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July 31, 2025
To,
Listing Department
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (E), Mumbai – 400 051
Symbol: ZENTEC
To,
Dept. of Corp. Services
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai- 400 001
Scrip Code: 533339
Dear Sir/Madam,
Sub: Notice convening the 32nd Annual General Meeting (“AGM”) and Annual Report 2024-25
Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we wish to inform you that 32nd Annual General Meeting (AGM) of the
Company is scheduled to be held on Saturday, August 23, 2025 at 9:30 a.m. (IST) through Video Conferencing
(VC) / Other Audio Visual Means (OAVM).
In this regard we are submitting herewith 32nd Annual Report for FY-2024-25 including Notice convening the
AGM which is being sent only through electronic mode to the Members, who have registered their e-mail
addresses with the Company/ Depositories Participants/ Company’s Registrar and Share Transfer Agent viz.
Kfin Technologies Limited (RTA’).
For Members who have not registered their e-mail address, a letter providing the web-link where the Annual
Report of the Company is uploaded and QR Code to access digital copy Annual Report is being sent at the
address registered in the records of RTA/Company/Depositories Participants.
The Annual Report for the financial year 2024-25 containing the Notice is also uploaded on the Company’s
website at www.zentechnologies.com/annual-reports.
The following are the details in connection with the e-voting:
Cut-off date for e-voting
Friday, August 15, 2025
E-voting start time and date
9:00 a.m. (IST) on Wednesday, August 20, 2025
E-voting end time and date
5:00 p.m. (IST) on Friday, August 22, 2025
This is for your kind information and records.
Thanking you,
Yours faithfully,
For Zen Technologies Limited
Sourav Dhar
Company Secretary & Compliance Officer
Encl: As above
Forward Looking Statement
In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects
and make informed investment decisions. This report and other statements - written and oral - that we periodically
make, contain forward- looking statements that set out anticipated results based on the management’s plans and
assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’,
‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future
performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we
have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate
assumptions. Should known or unknown risks or uncertainties materialise or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear
this in mind. We undertake no obligation to publicly update any forward- looking statements, whether as a result of new
information, future events or otherwise.
Architecting India’s
Global Leadership
IN DEFENCE
THROUGH R&D
At a time when the world is redefining the boundaries of security and warfare,
India stands poised to assert its leadership on the global stage. The journey of Zen
Technologies has always been one of innovation and foresight, where the commitment
to research and development has shaped not just our own trajectory, but also
contributed to the larger narrative of national self-reliance in defence technology.
From its inception, Zen Technologies has recognised that true
leadership in defence is not built on manufacturing alone, but
on the foundation of intellectual property and continuous
innovation. Our approach has been to invest in ideas, to
nurture talent, and to pioneer solutions that address the most
pressing security challenges of our time. This philosophy has
enabled us to create advanced simulation and counter-drone
systems that are recognised and trusted by defence forces
both in India and abroad.
As we look to the future, the importance of indigenous research
and development has never been clearer. The evolving nature
of global threats demands agility, adaptability, and a relentless
pursuit of excellence. Zen Technologies is committed to being
at the forefront of this transformation, leveraging our deep
expertise and collaborative spirit to push the boundaries of
what is possible.
INSIDE THIS DOCUMENT
FY25 IN REVIEW
(C IN LAKHS)
93,066.72
43,027.51
FY24
REVENUE FROM OPERATIONS
116%
32,310.17
18,054.17
FY24
OPERATIONAL EBITDA
79%
26,295.07
12,923.45
FY24
PROFIT AFTER TAX
103%
69,194.10
1,40,197.38
FY24
ORDER BOOK
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
Our vision is not just to be a leader in the
Indian defence sector, but to represent
the country’s capabilities on the world
stage. Through our unwavering focus on
research and development, we are helping
to shape a future where India is recognised
as a global hub for defence innovation and
technological excellence.
About the Company
02
Product Portfolio
04
Our Journey
12
Our Infrastructure
14
R&D Initiatives
16
Key Performance Indicators
18
Message from Chairman and
Managing Director
20
Board of Directors
22
Strategic Priorities
24
Sustainability Initiatives
26
Management Discussion and Analysis
28
Notice
37
Director’s Report & Annexures
48
Corporate Governance Report
76
Business Responsibility Report
96
Standalone Financial
Statements
127
Consolidated Financial
Statements
190
ABOUT THE COMPANY
LEADING WITH
INDIGENOUS
DEFENCE
TECHNOLOGY
In an era defined by rapid
technological change and
evolving security challenges,
Zen Technologies Limited
has established itself as a key
contributor to India’s growing
stature in the global defence
technology landscape. Since its
founding in 1993, the Company
has consistently anticipated
the needs of modern armed
forces, developing solutions
that address the complexities of
contemporary warfare.
Zen Technologies began as a
specialist in simulation training
for land-based forces, creating
high-fidelity simulators that enable
military personnel to train for
real-world scenarios in safe and
controlled environments. These
systems, which now span tank,
vehicle, artillery, and flight training,
provide armed forces with realistic,
cost-effective, and sustainable
alternatives to live exercises.
As security threats have diversified, the
Company has expanded its expertise
to include advanced counter-drone
systems. These solutions leverage
artificial intelligence and advanced
sensors to detect, track, and neutralise
unmanned aerial threats, addressing
a critical challenge for defence forces
worldwide. Most recently, the Company
has extended its capabilities into naval
and marine simulation, supporting the
training and operational readiness of
maritime forces.
Underpinning this progress is a
steadfast focus on indigenous
research and development. Zen
Technologies invests continuously
in intellectual property creation,
ensuring that its products remain at
the forefront of defence technology.
The Company’s solutions are trusted
by defence forces in India and across
international markets.
Guided by a team of seasoned
professionals, Zen Technologies is
dedicated to advancing the field of
defence training and security. As India
moves towards greater self-reliance
and global leadership in defence,
the Company is positioned to play a
central role in shaping the future of
military preparedness.
Vision
To be the global leader in defence
training solutions and anti-drone
technologies, empowering
armed forces worldwide with
cutting-edge simulation and
security systems.
Mission
We are committed to enhancing
the combat readiness of armed
forces through innovative,
cost-effective, and sustainable
training solutions. Our mission is to
continuously push the boundaries
of technology, creating indigenous
products that set new benchmarks
in defence training and security.
ZEN AT A GLACE
30+
~85
390+
1,000+
~₹69,194.10
Lakhs
10,655.25
Lakhs
YEARS OF EXPERIENCE
IN DEFENCE TECHNOLOGY
PATENT GRANTED TILL DATE
TEAM MEMBERS
TRAINING SYSTEMS SHIPPED
OVER THE WORLD
ORDER BOOK AS
ON MARCH 31, 2025
INVESTED IN R&D
OVER LAST 5 YEARS
STRATEGIC REVIEW
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FINANCIAL STATEMENTS
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FINANCIAL STATEMENTS
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
CONTENT TO COME
Our commitment to innovation is reflected in a robust
product portfolio — ranging from next-generation anti-
drone systems to cutting-edge live and virtual simulation
technologies. This progress is powered by a dedicated R&D
team that continuously delivers high-performance, customer-
centric solutions. We proudly offer our solutions across three
verticals: Training Solutions (Live Ranges, Live Simulation,
Virtual Simulation and Combat Training Centre), Drones &
Counter-Drone Solutions, and Other Operational Equipment
(Automated Weapon Systems and Robotics). Together,
these solutions are not only strengthening the operational
preparedness of armed forces but are also advancing our
long-term vision of sustainable, technology-driven defence
solutions.
A Portfolio Shaped by
EVOLVING
DEFENCE NEEDS
STRATEGIC REVIEW
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5
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ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
PRODUCT PORTFOLIO
Live Ranges
By providing a realistic
environment to train, our Live
Ranges allow troops to practice
essential marksmanship, tactical
situations and missions with
live ammunition and ordinance,
under conditions that are as
close to real-world scenarios as
possible.
SMART TARGET SYSTEM
|(ZEN STS®) - LOMAH™
This is an electro-mechanical,
software-driven acoustical projectile
detection and reporting system.
Owing to its light-weight, user-friendly
interface, it is easy to use at outdoor
ranges for live small firearms shooting.
The Location of Miss and Hit (LOMAH)
is an advanced solution for Zen STS
that addresses the challenges faced
during the day and night firing.
MULTI-FUNCTIONAL TARGET
SYSTEM (MFTS®)
This is an electro-mechanical system
for versatile targets which are
programmable from the shooters
end to perform various movements
for firing practices. This portable and
easy to operate system is designed
for use both at outdoor and indoor
shooting ranges.
Virtual Simulation is a key
offering in Zen’s product basket,
providing cutting-edge training
solutions for defence personnel.
With numerous benefits,
including controlled environment
and cost-effectiveness
solutions, virtual simulation
allows many people to be
trained simultaneously without
compromising on the quality of
training.
ADVANCED WEAPONS
SIMULATOR (AWESIM®)
This is a state-of-the-art firearms
simulator that recreates small arms
firing range indoors and is aimed at
training recruits to Special Forces
and Commandos. The simulator can
be adapted to a number of firearms
to impart basic training, hone firing
skills, improve weapon handling skills
and tests the skill level of trainees in
complex and war-like scenarios.
INFANTRY WEAPONS
TRAINING SIMULATOR
(IWTS®)
This modularly-designed wireless
system facilitates marksmanship
training and battle handling of
weapons, both individually and up
to a section of recruits/soldiers in
tactical scenarios of conventional and
unconventional operations.
TANK TARGETS
These are ideal for range firing and
tactical firing practices. At Zen, we
offer both static and moving tank
target systems.
CONTAINERISED TUBULAR
SHOOTING RANGE (CTSR)
This acts as a compact and secure
indoor alternative to live firing,
designed to optimise space usage for
a range. It additionally supports the
installation of a Smart Target System
and its length can be extended to add
more containers, if required.
CONTAINERISED INDOOR
SHOOTING RANGE (CISR)
This is a self-contained, transportable
live-fire shooting facility, designed
with the latest acoustic and ricochet
materials to create a clean, safe,
and discreet environment for live-
fire requirements.
CSAFR (CONTAINERISED
SMALL ARMS FIRING RANGE)
This is a modular live-fire training range
delivering unmatched realism, zero
danger area, rapid deployment, and
immersive tactical training — ideal for
military, police, and paramilitary use.
COMBAT WEAPONS TRAINING
SIMULATOR (CWTS)
This is an indoor simulator that enhances
firing skills across infantry weapons,
enabling full-section training with future-
ready weapon upgrade capability.
MEDIUM MACHINE GUN
SIMULATOR (MMG SIM)
This is an interactive indoor training aid
to train MMG detachment numbers
in techniques of engagement of
various targets, fire control and tactical
employment of the weapon system.
AUTOMATIC GRENADE
LAUNCHER SIMULATOR
(AGL SIM)
This simulator offers complete training
solutions to the crew of an automatic
grenade launcher. The trainee-in-loop
gets the benefit of life-like environment
of terrain, combat situation and weapon.
81MM MORTAR INTEGRATED
SIMULATOR (81MM MIS)
This simulator is designed to enable the
soldier to gain proficiency in operating
and firing the 81mm Mortar.
ANTI-TANK GUIDED MISSILE
SIMULATOR (ATGM® SIM)
This is an indoor simulator, designed
and developed to meet the challenging
training requirements of missile pilots.
