For reference of members, a brief profile of Mrs. Shilpa Choudari is given
in the Notice convening the 32nd AGM.
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
4. Mrs. Shilpa Choudari, Whole-Time Director
5. Mr. Afzal Harunbhai Malkani, Chief Financial Officer
6. Mr. Sourav Dhar, Company Secretary & Compliane Officer (w.e.f.
November 02, 2024)
7. Mr. M. Raghavendra Prasad, Company Secretary & Compliane Officer
(upto September 24, 2024)
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, 4 (four) 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 Directors 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.
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 from the Board, 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
benefits
The Company's Nomination and Remuneration Policy is available at
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.
MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held on February
14, 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
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 31,2025, 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:
Name of the Committee |
Composition of the Committee |
Audit Committee |
Mr. Sanjay Vijay Singh Jesrani, Chairman |
|
Dr. Ajay Kumar Singh, Member |
|
Mr. Ashok Atluri, Member |
|
Dr. Ravindra Kumar Tyagi, Member |
Nomination and Remuneration Committee |
Mr. Sanjay Vijay Singh Jesrani, Chairman |
|
Dr. Ajay Kumar Singh, Member |
|
Ms. Sirisha Chintapalli, Member |
|
Dr. Ravindra Kumar Tyagi, Member |
Corporate Social Responsibility Committee |
Ms. Sirisha Chintapalli, Chairperson |
|
Mr. Ravi Kumar Midathala, Member |
|
Mr. Ashok Atluri, Member |
|
Mrs. Shilpa Choudari, Member |
|
Dr. Ravindra Kumar Tyagi, Member |
Stakeholders' Relationship Committee |
Ms. Sirisha Chintapalli, Chairperson |
|
Mr. Ashok Atluri, Member |
|
Mr. Sanjay Vijay Singh Jesrani, Member |
Risk Management Committee |
Mr. Sanjay Vijay Singh Jesrani, Chairman |
|
Mr. Ashok Atluri, Member |
|
Mr. Ravi Kumar Midathala, Member |
|
Dr. Ajay Kumar Singh, Member |
|
Mr. Kishore Dutt Atluri, Member |
Borrowing Committee |
Mr. Sanjay Vijay Singh Jesrani, Chairman |
Investment and Finance Committee |
Mr. Ravi Kumar Midathala, Member |
|
Mr. Kishore Dutt Atluri, Member |
|
Mrs. Shilpa Choudari, Member |
|
Mr. Ashok Atluri, Member |
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's 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 Company's website at https://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 II to this Report. The Company at the Annual General Meeting
held on September 14, 2024 obtained approval of the Members for continuing/undertaking
RPTs with Unistring Tech Solutions Private Limited 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 AND SUSTAINABILITY 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 III 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 32nd 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 at https://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 31,2025 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 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 fiscal 2025,
in accordance with the CSR Rules, is attached as Annexure IV 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 Company's website at https://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 31st Annual General Meeting held on September 14, 2024, to hold office
for a second term of 5 (five) consecutive years from the conclusion of that AGM till the
conclusion of the 36th 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 2025-26 at a remuneration of Rs 1,25,000 (Rupees One
Lakh Twenty Five 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 2023-24 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 2024-25 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, the Board, subject
to the approval of the shareholders, has appointed M/s. P S Rao & Associates,
Practising Company Secretaries, (Registration No: P2001TL078000) a peer reviewed firm, 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. Accordingly, a resolution seeking Member's approval for the
appointment of M/s P S Rao & Associates, Practising Company Secretaries, is included
in the Notice convening the AGM.
The Secretarial Audit Report issued by M/s. P S Rao & Associates
for the period under review in Form MR-3 is in Annexure-V 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 2024-25. 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 VA and VB to this report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Annual Secretarial Compliance Report for the FY 2024-25 has been
submitted to the Stock Exchanges i.e BSE Limited and National Stock Exchange of India
Limited within 60 days from end of the Financial Year ended March 31,2025.
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 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 the Companies Act, 2013) for the financial year ended March 31, 2025, which forms part
to the Statutory Auditor's Report.
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 VI 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 and 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 Complaints 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 at https://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 31,2025 to May 17, 2025.
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 Rs 85,119 relating to FY 2016-17, which
remained unclaimed for a period of 7 years was transferred to the Investor Education and
Protection Fund by the Company in November, 2024.
Further, during the year under review, the Company transferred 11,650
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 Company's website https://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 32nd Annual General Meeting of the
Company including the Annual Report for FY 2024-25 are being sent to all members whose
e-mail addresses are registered with the Company/Depository Participant(s)/RTA.
WEB-LINKS OF VARIOUS POLICIES
The web-links of various policies are provided herewith:
S.No Particulars |
Weblink |
1 Annual Return |
https://www.zentechnologies.com/annual-returns |
2 Business Responsibility and Sustainability
Report |
https://www.zentechnologies.com/brsr-business-responsibility-and-sustainability-
report |
3 Dividend Distribution Policy |
https://www.zentechnologies.com/investor_relations/zen-dividend-distribution-
policy.pdf |
4 Corporate Social Responsibility Policy |
https://www.zentechnologies.com/investor_relations/CSR-Policy.pdf |
5 Nomination & Remuneration Policy |
https://www.zentechnologies.com/investor_relations/Nomination-Remuneration-
Policy.pdf |
6 Whistle Blower Policy |
https://www.zentechnologies.com/investor_relations/Whistle-Blower-Policy.pdf |
7 Familiarization Programme of Independent
Directors |
https://www.zentechnologies.com/investor_relations/Details-of-Familiarization-
Programmes-imparted-to-Independent-Directors.pdf |
8 Policy on material subsidiaries |
https://www.zentechnologies.com/investor_relations/Policy-on-Material-
Subsidiaries.pdf |
9 Policy on related party transactions |
https://www.zentechnologies.com/investor_relations/Related-Party-Transaction-
policy.pdf |
DETAILS OF DIFFERENCE BETWEEN THE 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 2024-25.
APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016
The Company has not made any application under the Insolvency and
Bankruptcy Code, 2016 during the FY 2024-25.
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 17, 2025 |
Chairman and Managing Director |
|
DIN: 00056050 |