This simulator trains recruits and hones
SHOOT HOUSE FOR LIVE AND
SIMULATED INDOOR
TACTICAL TRAINING
This is a secure indoor facility designed
to meet the training needs of security
personnel in operations to eliminate
threats in a closed environment. It is
equipped with a variety of realistic
features that create a dynamic and
engaging training environment.
AIR-TO-GROUND FIRING
RANGE SCORING SYSTEM
This is an innovative solution designed
to provide a comprehensive training
experience for air-to-ground weapons
delivery. The system is capable of
deploying a wide array of targets,
tracking their movements and
recording hit-and-miss scores, thus
providing a full-spectrum evaluation of
the exercise.
the skills of trained pilots in handling
and firing missiles. The guided missile
simulator enables instructor to track the
performance of trainees in real time.
ARTILLERY FORWARD
OBSERVERS SIMULATOR
(ARTYFOS)
This simulator trains observation post
officers, forward observers of the artillery
and other officers of combat wings of
army who may be required to fire long-
range, indirect fire weapons like mortars,
guns, howitzers, rockets and missiles.
ANTI-AIRCRAFT AIR DEFENCE
SIMULATOR (3ADS)
This light-weight and user-friendly
simulator is designed to train
operators on laying procedures in
both simulated and field conditions as
well as psychophysiological training,
experienced at the time of launch. It
provides data of missile launch, details
of target movements and hit-and-miss
information for analysis.
INTEGRATED AIR DEFENCE
COMBAT SIMULATOR (ZEN
IADCS)
This is a state-of-the-art virtual simulator
used for the training of L 70 and ZU 23-2
gun crews, with enhanced realism in
weapon handling along with realistic
battle scenarios. It can transform the
crews to deliver accurate fire power.
Simulators (Virtual Simulation)
Our Live Simulation utilises smart
technology and provides a
realistic and immersive experience
that closely mirrors real-world
scenarios. Our offerings include:
ARMOUR COMBAT TRAINING
SYSTEM (ZEN ACTS™)
This is an electro-mechanical system
for versatile targets which are
programmable from the shooters end
to perform various movements for firing
practices. This portable and easy to
operate system is designed for use both
at outdoor and indoor shooting ranges.
TACSIM® - TACTICAL
ENGAGEMENT SIMULATOR
This simulator trains soldiers to utilise the
skills acquired during training in field craft,
battle drills and live-fire practice while
carrying out operational exercises.
Force-on-Force Training (Live Simulation)
It is ideal for Commando Units,
Special Operation Groups, Special
Task Forces, Special Forces, Training
Centres, Armed Battalions of Police
and all Law Enforcement Agencies.
This simulator enables training in
near-real life scenarios and training of
large troops in a cohesive manner in
complete confidentiality.
Training Solutions
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FINANCIAL STATEMENTS
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STATUTORY REPORTS
FINANCIAL STATEMENTS
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
PRODUCT PORTFOLIO
DRIVING TRAINING
SIMULATOR (ZEN DTS®)
This is a versatile, indoor training
system for light, medium and heavy
vehicle drivers. The simulator facilitates
training in a ‘to-scale’ vehicle cabin
with actual indicators and controls.
DRIVER APTITUDE TESTING
SYSTEM (ZEN DATS)
This is a reflex testing system that tests
a driver’s alertness, depth perception,
peripheral vision, night vision and
ability to recover quickly from the
effects of glare. The system identifies
individuals prone to accidents by
exposing psycho-motor deficiencies.
Vehicle Driving Simulators (Virtual Simulation)
A soldier must always be prepared
for battle and must be well-trained to
do so. At Zen, we create an expansive
portfolio of live, virtual, constructive
and mixed reality combat training
systems to develop and maintain
combat-ready soldiers.
CTC (COMBAT TRAINING CENTER)
Our Combat Training Centres are
designed to deliver this critical
training in a realistic and engaging
environment. With the ability to
simulate offence, defence, stability
operations, and more, CTCs are
the ideal platform for joint power
projection, ground maneuver, air
operations, fire supports, logistics,
and other vital elements of combat
readiness. These state of the art
facilities feature instrumented range
areas, simulation facilities, and a
dedicated full-time military opposing
force to provide a dynamic and
capable adversary for training exercise.
TANK DRIVING SIMULATOR
This is a containerised driving simulator
offering comprehensive, progressive
training for T-90 tank operations—
covering basic to advanced driving
techniques across diverse terrains
and conditions.
TANK CREW GUNNERY
SIMULATOR
This is a gunnery training simulator for
gunner trainees of Tank T-90. It belongs
to the stable of Armoured Vehicle
Simulators developed by Zen.
IFV/APC - DRIVING
SIMULATOR
This is a high-fidelity ICV/APC driving
simulator with 6 DoF motion, realistic
visuals, and controls, enabling
complete training with enhanced
safety and cost savings.
IFV/APC - CREW GUNNERY
SIMULATOR
This is a realistic simulator for ICV/
APC gunner and commander training,
replicating actual controls to enhance
weapon handling, targeting, and
operational efficiency.
INFANTRY COMBAT VEHICLE
DRIVING SIMULATOR
(BMP II DS)
This simulator has been developed to
train recruits as well as special drivers
to drive Infantry Combat Vehicle (ICV)
or the Armoured Personnel Carrier
(APC) in operational and peace
time scenarios.
BMP II INTEGRATED MISSILE
SIMULATOR (BMP II IMS)
This simulator has been developed
to meet the training requirements of
gunners and commanders of Infantry
Combat Vehicle (ICV)/Armoured
Personnel Carrier (APC). It trains
recruits and hones the skills of trained
gunners in handling and firing different
types of weapon systems.
Armoured Vehicle Simulators (Virtual Simulation)
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FINANCIAL STATEMENTS
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
PRODUCT PORTFOLIO
PRODUCT PORTFOLIO
Drone & Counter-Drone Technology
Anti-Drone System/Zen Vyomkavach
ISR (Intelligence, Surveillance and Reconnaissance) Systems
ADS HAWKEYE
Hawkeye epitomizes a state-of-the-art
anti-drone system camera, featuring
multiple sensor detection modules for
all-weather drone tracking up to 15 km. It
ensures continuous threat detection and
enhanced security.
Zen Technologies provides a
comprehensive anti-drone solution
under its Counter Unmanned Aerial
System (CUAS) offering, addressing
the rising security risks associated
with unauthorised drone activity. The
company’s CUAS is characterised by a
multi-layered, multi-sensor framework
designed to detect, classify and
neutralise aerial threats. Robust detection
is achieved through a combination of
radio frequency analysis, advanced
day and night video sensors, and
sophisticated radar technology. Together,
these modules enable early-warning
identification and reliable tracking of
both remotely operated and autonomous
drones, ensuring situational awareness
across a range of environments.
STHIR STAB 640
Sthir Stab 640 is a rugged stabilised sight
designed mainly for armoured vehicles,
ICVs, and boats. The sight encompasses
an intelligent fibre optic gyro-stabilised
system and delivers exceptional
situational awareness with automatic
search and tracking capabilities. It can be
used in different weapon mounts such as
7.62mm, 12.7mm, 20mm, and 30mm.
ARTILLERY RUGGED
CAMERA (DURGAM)
DURGAM is a rugged military-grade
camera with day and thermal imaging,
a high-resolution 640x512 sensor, and
extreme shock resistance — ensuring
clear visibility and reliable performance in
harsh operational conditions.
Other Operational Equipment
Force Multipliers
SHOOTEDGE
ShootEdge® is an advanced adapter
engineered specifically for pistols, Glock
17, Glock 19 or UBGLs revolutionizing
tactical operations by enabling secure
shooting around corners without
exposing the operator to direct fire.
Its pivotal feature is the capability to
swivel the weapon up to 65 degrees
to either side, allowing effective firing
from positions that minimize exposure.
The system integrates cutting-edge
technology, including a high resolution
day and night camera that delivers clear
visuals regardless of lighting conditions.
This is complemented by an IR illuminator
for enhanced visibility in low-light
environments, a precise red dot laser for
accurate aiming, and a tactical torch for
supplementary functionality.
CORNERSHOT WEAPON
SYSTEM - ZEN CSWS TRIKAAL
Barbarik-URCWS is the world’s lightest
remote-controlled weapon station,
offering precise targeting capabilities
(5.56mm to 7.62mm calibres) for ground
vehicles and naval vessels. This system
maximises battlefield effectiveness while
minimising personnel risk.
PRAHASTA - ARMY
ROBOTIC DOG
Prahasta is a revolutionary automated
quadruped that uses LIDAR and
reinforcement learning to create real-
time 3D terrain mapping for unparalleled
mission planning, navigation, and threat
assessment. The quadruped can be armed
with various calibre weapons such as
9mm, 5.56mm, and 7.62mm, making it an
ideal first line of defence for commandos
during CI operations like 26/11, thereby
saving lives.
BARBARIK URCWS (UNIVERSAL
REMOTELY CONTROLLED
WEAPON STATION)
Barbarik–URCWS is the world’s lightest
RCWS, supporting 5.56mm to 12.7mm
guns, grenade launchers, and ATGMs. Its
dual-weapon capability enables flexible
deployment across vehicles, vessels, or
buildings, enhancing combat versatility
and precision.
RCWS - 7.62 X 51 MMG
(PARASHU)
The Parashu RCWS is a lightweight,
versatile remote-controlled weapon
station designed for diverse operational
scenarios, including drone threats.
Equipped with a thermal camera and
auto-tracking, it ensures precise target
acquisition and engagement in all
conditions. Compatible with 7.62mm and
5.56mm calibers, it suits various platforms
— land or naval — enhancing mission
flexibility and defense capabilities.
NAVAL RCWS – 12.7 X 99 HMG
(SHARUR)
RCWS-Sharur is a state-of-the-art naval
Remote Controlled Weapon Station built
for maritime environments. It supports
.50 caliber weapons, engaging threats
up to 2 km away. With a cooled thermal
camera and FOG-based stabilization,
it ensures less than 3 mRad accuracy
in low-visibility and rough seas. Sharur
offers robust, reliable protection across
diverse naval platforms, enhancing
operational effectiveness.
TANK MOUNTED RCWS - 12.7 X
108 HMG (FANISH)
RCWS-Fanish is a lightweight, tank-
mounted weapon station with a 12.7 mm
NSV gun, cooled thermal camera, and
FOG stabilization. Designed for T-72,
T-90, and other platforms, it ensures less
than 3 mRad accuracy in demanding
combat conditions.
At the core of the solution is an integrated
command and control centre that fuses
data from all sensor modules in real time.
This central hub provides operators
with a unified picture of the airspace,
supporting informed decision-making
through actionable analytics, intelligent
threat classification and dynamic
mapping with customisable monitoring
zones. The intuitive user interface
streamlines operations, offering flexibility
and rapid response to the shifting
nature of aerial threats. This seamless
integration of technologies distinguishes
Zen Technologies’ approach and
elevates operational resilience for
sensitive installations.
To fully mitigate risk, Zen Technologies’
CUAS incorporates a comprehensive
neutralisation suite. The system features
advanced electronic jammers designed
to disrupt hostile drone communications
and navigation, thereby rendering
rogue aerial threats inoperable.
Additionally, for situations requiring
physical intervention, both kinetic and
net-based options are available. These
provide either safe retrieval or effective
destruction of drones, depending on
operational requirements.
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FINANCIAL STATEMENTS
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
A LEGACY BUILT ON
CONTINUOUS PROGRESS
Zen Technologies’ journey is shaped by a clear vision and a commitment to
continuous advancement in defence technology. Since inception the Company has
introduced pioneering solutions that have set new standards in the industry. Our
progress is the result of strategic choices, investments in research and development,
and a culture that values both technological excellence and operational discipline.
1993
Zen Technologies is incorporated,
founded with a vision to revolutionise
defence training through innovative
simulation technologies.
1996
The Company achieves its first major
breakthrough with the sale of Zen SATS®
to the Government of India, establishing its
reputation in defence training and simulation.
1998
Zen’s focus on research and development
earns recognition from the Government
of India, setting the stage for future
technological advancements.
2002
Zen introduces AWeSim®, an
advanced warfare weapons simulator
that sets new benchmarks in defence
training standards.
2004
The Company is listed on the Bombay Stock
Exchange, marking a significant step in its
corporate growth and market presence.
2006
Expansion of the product portfolio continues
with the launch of the BMP Driving Simulator
and BMP Integrated Missile, enhancing
training capabilities for armoured vehicle
operations.
2008
Zen pioneers live simulation technologies,
making training more immersive and realistic
for armed forces.
2018
Zen commissions its first Artificial
Intelligence Centre in Hyderabad,
underscoring its commitment to
technological leadership.
2019
The Company becomes debt-free and
establishes a wholly-owned subsidiary in the
USA, marking its entry into the American and
South American markets.
2021
Zen launches its Anti-Drone System and
expands its global footprint with a branch
office in Abu Dhabi, UAE.
2022
Zen receives its first order for the Anti-Drone
System and successfully integrates hard-
kill technology, further enhancing product
capabilities.
2009
The commissioning of the Maheshwaram
Unit in Hyderabad further strengthens Zen’s
manufacturing and operational capabilities.
2011
Zen launches its first tank simulator,
reinforcing its leadership in defence
simulation technologies.
2015
Zen launches its flagship Combat Training
Centres (CTC), integrating its product
range for comprehensive training. The
Company is also listed on the National
Stock Exchange, increasing its visibility in
the capital market.
2016
The launch of the containerised Tubular
Shooting Range provides flexible,
effective training solutions for varied
operational needs.
2012
The introduction of the UAV Simulator
demonstrates Zen’s commitment to
diversifying its training solutions for
modern warfare.
2013
A range of new simulators—including
IWTS, ACTSTM, TZS, MMG, and
AGL—are launched, showcasing the
Company’s innovative approach.
Spotlight FY25
FY25 was a pivotal year for Zen
Technologies Limited marked by the
successful completion of a ₹1,00,000 Lakhs
Qualified Institutional Placement, enabling
strategic investment in growth initiatives.
The Company recorded its highest-ever
turnover and profitability, driven by strong
operational execution and demand across
core business areas.
Strategic acquisitions in marine
simulation, drone propulsion, and AI-
driven robotics further expanded Zen’s
capabilities, positioning the Company as
a comprehensive defence technology
provider across land, air, and
maritime domains.
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OUR JOURNEY
ADVANCED
INFRASTRUCTURE WITH
UNMATCHED
CAPABILITIES
OUR INFRASTRUCTURE
Zen Technologies is committed to operational excellence through its state-
of-the-art facilities, each purpose-built to support the Company’s culture
of innovation and high standards of delivery. These advanced centres are
integral to our business, enabling us to develop, demonstrate, and deploy
solutions that address the evolving requirements of the defence sector.
Our Research and
Development Centre at Sanath
Nagar, Hyderabad, serves
as the nucleus of innovation
for Zen Technologies. Here,
dedicated teams of engineers
and scientists collaborate to
create pioneering solutions
tailored to the dynamic needs
of the defence industry.
Strategically located near
Shamshabad Airport, our
Demo Centre and Production
Unit spread across ~15,000
square feet and provides a
comprehensive environment
for product demonstration and
client engagement. This facility
enables us to offer stakeholders
an immersive experience,
showcasing the distinctive
capabilities and value of
our solutions.
Situated in Hyderabad’s Hi-tech
City, Kondapur, our Artificial
Intelligence Centre reflects
Zen Technologies’ ongoing
commitment to technological
advancement. Developed in
partnership with the University
of Hyderabad, this centre is
dedicated to exploring and
applying the latest developments
in artificial intelligence, ensuring
the Company remains at
the forefront of this rapidly
evolving field.
RESEARCH AND
DEVELOPMENT CENTRE,
SANATH NAGAR,
HYDERABAD
DEMO CENTRE AND
PRODUCTION UNIT, NEAR
SHAMSHABAD AIRPORT
ARTIFICIAL INTELLIGENCE
CENTRE, KONDAPUR,
HYDERABAD
1
2
3
1
3
2
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map not to scale, only for illustration purpose.
UNLOCKING
POTENTIAL WITH
CUTTING-EDGE R&D
R&D INITIATIVES
At Zen Technologies, research and development is fundamental to our identity and our
long-term strategy. Our unwavering commitment to innovation has shaped a robust
intellectual property portfolio and established high entry barriers. By consistently
increasing our R&D investments, we not only expand our product and technology
offerings but also reinforce our competitive edge.
Intellectual Capital as a
Foundation for Growth
Our intellectual capital is anchored in a comprehensive
portfolio of patents, developed through sustained
investment in R&D. With over 175 patents filed globally
and approximately ~85 granted, we have created a strong
intellectual property barrier that protects our business and
supports our leadership in defence technology.
Accelerating R&D for Future
Readiness
Recognising the growing importance of innovation, we are
further accelerating our R&D efforts with a new commitment
of ₹7,000 Lakhs. This will support the expansion of our
R&D centre, drive the development of next-generation
solutions, and ensure we remain at the forefront of
technological advancement.
Power of an IP-Driven Business
Model
Our IP-driven business model ensures that the intrinsic
value of our products is protected, with the bill of
materials typically accounting for only 35–40% of the
final product cost. This structure insulates our profitability
from fluctuations in material prices and reinforces our
market resilience.
High Entry Barriers and
Sustainable Advantage
Zen Technologies’ commitment to research and
development forms a formidable entry barrier. Our strategy
of recognising R&D investments as expenses rather than
capital assets ensures our financial statements provide
a conservative view. The sustained focus on R&D, along
with our disciplined approach to investment, has made it
exceptionally challenging for potential entrants to match
our capabilities.
6.55%
Cumulative sales invested in R&D
over the last 5 years
~85
Patents granted globally of the
175 patents filed till date
₹7,000 Lakhs
Committed investment
in new R&D facility
FY24
FY25
FY23
FY22
FY21
2,665.34
3,301.20
2,021.11
1,380.07
1,287.53
R&D SPENDS OVER
THE YEARS
(C Lakhs)
10,655.25
Lakhs
Investment in R&D over the
last 5 years
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KEY PERFORMANCE INDICATORS
MAKING PROGRESS
YEAR AFTER YEAR
The Company has focused on strengthening its operational foundations,
diversifying its solutions, and advancing its expertise in the defence
industry. This year’s financial performance has set a new precedent for the
Company, setting the stage for continued progress and meaningful value
creation for all stakeholders.
REVENUE FROM OPERATIONS
(D in Lakhs)
PAT MARGIN
(In %)
EBITDA
(D in Lakhs)
R&D EXPENDITURE
(D in Lakhs)
PROFIT AFTER TAX
(D in Lakhs)
EBITDA MARGIN
(In %)
ORDER BOOK STATUS
(D in Lakhs)
FY25
FY24
FY23
FY22
93,066.72
43,027.51
16,143.58
5,370.53
HIGHLIGHT
F93,066.72
Lakhs
F26,295.07
Lakhs
REVENUE FROM OPERATIONS
PROFIT AFTER TAX
FY25
FY24
FY23
FY22
26,295.07
12,923.45
3,763.78
202.36
FY25
FY24
FY23
FY22
37,150.54
19,116.17
5,832.91
728.13
FY25
FY24
FY23
FY22
38
43
35
12
FY25
FY24
FY23
FY22
28.25
30.03
23.31
3.76
FY25
FY24
FY23
FY22
21*
41
17
1
FY25
FY24
FY23
FY22
3,301.20
2,665.34
2,021.11
1,380.07
FY25
FY24
FY23
FY22
69,194.10
1,40,197.38
47,281.64
43,072.00
RETURN ON CAPITAL EMPLOYED
(In %)
*The decline in ROCE for the year is primarily attributable to the increase in capital following the Qualified Institutional Placement (QIP) during the year.
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SHAPING THE
FUTURE OF DEFENCE
TECHNOLOGY
MESSAGE FROM CHAIRMAN AND MANAGING DIRECTOR
SKIN IN THE GAME
At Zen, our commitment to technology
is not just to win tenders; it is to win wars.
Years ago, we made a bold bet that
very few recognized and even fewer
dared to pursue: wideband anti drone
systems capable of operating outside
commercial frequencies. At that time,
defence procurement was focused on
drones using commercial spectrum. We
knew from conversations inside our labs
and study of modern battlefields that
adversaries in real wars will not follow
telecom regulations. We built for the
future, not to check boxes in a tender, but
to confront the reality of the battlefield.
That conviction was tested in Operation
Sindoor, where our band independent
anti drone platform succeeded in
neutralizing threats that other systems
could not even detect. This is what “skin in
the game” means at Zen: investing ahead
of demand, choosing difficult paths, and
delivering when it matters most.
A YEAR OF SMART GROWTH
FY25 saw us cross C 93,066.72 Lakhs in
revenue, backed by healthy profitability
and strong cash reserves. Numbers, while
important, only tell part of the story. This
was the year we executed our largest
ever export order in the counter drone
segment and secured strategic domestic
contracts like the Integrated Air Defence
Combat Simulators (IADCS) for the L70
gun. These wins reflect growing trust in
our ability to deliver high quality, mission
critical systems with speed, precision
and reliability.
BETTING ON THE RIGHT
TECHNOLOGIES
Zen made three strategic acquisitions
this year, not for scale, but for precision.
ARIPL brought us world class capabilities
in naval and marine simulation. Vector
Technics added indigenous drone
propulsion to our arsenal. Bhairav
Robotics gave us access to next
generation robotics and autonomous
ground systems.
Each of these aligns with our core
strategy of expanding Zen’s footprint
across simulation, counter drone, and
autonomous systems.
Together, they enable us to offer vertically
integrated, mission ready solutions that
enhance preparedness, reduce foreign
dependency, and ultimately save lives.
As Kautilya wrote in the Arthashastra:
“One should march only when the cause
is just and the preparation, complete.”
DELAY: THE REAL ENEMY
Delays with no accountability can quietly
kill innovation. While the government has
made great strides with initiatives like
Buy Indian (IDDM) and Make in India,
there is still work to be done in tightening
procurement and execution timelines.
We believe the way forward is to
introduce performance linked metrics.
Much time and cost is saved through
timely action. Zen will continue to work
constructively with all stakeholders to
streamline this ecosystem, because fast
decisions win wars.
GLOBAL LESSONS, INDIAN
LEADERSHIP
The Ukraine conflict has made one
truth clear: legacy hardware without
continuous training is dangerously
ineffective. At the same time, conflicts
in Nagorno Karabakh, the Red Sea, and
Eastern Europe have shown how drones
and autonomous systems are rapidly
becoming the first strike weapon in
modern warfare.
Zen’s strategy is tightly aligned with
this shift. Our investments in simulation
based training, wideband counter drone
systems, autonomous surveillance,
and tactical robotics are targeted
bets on what will define outcomes in
future conflicts. We are not trying to do
everything. We are going deep into the
Pareto technologies, which are vital and
carry disproportionate battlefield impact.
In modern combat, precision matters
more than presence.
STAYING READY, STAYING
RESPONSIBLE
We remain financially strong, with
₹~1,00,000 Lakhs in liquidity, a
₹69,194.10 Lakhs order book, and
no heavy asset drag. Our capital light,
IP heavy model lets us stay nimble
DEAR SHAREHOLDERS,
FY25 has been a landmark year for Zen Technologies. We are not just
riding the wave of India’s defence indigenisation; we are leading its
transformation. With record revenues, a growing portfolio of cutting
edge defence technologies, and a deep commitment to innovation, Zen is
building the muscle and mindset needed for the wars of tomorrow.
and resilient. We are doubling down
on R&D, with plans to expand our
Hyderabad centre with a ₹7,000 Lakhs
investment. This will allow us to compress
development cycles and respond faster
to emerging threats.
We remain deeply conscious of our
responsibility, not just to shareholders,
but to soldiers. Simulation based training
reduces accidents and emissions. Our
technologies are built to keep soldiers
out of harm’s way, while making them
more effective if called upon.
CALIBRATED FOR THE
LONG GAME
Looking ahead, we expect FY26 to be a
more measured year in financial terms,
driven largely by the timing of order
inflows and execution cycles. This is
a natural calibration phase in a larger
growth trajectory. We are committed to
the medium term outlook of achieving
cumulative revenue of ₹~6,00,000 Lakhs
across FY26, FY27, and FY28, reflecting
our confidence in the strength of our
technologies, the maturity of our pipeline,
and the accelerating momentum in
defence modernisation.
As demand for battlefield ready
technologies grows globally, Zen is also
scaling its presence across key strategic
markets. We see exports becoming a
meaningful share of our revenue in the
years ahead.
LOOKING AHEAD
FY25 was not just a milestone; it was
proof that Zen is prepared to lead. The
road ahead will demand even greater
ambition, discipline, and courage. We will
continue building India’s defence edge,
one product, one prototype, and one
patent at a time.
To our shareholders, thank you for
believing in us. With your support, Zen
Technologies is not just part of India’s
defence ecosystem, we are helping
define its future.
The best is yet to come.
Yours sincerely,
Ashok Atluri
Chairman and Managing Director
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STEERING OUR JOURNEY
WITH TRUSTED EXPERTISE
BOARD OF DIRECTORS
Mr. Ashok Atluri is a post-graduate diploma holder in applied
computer science. He is credited with designing simulators on the
Windows-Intel platform that have set industry standards and are
known for their simplicity. In recognition of his achievements, he was
named ‘Small Scale Entrepreneur of the Year’ by the Hyderabad
Management Association in 1998. Under his leadership, Zen
Technologies has set benchmarks in defence simulation and training.
A Audit Committee
B Borrowing Committee
N Nomination and Remuneration Committee
S Stakeholder Relationship Committee
R Risk Management Committee
C Corporate Social Responsibility Committee
I Investment Committee
COMMITTEE KEY
Chairperson Member
MR. ASHOK ATLURI
Chairman &
Managing Director
Mr. Durga Prasad Kode is a Commerce graduate and retired Indian
Police Service officer with a distinguished career in policing,
intelligence, and public administration. He has held senior positions
such as Commissioner of Police, Visakhapatnam, Chief of Intelligence,
Andhra Pradesh, and Chief of Greyhounds (Anti-Naxal Operations). He
has also contributed to reforms in the power sector as Joint Managing
Director of TRANSCO. Currently, he is engaged in charitable initiatives
in education and social welfare, and serves as an Independent Director
on the boards of CCL Products (India) Limited and NAVA Limited.
MR. DURGA PRASAD
KODE
Independent Director
*Note: Mr Ravi Kumar Midathala completed his tenure and ceased to be a Director on June 28, 2025.
A
B
C
I
S
R
Ms. Sirisha Chintapalli holds an Associate Membership of the
Institute of Company Secretaries of India and the Institute of Cost
and Management Accountants of India. She is also a registered
Insolvency Professional and Social Impact Assessor. With over 13
years of experience, she has worked in legal, finance, secretarial,
insolvency, and regulatory compliance matters, particularly related
to the Companies Act, laws applicable to the Capital Markets, and
other statutes. Ms. Sirisha has worked with L&T Shipbuilding Limited,
International Seaport Dredging Limited, and CCL Products (India)
Limited. Additionally, she was a member of the Managing Committee
of Hyderabad Chapter of the Institute of Cost and Management
Accountants of India, and has successfully handled various assignments
and mergers while being well-versed in the day-to-day operations of
the Company.
MS. SIRISHA
CHINTAPALLI
Independent Director
N
S
C
Mr. Kishore Dutt Atluri is a post-graduate in Computer Application
from the University of Hyderabad. With over 21 patents to his
name, he has a deep understanding of simulation technology and
its applications for defence and homeland security. He has been
instrumental in the development of Zen’s range of virtual and live
simulation systems, including simulators for Infantry, Armoured
Corps, Mech Forces, and Air Defence; thus catering to the needs
of Police Forces, Central Police Organisations, Civilians, and Miners.
His primary roles at Zen include technology direction and product
development, aligned with the Company’s strategy.
MR. KISHORE DUTT
ATLURI
Founder, President &
Joint Managing Director
R
B
I
Mr. Sanjay Vijay Singh Jesrani holds a Bachelor’s degree in Commerce
and is a Fellow member of The Institute of Chartered Accountants of
India (ICAI) with over 30 years of business and corporate experience in
finance and strategic leadership roles. He is the Founder & CEO of Go
North Ventures, a proprietary angel investment firm focused on investing
in and mentoring start-ups. He was the CEO and Head of the Global
Delivery Center, Hitachi Consulting India and was CFO at Sierra Atlantic,
India. He is a TEDx speaker and has covered new perspectives around
start-ups and finance for women. He is an active member of the Indian
Angel Network, the premier global group of angel investors, and has
investments in start-ups across the healthcare, deep tech, unmanned
aerial, sustainability, impact, consumer and fintech sectors. Further, he
is a Charter member at TiE, Hyderabad (The Indus Entrepreneurs), a
member of the Executive Council at the IIIT Hyderabad Foundation and
an Independent Director on the Board of a leading cardiac care focused
multi-speciality hospital, Unimed Health (Star Hospitals).
MR. SANJAY VIJAY
SINGH JESRANI
Independent Director
A
B
N
I
S
R
Mr. M Ravi Kumar, with over 22 years of experience in the software
industry, has held positions at organisations such as the Bureau of
Data Processing Services (BDPS), Nova Computers Private Limited,
and as Director at the Institute of Engineers. He is a technocrat with
specialised skills in systems programming and robotics, and plays a
crucial role in the design and development of the Company’s range
of simulators, such as Zen SATS SLR, Zen AWeSIMR, and acts as Head
of the R&D division.
MR. M RAVI KUMAR*
Whole Time Director
I
C
R
B
Ms. Shilpa Choudari is a highly qualified professional with
a Bachelor’s degree in Technology from Jawaharlal Nehru
Technological University (JNTU) and a Master’s degree in Finance
and Foreign Trade from Badruka Institute of Foreign Trade. Relying
on her rich experience of working at Zen Technologies as a research
associate, and later as an AGM, Sales & Marketing, she has gained an
in-depth understanding of the Company’s products and processes.
Prior to joining Zen, she has published several articles in over 10
books of different subjects while working at ICFAI Research Centre.
She has also worked as a professional banker with HDFC in the past.
MS. SHILPA
CHOUDARI
Whole Time Director
C
B
I
Dr. Ajay Kumar Singh is a versatile professional with extensive experience in
leadership, programme planning and designing, implementing teaching,
monitoring and evaluation, including business development and consulting.
He is the recipient of the prestigious ‘The Rashtrapati Rover Award’, and
currently serves as the Associate Director at the Indian School of Business,
Hyderabad. He holds a Post-Doctoral Fellowship in Social Marketing
from ISB, Hyderabad, a Ph.D. from Chaudhary Charan Singh University
and an MBA degree in marketing from RSMT Purvanchal University. His
research expertise lies in social marketing and he has applied his research
in areas such as social entrepreneurship, branding, advertising, customer
relationship management and customer centricity. He has worked with
various organisations, including J P Associates (P) Limited, Crompton
Greaves Limited, SIVA Institute and Apeejay School of Marketing.
Furthermore, Dr Singh has designed transformation journeys for various
government and public sectors and corporate organisations through
focused education and training programmes. He has delivered over
1,000 days of mid-career training to top organisations, including the State
Bank of India, Bank of Baroda, NTPC, ONGC, IndiGo, Tata Steel, ITC, Sun
Pharma, and more. He is also a member of the Academic Advisory Council
of the Institvute of Public Enterprise, Hyderabad, Telangana, and Honorary
Academic Advisor at Capital University of Kodarma District in Jharkhand.
DR. AJAY KUMAR SINGH
Independent Director
A
N
R
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STRATEGIC ACTIONS FOR
LONG TERM SUCCESS
STRATEGIC FOCUS AREAS
At Zen Technologies, our strategic focus areas are designed to ensure we remain at
the forefront of the defence technology sector, continuously building a sustainable
competitive edge in an evolving global landscape.
S1
Strengthening Research
and Development
Capabilities
S6
Focusing on Training and
Simulation
S2
Expanding Product
Portfolio and Scope
S7
Advancing Counter-
Drone Solutions
S3
Leveraging Intellectual
Property
S8
Integration of Strategic
Acquisitions
S4
Enhancing Export
Potential
S9
Pursuing Inorganic
Growth Opportunities
S5
Capitalising on
Regulatory Tailwinds
We will continue to prioritise substantial investment in research and development
as the foundation of our technological leadership. In FY25, we further committed
₹7,000 Lakhs to expand our R&D centre. This sustained focus on R&D has resulted
in a robust portfolio of over 85 patents granted, and will accelerate the pace of
innovation across our business. The expansion of our R&D infrastructure is set to
further enhance our ability to deliver next-generation solutions and maintain our
leadership in defence technology.
Training and simulation remain the cornerstone of our business. We are committed
to advancing our virtual and live training solutions to meet the growing demand
for tactical readiness, especially in light of recent global conflicts that highlight the
importance of realistic and effective training.
Diversifying our product portfolio remains a core strategic focus. The integration
of recent acquisitions including Applied Research International Private Limited, ARI
Labs Private Limited, Vector Technics Private Limited, and Bhairav Robotics Private
Limited has broadened our technological capabilities and enabled entry into new
product portfolio across land, air, and maritime domains. These additions enable
us to address a wider spectrum of defence requirements and unlock new growth
opportunities, both domestically and internationally.
We continue to lead in the development of advanced counter-drone technologies,
supported by early investments and alignment with government priorities on
indigenous procurement. Our solutions are designed to address the rapidly
evolving threat landscape and reinforce our position as a preferred partner for the
Indian Armed Forces.
Our focus on intellectual property forms the foundation of our business model
and sets us apart within the industry. By emphasising proprietary innovation,
we safeguard our profitability against fluctuations in input costs. This approach
establishes substantial barriers for new entrants and further consolidates our
leadership position in the defence technology sector.
A key priority for the coming year is the seamless integration of our recent
acquisitions. This will allow us to fully leverage new capabilities, drive operational
synergies, and unlock additional growth across land, air, and maritime domains.
We are committed to expanding our international presence, particularly in
the Middle East, Africa, America, Europe and CIS countries. Participation in
global defence exhibitions has generated strong interest and new partnerships,
positioning us to capture emerging export opportunities and further diversify our
revenue streams.
We will continue to actively evaluate strategic inorganic growth opportunities
to further strengthen and diversify our portfolio. By identifying and integrating
complementary businesses and technologies, we aim to accelerate our expansion,
enhance our capabilities, and reinforce our position as a comprehensive defence
technology provider.
We are well-positioned to benefit from favourable government policies,
including the aggressive implementation of the Buy Indian IDDM policy, positive
indigenisation lists. These initiatives create an unprecedented ecosystem for
indigenous innovation and manufacturing in the defence sector.
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ADVANCING
SIMULATION FOR
SUSTAINABLE
DEFENCE
SUSTAINABILITY INITIATIVES
103
Tonnes of carbon dioxide
emissions reduced by a single
light vehicle simulator over
fifteen years.
1,919
Tonnes of carbon dioxide
abated by each tank driving
simulator over a thirty-year
operational cycle.
3,676
Tonnes of carbon dioxide
avoided with each field crew
gunnery simulator over thirty
years.
D56 Lakh
Savings from one light vehicle
simulator across fifteen years.
Such impactful reductions are
coupled with significant cost
benefits:
D13,600
Lakh
Cumulative savings per tank
driving simulator deployed over
thirty years.
D38,100
Lakh
Cost efficiency achieved
by each field crew gunnery
simulator over the same period.
Zen’s sustainability initiatives have
garnered recognition at the highest
national levels. In late 2024, the
Government of India’s NITI Aayog hosted
a landmark consultative workshop, where
Zen’s leadership and subject experts
advocated for rapid, science-based
policy action.
Comprehensive
Assessment and Scientific
Benchmarking
Building upon initial success, Zen and
TERI advanced to a second phase study -
“Indian Armed Forces and Environmental
Sustainability: A Comprehensive
Assessment of Simulators in Green
Training.” Thirteen different simulators
and numerous ammunition categories
were assessed for their full lifecycle
environmental impact.
The studies presented India’s first
one-to-one reference scale linking
ammunition consumption with
corresponding simulation requirements.
This scientific matrix not only determines
current impact, but also projects future
environmental and cost savings at varying
levels of simulator adoption, establishing
a robust foundation for long-term policy
and operational planning.
Strategic Investment in
Capacity and Collaboration
Zen’s commitment extends to
institutionalising sustainability through the
establishment of a Centre of Excellence
for Green Training and Environmental
Sustainability. This platform will serve as a
national hub for:
Green technology education and
skills development
Industry and inter-agency
research collaboration
Dissemination of best practices
to defence, police, and
civilian domains
Through such investments, Zen is
ensuring that sustainable practices are
systematically embedded in India’s
defence preparedness and aligned
with broader national and international
climate objectives.
Zen Technologies Limited has established
a reputation for rigorous, data-backed
advancement of sustainability in the defence
sector. In line with its vision to be a responsible
and future-focused institution, Zen initiated a
series of independent studies to evaluate and
quantify the impact of simulator-based training
on environmental and economic parameters.
Evidence-Led Transformation
In 2023, Zen engaged The Energy and Resources Institute (TERI) to undertake a
comparative assessment of traditional field-mode versus simulator-based training.
The study, launched on World Environment Day, measured carbon emissions, live
ammunition usage, and lifecycle costs across core military training domains. The
empirical findings provide a clear case for transitioning to simulation technologies:
STRATEGIC REVIEW
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MANAGEMENT
DISCUSSION AND
ANALYSIS
GLOBAL ECONOMY
The global economy demonstrated
significant resilience in, 2024,
expanding by 3.3% despite persistent
inflationary pressures, restrictive
monetary policy and widespread
geopolitical instability [source:
International Monetary Fund (IMF)
World Economic Outlook, April 2025].
Developed nations benefited from
resilient labour markets and steady
demand for services, while countries
like India continued to anchor growth
among emerging economies.
Looking ahead, the IMF forecasts a
moderation in global GDP growth
to 2.8% in 2025 before showing a
modest recovery to 3.0% in 2026.
While growth in advanced economies
are expected to decelerate further
and emerging and developing
markets—particularly in Asia—are
projected to maintain momentum at
3.7%. However, global risks remain
high due to rising protectionism,
regional conflicts, and fragmented
trade channels.
Inflation trends have begun to
stabilise, though unevenly. Advanced
economies may see inflation
hover around 2.5% in 2025, while
developing nations could see it
ease to 5.5% [source: OECD, March
2025]. Core inflation—especially in
services—continues to challenge
central banks, many of which are still
treading cautiously.
While inflation is conventionally
measured through consumer
price indices, long-term erosion
of purchasing power may be
more effectively assessed through
alternative benchmarks such as gold
or Bitcoin. These reflections are
gaining relevance as investors and
policymakers evaluate the broader
consequences of monetary expansion
over the last decade.
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GEOPOLITICAL
TENSIONS AND DEFENCE
READINESS
Heightened geopolitical volatility has
elevated the strategic importance of
defence preparedness globally. For
India, the evolving threat landscape
ranging from cross-border incursions
to drone-based and hybrid warfare has
necessitated a shift towards continuous
readiness. This has translated into
sustained investments in platform
modernisation, simulation-driven
training, and indigenous counter-drone
and surveillance solutions, reinforcing
the Armed Forces’ ability to respond
swiftly and effectively to emerging
security challenges.
Sun Tzu captured this reality best when
he wrote, “The art of war teaches us to
rely not on the likelihood of the enemy’s
not coming, but on our own readiness
to receive him, not on the chance of his
not attacking, but rather on the fact that
we have made our position unassailable.”
That principle is more relevant now than
ever. Investing in continuous training and
modern defensive systems—particularly
those capable of neutralising drone
threats—is no longer about maintaining
superiority, it is about ensuring
survival in a world where the cost of
unpreparedness grows by the day.
GLOBAL DEFENCE INDUSTRY
In 2024, the global defence sector
witnessed strong expansion, with military
spending of $2.718 trillion, reflecting
a remarkable 9.4% increase from the
previous year which is —one of the most
significant annual escalations since
the Cold War era (Source: Stockholm
International Peace Research Institute,
SIPRI Yearbook 2025).
This surge was not driven by any single
flashpoint, but rather stemmed by a
widespread reassessment of national
security priorities across continents:
The United States (U.S.) maintained
its position as the largest spender
with total military expenditure
reaching $997 billion.
European Nations defence spending
increased by 17%—largely due to the
war in Ukraine.
Asia-Pacific region contributed 22%
of global military expenditure, with
China alone allocating $227 billion.
MANAGEMENT DISCUSSION AND ANALYSIS
Both Ukraine and Russia allocated
large portions of GDP to defence:
43% and 7%, respectively, due to
ongoing conflict.
The global defence landscape has
transitioned from a reactive framework
to a strategically driven, forward-looking
model. Governments are committing to
long-term investment on modernisation,
domestic production, and next-
generation systems. From AI integration
to cyber resilience, the industry is
undergoing a foundational shift in how
threats are anticipated and addressed.
WHAT’S DRIVING THE
DEFENCE BOOM
Several converging factors are shaping
the sustained growth of the global
defence sector:
Persistent Geopolitical Conflicts:
Wars in Eastern Europe, unrest in
the Middle East, and friction in the
Indo-Pacific continue to push nations
toward urgent defence spending.
Depletion of Conventional
Weapon Stockpiles:
Existing arsenals, especially for
artillery and precision munitions,
are being depleted faster than
they can be replenished—forcing
rapid procurement.
Next-Gen Equipment:
Many militaries are phasing out
older systems and prioritising
modern assets such as simulated
training, drones, missile shields,
and mobile armour. According to
MarketsandMarkets (2025), the
global airborne defence systems
market alone is projected to grow to
$ 106.2 billion by 2025.
Technological Integration:
Emerging technologies—AI,
autonomy, cyber warfare—are
attracting unprecedented funding.
Drone warfare in particular
has transformed from niche
to mainstream.
Localised Manufacturing:
Countries are building out domestic
supply chains to reduce vulnerability
and secure critical production
lines. Policy frameworks such as the
U.S. CHIPS Act, Europe’s Defence
Industrial Strategy, and India’s
Atmanirbhar Bharat are encouraging
onshore manufacturing of critical
defence equipment.
Economic Rationale:
Defence is now seen not just as a
security imperative but also as a tool
for driving innovation, exports, and
industrial resilience.
MAJOR TRENDS SHAPING
THE FUTURE OF DEFENCE
Artificial Intelligence
and Autonomy:
AI is increasingly embedded into
command systems, surveillance, and
autonomous platforms, transforming
how operations are planned and
executed. Military-grade autonomy is
no longer theoretical; it is operational
in unmanned aerial, ground, and
naval vehicles.
Cybersecurity:
Digital infrastructure is now a frontline
concern. Governments are ramping
up investments to guard against
growing cyber threats. According to
Allied Market Research, the global
cybersecurity market for defence
is projected to exceed $ 50 billion
by 2027.
Green Defence:
Militaries are beginning to factor
in emissions, fuel efficiency, and
alternative energy, aligning security
goals with sustainability.
Immersive Training:
Augmented and virtual reality tools
are improving combat readiness
while cutting down on live training
costs and wear on real equipment.
INDIAN ECONOMY
India maintained its position as the
world’s fastest-growing major economy
in FY25, with GDP projected at 6.5%
as per the National Statistical Office
(NSO), Second Advance Estimates,
February 2025. This growth was driven
by strong manufacturing output, services
expansion, and continued investment
in infrastructure and digital systems.
Despite global headwinds, India’s
macroeconomic fundamentals remain
stable. Inflation is within the central
bank’s tolerance band, the fiscal deficit
is on a consolidation path, and foreign
exchange reserves remain robust.
Importantly, India has benefited from its
diversified trade relationships, increased
domestic manufacturing under the
Atmanirbhar Bharat initiative, and growing
participation in global value chains.
Looking ahead to FY26, the Reserve
Bank of India (RBI) has projected real
GDP growth at 6.5% (RBI Monetary
Policy Statement, April 2025).
The growth is expected due to stable
inflation, rising incomes, and a normal
monsoon are expected to support
consumption in both rural and urban
areas. Government Policy support—such
as the Production-Linked Incentive
(PLI) scheme and expanded digital
services—will likely sustain India’s growth
momentum even amid global uncertainty.
INDIA’S DEFENCE
SECTOR: FROM
IMPORTER TO EXPORTER
India’s defence sector is witnessing a
significant structural shift, transitioning
from an import-reliant framework to a
domestically focused, innovation-led
manufacturing ecosystem.
Overview of India’s Defence Sector
The Union Budget for FY26 allocated
₹6.81 Lakhs Crore (~$ 78.8 billion)
to the Ministry of Defence, making
it the largest allocation among
all ministries.
₹1.80 Lakhs Crore has been
earmarked for capital expenditure, of
which 75% committed to domestic
procurement, ensuring sustained
demand for indigenous defence
manufacturers. (Source: Ministry of
Defence – Press Information Bureau
(PIB) Release, February 2025)
FY25, the defence production
reached a record ₹1.46 lakh Crore,
representing15% increase from the
previous year. (source: Ministry of
Defence Annual Report 2024–25)
Growth of Defence Exports soared
to ₹23,622 Crore (~$ 2.76 billion),
a dramatic rise from ₹686 Crore
in FY14 (Source: Department of
Defence Production (DDP), MoD –
Annual Export Data).
This transformation is being driven by
targeted policy moves—from Positive
Indigenisation Lists to relaxed FDI norms
and the iDEX innovation scheme.
The Government aims to achieve ₹3
Lakhs Crore in defence production and
₹50,000 Crore in exports by 2029,
signalling India’s emergence as a major
player in the global defence supply chain.
Achieving these targets will require
sustained focus on R&D, advanced
manufacturing, and skilled workforce
development, supported by a strong and
self-reliant industrial ecosystem.
SIMULATION: THE NEW
STANDARD IN MILITARY
TRAINING
Simulator-based training has emerged
as a critical component of modern
military preparedness, offering the Indian
Armed Forces a cost-effective, scalable,
and technology-enabled alternative
to traditional field-based training. The
Ministry of Defence has institutionalised
simulator adoption through dedicated
policy frameworks, with a focus on
indigenous development, operational
efficiency, environmental sustainability
and combining self-reliance with
innovation. The framework supports
the development of simulators for key
operational areas and encourages
outsourcing maintenance to Indian firms,
aligning with Atmanirbhar Bharat. This
approach enhances training safety, and
delivers realistic, high-fidelity combat
readiness through advanced, repeatable
simulation environments.
Advanced tools powered by AR, VR, and
AI are transforming how soldiers prepare
for combat. These technologies reduce
the need for live equipment while offering
highly realistic, scenario-based training
environments. According to global
defence market estimates, the defence
simulation and training sector is expected
to grow from $ 13.7 billion in 2024 to
$ 21.1 billion by 2034, at a CAGR
of 7.9%, with India positioned as a
significant contributor to this growth
STRATEGIC REVIEW
30
FINANCIAL STATEMENTS
31
STATUTORY REPORTS
FINANCIAL STATEMENTS
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
MANAGEMENT DISCUSSION AND ANALYSIS
DRONE WARFARE, AUTOMATED
SYSTEMS AND THE NEED FOR
COUNTERMEASURES
The increasing deployment of unmanned
aerial systems (UAS) has fundamentally
transformed the modern battlefield.
Drones, once limited to surveillance
tech, has quickly evolved into low-cost,
high-impact strike capability, operational
flexibility, and capacity for autonomous
or remotely operated precision strikes. As
a result, counter-drone systems are now
vital to national defence strategies.
India’s counter-drone market is forecast
to grow at a staggering 34.8% CAGR,
with market size expected to reach
$430 million by 2030 (Source: Market
Research Future, 2024). Several factors
are fueling this growth:
Ongoing breakthroughs in
AI,sensor fusion and autonomous
decision systems.
Increased domestic R&D
efforts supported by public and
private investment.
Strong government backing for
indigenous solutions.
Modern counter-drone systems rely
on layered defence—combining
radar, radio frequency jamming,
conventional weapons enhanced with
remote capabilities, cyber takeover,
high powered microwaves, kinetic
interceptors, and laser tech to detect,
track, and neutralise threats. India’s
emphasis on developing these systems
domestically not only ensures security
but also builds long-term industrial
capability. These systems need to be
tightly integrated with both soft-kill and
hard kill options. We are advancing the
nation’s capabilities in these crucial areas
through cutting-edge innovation through
self-funded R&D.
ABOUT THE COMPANY
Zen Technologies Limited, established in
1993, has evolved into a leading provider
of advanced defence training solutions
and counter-drone technologies within
India’s rapidly expanding defence
ecosystem. Headquartered in Hyderabad
with strategic operations across India,
UAE, and the United States, the company
has transformed into a comprehensive
defence technology provider addressing
contemporary warfare requirements
through cutting-edge simulation and
security platforms.
The company’s core business offerings
encompasses three primary verticals:
training solutions including live ranges
and virtual simulation systems, cutting-
edge counter-drone detection and
neutralisation technologies, and
advanced military hardware platforms
including robotic surveillance systems
and remote weapon stations.
Zen Technologies maintains an extensive
portfolio of indigenously designed
products ranging from tank crew gunnery
simulators and containerised driving
systems to comprehensive anti-drone
solutions designed for border security
and critical infrastructure protection.
The Company has established itself as
an innovation leader through substantial
research and development investments,
maintaining an impressive portfolio of
85 patents globally. The company’s
commitment to indigenous development
aligns with India’s ‘Make in India’ and
‘Atmanirbhar Bharat’ initiatives.
With over 1,000 training systems
deployed globally and ISO 9001:2015,
ISO/IEC 27001:2022, and CMMI
Maturity Level 5 certifications, Zen
Technologies maintains operational
excellence whilst establishing itself as a
trusted partner for defence and security
forces worldwide.
FINANCIAL
PERFORMANCE REVIEW
Zen Technologies Limited delivered its
strongest financial performance to date
in FY25, achieving new records across
revenue and profitability metrics. The
company’s standalone revenue from
operations stood at ₹93,066.72 Lakhs—
reflecting an impressive 116% jump from
₹43,027.51 Lakhs in FY24. This sharp
rise was largely driven by timely project
execution, both in India and overseas,
across its simulation and counter-
drone portfolios.
Operating profits also witnessed robust
growth. Operational EBITDA reached
₹32,310.17 Lakhs, representing a year-
on-year growth of 79% year-on-year,
translating to an operational EBITDA
margin of 34.7%. Despite ramping
up research & development (R&D)
expenditure, Zen maintained strong
margins supported by its scalable, IP-
driven business model. Net profit (PAT)
nearly doubled reaching ₹26,295.07
Lakhs in FY 25, as operational efficiencies
and a leaner working capital cycle
contributed to the bottom line.
During the year, , the Company raised
₹100,000 Lakhs through a Qualified
Institutional Placement. The proceeds are
being deployed to fund acquisitions and
expand working capital—key steps to
support future growth.
KEY FINANCIAL RATIOS
Particulars
FY25
FY24
% Change
Remarks
Current Ratio (in times)
9.52
2.26
321.62%
The current ratio improved primarily due to
increase in cash and cash equivalents from
QIP funds raised
Debt-Equity Ratio (in times)
0.03
-
100.00%
The ratio has increased due to increase
in borrowings.
Debt Service Coverage Ratio (in times)
18.99
23.28
-18.41%
NA
Return on Equity Ratio (in %)
24.55%
33.47%
-26.64%
The decrease is due to increase in equity
from QIP issue
Inventory turnover ratio (in times)
4.93
1.70
190.57%
Increase in COGS which is commensurate
with the increase in revenues during the
year as resulted in higher inventory ratio
Trade Receivables turnover ratio (in times)
3.40
3.66
-7.05%
NA
Trade payables turnover (in times)
25.16
20.27
24.11%
NA
Net capital turnover ratio (in times)
0.77
1.34
-42.27%
Decrease in ratio is on account of increase
in working capital.
Net profit ratio (in %)
28.25%
30.04%
-5.93%
NA
Return on Capital employed (in %)
20.78%
40.56%
-48.75%
The decrease is due to increase in equity
from QIP issue
Return on Investment*
NA
NA
NA
NA
As of March 31, 2025, the company’s
order book stood at ₹69,194.10 Lakhs,
split between ₹42,239.52 Lakhs in
equipment and ₹26,954.56 Lakhs in
long-term service contracts. This strong
pipeline supports ongoing momentum
and business visibility into the next
fiscal year.
In line with its innovation-led roadmap,
the Company increased its R&D spend to
₹3,301.20 Lakhs in FY 25 from ₹2,665.34
Lakhs in FY 24. Additionally, the Company
committed an incremental investment
of ₹7,000 Lakhs to further enhance
product development infrastructure,
underscoring the company’s long-term
innovation agenda.
ACQUISITIONS DURING
THE YEAR
In FY25, Zen Technologies took major
steps to broaden its capabilities through
targeted acquisitions across different
defence verticals.
The headline acquisition was a 76%
stake in Applied Research International
Private. Limited. (ARIPL), a company with
more than 1,000 installations across
50+ countries in naval and maritime
simulation. This move allows Zen to
diversify into the naval training space and
tap into annuity-based software revenues.
The company also acquired a majority
51% stake in Vector Technics Private.
Limited a startup focused on developing
core components for drones. This
strengthens Zen’s unmanned aerial
vehicle (UAV) ecosystem integration with
the objective to cut India’s dependency
on foreign-sourced drone components.
A third strategic investment was in Bhairav
Robotics Private Limited where Zen took
a 45.33% stake. The startup specializes
in AI-powered robotic warfare platforms.
This acquisition accelerates Zen’s entry
into autonomous land systems with
access to advanced prototypes and
ongoing R&D.
Each of these acquisitions aligns
with Zen’s Make in India strategy
and long-term vision of becoming a
comprehensive, multi-domain defence
tech provider.
OUTLOOK
Looking ahead, Zen Technologies is
well-positioned to capitalise on rising
global and domestic defence spending.
The Company expects to see continued
growth in demand for its training systems,
drone technologies, and surveillance
platforms, especially as governments
prioritise domestic manufacturing and
technology self-reliance.
The recent acquisitions will begin
contributing more meaningfully from
FY26, particularly in broadening Zen’s
reach across land, sea, and air-based
defence domains. The ₹1,000 Crore
capital raise provides the financial
flexibility to pursue further strategic
opportunities and respond quickly to
evolving market demands.
Management remains optimistic about
sustaining double-digit growth in the
coming years, supported by a healthy
order book, ongoing R&D, and strong
alignment with national defence priorities.
STRATEGIC REVIEW
32
FINANCIAL STATEMENTS
33
STATUTORY REPORTS
FINANCIAL STATEMENTS
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
MANAGEMENT DISCUSSION AND ANALYSIS
RISKS AND MITIGATION
Zen Technologies operates in a dynamic and highly regulated industry where innovation, competition, and regulatory changes
can shape both opportunities and risks. The Company actively identifies and manages risks to ensure long-term sustainability.
Key risks and corresponding mitigation strategies include:
R1
COMPETITIVE PRESSURE:
The global defence players often engage in aggressive pricing to win contracts. Zen mitigates this by focusing on product
customisation, superior performance, and long-term service relationships, which differentiate the Company beyond price.
R2
ECONOMIC HEADWINDS:
Macroeconomic slowdowns and fiscal tightening can impact defence budgets and delay procurement cycles. The
Company’s diversified product line and presence across multiple geographies reduce dependence on any single economy.
R3
UNCERTAIN ORDERS:
Developing client-specific systems without confirmed orders can affect cash flow. Zen addresses this by securing
milestone-based agreements and maintaining close collaboration with clients throughout the development process.
R4
PROCUREMENT CHALLENGES:
Government contracts often prioritise the lowest bidder, which may not reflect quality and lifecycle value. Zen invests in cost
optimisation while delivering superior value to remain competitive.
R5
SUPPLY CHAIN DISRUPTIONS:
Global Component shortages, shipping constraints, or geopolitical issues can delay production. To mitigate this, the
company has developed a resilient supplier network and contingency planning strategies.
R5
SUPPLY CHAIN DISRUPTIONS:
Global Component shortages, shipping constraints, or geopolitical issues can delay production. To mitigate this, the
company has developed a resilient supplier network and contingency planning strategies.
R5
Rapid innovation in defence tech may poses a risk of obsolescence. Zen counters this with continuous investment in next-
generation R&D,agile product development practices and collaborates with academic and industry partners to stay at the
forefront of technological relevance.
R6
TECHNOLOGY SHIFTS:
R5
As a developer of defence-grade technologies, Zen operates in a threat-sensitive environment. The Company maintains
robust cybersecurity protocols, undertakes periodic audits, implements ISO/IEC 27001:2022 standards, and ensures
regular staff training to safeguard sensitive data and intellectual property.
R7
CYBERSECURITY
R5
Specialised talent is crucial to product development. Zen fosters a strong internal culture, offers growth opportunities, and
ensures succession planning to retain and develop its workforce.
R8
TALENT RETENTION
HUMAN RESOURCE
DEVELOPMENT AND
INDUSTRIAL RELATIONS
People are central to Zen Technologies’
success. In FY25, the Company continued
investing in its workforce by offering
skill-building programmes and leadership
development tracks. These efforts are
designed to prepare employees for
the demands of an evolving defence
technology landscape.
As of March 31, 2025, Zen employed
more than 395 professionals across
various domains including engineering,
systems design, manufacturing, and
customer support. The company
has worked hard to build a culture
of collaboration, innovation, and
operational discipline.
Zen also places a strong emphasis
on maintaining constructive
industrial relations and open lines of
communication with all stakeholders. This
proactive approach ensures a motivated
workforce aligned with strategic goals.
INTERNAL CONTROL
SYSTEMS AND THEIR
ADEQUACY
Zen Technologies has implemented
a robust internal control system
designed to support the scale and
complexity of its growing operations.
This framework ensures accountability,
financial discipline, and compliance with
applicable regulations.
The internal control environment is
anchored on the following core element:
A well-defined organisational
structure with clearly assigned
roles, responsibilities, and
reporting hierarchies;
Documented policies and standard
operating procedures that govern
key financial, operational, and
compliance-related activities;
Quarterly internal audits conducted
by an independent internal
audit function to assess control
effectiveness, identify gaps, and
recommend improvements;
Oversight by the Audit Committee
of the Board, which monitors the
implementation of audit findings on
quarterly basis and ensures timely
corrective actions.
In FY25, the Company conducted a
comprehensive review of its financial
controls and concluded that the
internal controls were adequate and
operating effectively, with no material
weaknesses identified. The Board and
senior management remain committed
to ensuring transparency and operational
integrity across the organisation.
CAUTIONARY STATEMENT
This report contains forward-
looking statements based on current
expectations, assumptions, and
projections about future events. These
statements involve risks and uncertainties
that could cause actual results to
differ materially.
Readers are advised to consider these
factors carefully. Zen Technologies is
under no obligation to publicly update
any forward-looking statements, whether
as a result of new information, future
developments, or otherwise.
While the Company remains confident in
its strategy, it acknowledges that external
factors—such as global economic
conditions, regulatory changes, or
technological disruptions—may impact
performance in unpredictable ways.
STRATEGIC REVIEW
34
FINANCIAL STATEMENTS
35
STATUTORY REPORTS
FINANCIAL STATEMENTS
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
Corporate Information
CIN
L72200TG1993PLC015939
BOARD OF DIRECTORS
Mr. Ashok Atluri
(DIN: 00056050)
Chairman and Managing Director
Mr. Kishore Dutt Atluri
(DIN: 09691242)
President and Joint Managing Director
Mr. Ravi Kumar Midathala
(DIN: 00089921)
Whole Time Director
Mrs. Shilpa Choudari
(DIN: 06646539)
Whole Time Director
Dr. Ravindra Kumar Tyagi
(DIN: 01509031)
Non-Executive Independent Director
(Upto 31.03.2025)
Dr. Ajay Kumar Singh
(DIN: 08532830)
Non-Executive Independent Director
Mr. Sanjay Vijay Singh Jesrani
(DIN: 02306916)
Non-Executive Independent Director
Ms. Sirisha Chintapalli
(DIN: 08407008)
Non-Executive Independent Director
Mr. Durga Prasad Kode
(DIN: 07946821)
Non-Executive Independent Director
(w.e.f. 28.03.2025)
CHIEF FINANCIAL OFFICER
Mr. Afzal Harunbhai Malkani
COMPANY SECRETARY &
COMPLIANCE OFFICER
Mr. Sourav Dhar
REGISTERED OFFICE
B-42, Industrial Estate,
Sanathnagar, Hyderabad - 500018,
Telangana, India.
Phone: +91- 40 - 23813281, 23812894
Fax: +91- 40 - 23813694
Email id: info@zentechnologies.com
Website: www.zentechnologies.com
BRANCH OFFICE
(Software Division and AI Develpoment Centre)
D. No: 2-91/77/2/ST/11&12,
Signature Towers, Opp. Botanical Gardens,
Kondapur, Serilingampally, Hyderabad,
Telangana - 500084,India.
MANUFACTURING & PRODUCTION FACILITY
(WORK UNIT)
Plot No. 34 part (35, 36 and 37), Hardware Park,
Kancha Imarat, Near Ravirala Village, Maheswaram,
Near Shamshabad International Airport,
Telangana - 501510, India.
STATUTORY AUDITORS
M/s. Ramasamy Koteswara Rao and Co LLP
(FRN: 010396S/S200084)
Chartered Accountants
Hyderabad
SECRETARIAL AUDITORS
M/s. P. S. Rao & Associates
(FRN: P2001TL078000)
Company Secretaries
Hyderabad
COST AUDITORS
M/s. M P R & Associates
(FRN: 000413)
Cost Auditors
Hyderabad
INTERNAL AUDITORS
M/s. NSVR & Associates LLP
(FRN: 8801S/S200060)
Chartered Accountants
Hyderabad
BANKER
HDFC Bank Limited
Indian Bank
Axis Bank Limited
Export Import Bank of India
ICICI Bank Limited
Bajaj Finance Limited
REGISTRAR AND SHARE TRANSFER AGENTS
KFin Technologies Limited
Unit: Zen Technologies Limited
Selenium Tower B, Plot No 31 & 32,
Gachibowli, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad - 500 032
Telangana, India.
Toll free number - 1800-309-4001
Email id: einward.ris@kfintech.com
LISTED WITH
BSE Limited, Mumbai (BSE)
National Stock Exchange of India Limited, Mumbai (NSE)
ZEN TECHNOLOGIES LIMITED
36
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
Notice
NOTICE is hereby given that the 32nd Annual General Meeting (“AGM”) of the members of Zen Technologies Limited
(“the Company”) will be held on Saturday, August 23, 2025, at 9:30 A.M. (IST) through Video Conferencing (“VC”)/Other
Audio Visual Means (“OAVM”) to transact the following business(s):
ORDINARY BUSINESS:
Item No.1: To receive, consider and adopt the
Audited Standalone Financial Statements of the
Company for the financial year ended March
31, 2025, the Report of the Auditors’ thereon
and the Report of the Board of Directors and in
this regard, pass the following resolutions as an
Ordinary Resolutions:
“RESOLVED THAT the Audited Standalone Financial
Statements of the Company for the financial year ended March
31, 2025, the Report of the Auditors’ thereon and the Report of
the Board of Directors be and are hereby received, considered
and adopted.”
Item No.2: To receive, consider and adopt the
Audited Consolidated Financial Statements
of the Company for the financial year ended
March 31, 2025 and the Report of the Auditors’
thereon and in this regard, pass the following
resolutions as an Ordinary Resolutions:
“RESOLVED THAT the Audited Consolidated Financial
Statements of the Company for the financial year ended March
31, 2025, and the Report of the Auditors thereon be and are
hereby received, considered and adopted.”
Item No.3: To declare final dividend on equity
shares for the financial year ended March 31,
2025, and in this regard, pass the following
resolution as an Ordinary Resolution:
“RESOLVED THAT a final dividend at the rate of 200%
i.e. ` 2.00 per fully paid-up Equity Shares of face value of
` 1 each of the Company, as recommended by the Board of
Directors be and is hereby approved for the financial year
ended March 31, 2025.”
Item No.4: To appoint a director in place of Mrs.
Shilpa Choudari (DIN: 06646539), who retires
by rotation and being eligible, offers herself
for re-appointment and in this regard, pass the
following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152
read with the Companies (Appointment and Qualification
of Directors) Rules, 2014 and other applicable provisions
if any of the Companies Act, 2013, Mrs. Shilpa Choudari
(DIN: 06646539), who retires by rotation at this annual
general meeting and being eligible offers herself for
re-appointment, be and is hereby re-appointed as a Director
of the Company, liable to retire by rotation.”
SPECIAL BUSINESS:
Item No.5: Ratification of remuneration payable
to Cost Auditors for the financial year 2025-26:
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148
and other applicable provisions if any of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules,
2014 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), the remuneration payable
to M/s. M P R & Associates., Cost Accountants (Firm Reg
No: 000413), appointed by the Board of Directors, on the
recommendation of the Audit Committee, as Cost Auditors of
the Company to conduct audit of cost records of the Company,
for the financial year ending March 31, 2026, amounting to
` 1,25,000 (Rupees One Lakh Twenty Five Thousand Only)
plus applicable taxes and out of pocket expenses at actuals, in
connection with the aforesaid audit, be and is hereby ratified.
RESOLVED FURTHER THAT the Board of Directors be and are
hereby authorised to do all such acts, deeds, matters and things
as may be necessary, expedient or incidental for the purpose
of giving effect to this resolution and to settle any question or
difficulty in connection herewith and incidental hereto.”
Item No. 6: Appointment of Secretarial Auditor
of the Company:
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
204 and other applicable provisions, if any, of the Companies
Act, 2013 (“the Act”), read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force), and
Regulation 24A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time, and
based on the recommendation of the Audit Committee and
the approval of the Board of Directors of the Company, the
consent of the members of the Company be and is hereby
accorded for appointment of M/s. P.S.Rao & Associates,
Practicing Company Secretaries (Firm Registration No.
P2001TL078000) as the Secretarial Auditor of the Company
for a term of five (5) consecutive years, commencing on April
01, 2025, until March 31, 2030, to conduct a Secretarial Audit
of the Company and to furnish the Secretarial Audit Report.
ZEN TECHNOLOGIES LIMITED
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FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
37
Notes:
RESOLVED FURTHER THAT the Board of Directors of the
Company be and are hereby authorized to fix the annual
remuneration plus applicable taxes and out-of-pocket expenses
payable to them during their tenure as the Secretarial Auditors
of the Company, as determined by the Audit Committee in
consultation with the said Secretarial Auditors.
RESOLVED FURTHER THAT the Board of Directors be and are
hereby authorised to do all such acts, deeds, matters and things
as may be necessary, expedient or incidental for the purpose
of giving effect to this resolution and to settle any question or
difficulty in connection herewith and incidental hereto.”
Place: Hyderabad
By Order of the Board
Date: May 17, 2025
For Zen Technologies Limited
Sourav Dhar
Company Secretary & Compliance Officer
M. No.: ACS 63455
CIN: L72200TG1993PLC015939
Registered Office:
B-42, Industrial Estate, Sanathnagar,
Hyderabad-500018, Telangana, India.
Tel.: +91 40 23814894 Fax: +91 40 23813694
Email id: cosec@zentechnologies.com
Website: www.zentechnologies.com
1.
The explanatory statement pursuant to Section 102 of
the Companies Act, 2013 (‘the Act’) and the rules made
thereunder setting out the material facts and reasons for
the proposed resolutions is annexed to the Notice of the
32nd Annual General Meeting (AGM). Further, pursuant to
Regulation 36(3) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and
Secretarial Standard-2 on General Meetings issued by
the Institute of Company Secretaries of India the relevant
details with respect to ‘Director seeking appointment
and re-appointment at this AGM’ are also provided as
Annexure - A.
2.
The Ministry of Corporate Affairs, Government of India
(“MCA”) vide its General Circular Nos. 14/2020,
20/2020, 02/2021, 19/2021, 21/2021, 02/2022,
10/2022, 09/2023 and 09/2024 dated 8th April 2020,
5th May 2020, 13th January 2021, 8th December 2021, 14th
December 2021, 5th May 2022, 28th December 2022, 25th
September 2023 and 19th September 2024, respectively,
and other circulars issued in this respect (“MCA Circulars”)
allowed, inter-alia, to conduct AGM through Video
Conferencing (VC)/ Other Audio Visual Means (OAVM)
facility. The Securities and Exchange Board of India
(“SEBI”) also vide its Circular No. SEBI/HO/CFD/CFD-
PoD-2/P/CIR/2024/133 dated 3rd October 2024 has
provided certain relaxations from compliance with certain
regulations of the SEBI Listing Regulations. In compliance
with aforesaid MCA Circulars, aforesaid SEBI Circular,
provisions of the Act and the SEBI Listing Regulations, the
32nd AGM of the Company is being conducted through
VC/OAVM facility, which does not require physical
presence of members at a common venue. The deemed
venue for the AGM shall be the Registered Office of the
Company situated at B-42, Industrial Estate, Sanathnagar,
Hyderabad -500018, Telangana, India.
3.
The attendance of the members attending the AGM
through VC/OAVM will be counted for the purpose of
reckoning the quorum under Section 103 of the Act.
Pursuant to the provisions of the Act, a Member entitled to
attend and vote at the AGM is entitled to appoint a proxy
to attend and vote on his/her behalf and the proxy need
not be a Member of the Company. Since this AGM is being
held pursuant to the MCA Circulars through VC/OAVM,
physical attendance of Members has been dispensed
with. Accordingly, the facility for appointment of proxy by
the Members will not be available for this AGM and hence
the Proxy Form, Attendance Slip and route map of AGM
are not annexed to this Notice.
4.
Pursuant to the provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules,
2014 (as amended) the Secretarial Standard on General
Meetings (SS-2) issued by the ICSI and Regulation 44
of SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015 (as amended), and the Circulars issued
by the Ministry of Corporate Affairs from time to time the
Company is providing facility of remote e-Voting to its
Members in respect of the business to be transacted at
the AGM. For this purpose, the Company has entered into
an agreement with KFin Technologies Limited(Kfintech)
for facilitating voting through electronic means, as the
authorized agency. The facility of casting votes by a
member using remote e-Voting system as well as e-voting
on the date of the AGM will be provided by Kfintech. The
detailed instructions for e-voting and attending the 32nd
AGM through VC/ OAVM are given as an attachment to
this Notice.
5.
The statutory registers including Register of Directors and
Key Managerial Personnel and their shareholding, the
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FINANCIAL STATEMENTS
Register of Contracts or Arrangements in which Directors
are interested, maintained under the Act and the
Certificate from the Secretarial Auditors of the Company
certifying that the ESOP Schemes of the Company are
being implemented in accordance with the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, will be available
for inspection by the members during the 32nd AGM.
All documents referred to in the Notice and Explanatory
Statement will be available for inspection in electronic
mode from the date of circulation of this Notice up to
the date of the 32nd AGM. Members who wish to inspect
the register are requested to write to the Company by
sending e-mail to cosec@zentechnologies.com.
6.
In accordance with the aforesaid Circulars, the Notice of
the 32nd AGM along with the Annual Report for the financial
year 2024-25, has been sent only through electronic
mode to the members who have registered their e-mail
addresses with the Company/Depository Participants/
Company’s Registrar and Transfer Agent (“RTA”). The
Notice of 32nd AGM and Annual Report are also available
on the Company’s website at www.zentechnologies.
com, on the website of the Stock Exchanges, i.e. BSE
Limited (“BSE”) at www.bseindia.com and National Stock
Exchange of India Limited (“NSE”) at www.nseindia.
com and on the website of KFin Technologies Limited at
https://evoting.kfintech.com. Physical copy of the Notice
of the 32nd AGM and the Annual Report for the year ended
March 31, 2025 has not been sent to the members.
A letter containing the web-link and QR code to access
the Annual Report for financial year 2024-25 is being sent
separately to the shareholders whose email addresses
are not registered with the Company/Depository
Participants(DPs)/Registrar and Share Transfer Agent.
7.
To support the ‘Green Initiative’, members who have not
yet registered their e-mail address are requested to
register the same with their Depository Participants (‘DP’)
in case the shares are held in dematerialized form and
with the Company/KFintech in case the shares are held in
physical form.
8.
The Company has notified closure of Register of Members
and Share Transfer Books from August 16, 2025 to August
23, 2025 (both days inclusive) for determining the names
of member(s) eligible for dividend on Equity Shares, if
declared at the Meeting.
DIVIDEND RELATED INFORMATION:
9.
The Board has recommended the final dividend of ` 2
per equity share of ` 1 each if declared at the meeting,
will be paid to those members whose names appear in
the Company’s register of members after effecting valid
transfers received upto the close of business hours on
August 23, 2025, subject to deduction of tax at source
pursuant to Finance Act, 2020. In respect of shares held
in electronic form, the dividend will be payable on the
basis of beneficial ownership as per the details provided
as at the close of business hours on August 15, 2025,
by National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (“CDSL”) for
this purpose. The dividend on equity shares, if declared at
the meeting, will be credited/dispatched within 30 days
from the date of this meeting.
10. Members are requested to note that, pursuant to Finance
Act, 2020, dividend income will be taxable in the hands
of the members of the Company w.e.f. April 1, 2020, and
the Company is required to deduct tax at source (“TDS”)
on dividend to be paid to the members at rates prescribe
in the Income Tax Act, 1961. No tax will be deducted
on payment of dividend to the resident individual
shareholders if the total dividend paid does not exceed
` 10,000.
DIVIDEND IN CASE OF NON KYC COMPLIANT
FOLIOS:
11
Shareholders are requested to note that pursuant to the
SEBI circular dated November 03, 2021 (subsequently
amended by circulars dated December 14, 2021, March
16, 2023 and November 17, 2023) mandated that the
security holders (holding securities in physical form),
whose folio(s) were not updated with the KYC details
(any of the details viz., PAN; Choice of Nomination;
Contact Details; Mobile Number: Bank Account Details
and signature, if any) shall be eligible for any payment
including dividend, interest or redemption in respect of
such folios, only through electronic mode with effect from
April 01, 2024.
Shareholders are requested to update the KYC details
by submitting the relevant ISR forms duly filled in along
with self-attested supporting proofs. The forms can be
downloaded from the website of the RTA i.e. https://ris.
kfintech.com/clientservices/isc/isrforms.aspx.
12. Members whose shareholding is in electronic mode are
requested to notify any change in address or bank account
details to their respective depository participant(s) (DP).
Members whose shareholding is in physical mode are
requested to opt for the Electronic Clearing System
(ECS) mode to receive dividend on time and to promote
green initiative, members who have not registered their
email addresses are requested to register the same with
their Depository Participants, in case the shares are held
by them in electronic form and with Kfintech, in case the
shares are held by them in physical form.
13. Members holding shares in electronic mode are:
a.
Requested to submit their PAN and bank account
details to their respective Depository Participants
(“DPs”) with whom they are maintaining their demat
accounts.
b.
Advised to contact their respective DPs for
registering nomination.
14. Members holding shares in physical mode are:
a.
Required to submit their Permanent Account
Number (PAN) and bank account details to the
Company/KFintech, if not registered with the
Company/KFin, as mandated by the SEBI by writing
to the Company at cosec@zentechnologies.com
or to KFin at einward.ris@kfintech.com along with
the details of folio no., self-attested copy of PAN
card, bank details (Bank account number, Bank and
Branch Name and address, IFSC, MICR details) and
cancelled cheque.
b.
Advised to register nomination in respect of their
shareholding in the Company.
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FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
39
15. Non-Resident Indian members are requested to inform
KFin/respective DPs, immediately for:
a.
Change in their residential status on return to India
for permanent settlement.
b.
Particulars of their bank account maintained in India
with complete name, branch, account type, account
number and address of the bank with pin code
number, if not furnished earlier.
16. Members are requested to address all correspondence,
including on dividends, to the Registrar and Share Transfer
Agents, KFin Technologies Limited, Unit: Zen Technologies
Limited, Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad 500032.
IEPF RELATED INFORMATION:
17. The unclaimed equity dividend for the year ended March
31, 2018, will be transferred in the month of November,
2025, to the “Investor Education and Protection Fund
(IEFP)” on expiry of 7 years from the date of transfer to the
Unpaid Dividend Account, pursuant to Section 124 of the
Companies Act, 2013. Members who have not encashed
their dividend warrants for the said financial year or
subsequent year(s) are requested to send the same to
the Company or its Registrars and Share Transfer Agents
(“RTA”) for issue of fresh demand drafts.
18. Pursuant to the provisions of Section 124(6) of the Act
read with Rule 6 of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Amended Rules, 2017 (“the IEPF Rules”), all shares in
respect of which dividend has not been paid or claimed
for seven consecutive years or more (relevant shares) upto
and including the financial year 2016-17 were transferred
by the Company in the name of IEPF from time to time as
prescribed by the Act and rules made thereunder and the
statement containing such details as may be prescribed
is placed on Company’s website at: https://www.
zentechnologies.com/unpaid-unclaimed-dividend
VOTING RESULTS:
19. The Board of Directors has appointed Mr. D. S. Rao,
Practicing Company Secretary (M.No: A12394) as the
‘Scrutinizer’ to scrutinize the remote e-voting process and
voting during the AGM in a fair and transparent manner.
20. The Scrutinizer will submit his report to the Chairman of
the Company or to any other person authorized by him
after completion of scrutiny of the e-voting (votes cast
during the AGM and votes cast through remote e-voting).
The result declared along with the Scrutinizer’s report
shall be communicated to the stock exchanges, RTA,
and will also be displayed on the Company’s website at:
https://www.zentechnologies.com.
OTHER INFORMATION:
21. Members can avail the facility of nomination in respect
of securities held by them in physical form pursuant
to the provision of Section 72 of the Act. Members
desiring to avail this facility may send their nomination in
the prescribed form duly filled-in to Kfintech. Members
holding shares in electronic mode may contact their
respective Depository Participant (DP) for availing this
facility.
22. Members holding shares in identical order of names
in more than one folio are requested to write to the
Company’s Registrars and Share Transfer Agents
enclosing their share certificates to enable consolidation
of their shareholdings in one folio. A consolidated share
certificate will be issued to such members after making
requisite changes.
23. Pursuant to the directions/notifications of Securities
and Exchange Board of India (SEBI) and Depositories,
the demat account holders can operate their accounts
if they had already provided Income Tax Permanent
Account Number (PAN) either at the time of opening
of the account or subsequently. In case they have not
furnished the Income Tax Permanent Account Number to
the Depository Participants, such demat account holders
are requested to contact their DPs with a photocopy of
the PAN Card (with original PAN Card for verification),
so that the frozen demat accounts would be available for
operation and further consequences of non-compliance
with the aforesaid directives would be obviated. SEBI,
vide Circular ref.no. MRD/Dop/Cir-05/2009 dated May
20, 2009 made it mandatory to have PAN particulars for
registration of physical share transfer requests. Based
on the directive contained in the said circulars, all share
transfer requests are therefore to be accompanied with
PAN details.
24. The Company is in compliance with the SEBI circular no.
SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145
dated
August 11, 2023, read with other relevant circulars
regarding Online Dispute Resolution (“ODR”) and the
web-link for the same is made available on the website
of the Company at https://www.zentechnologies.com/
investors
RETIREMENT OF DIRECTORS BY ROTATION:
25. Mrs. Shilpa Choudari (DIN: 06646539) Whole Time
Director of the Company, retires by rotation at the ensuing
annual general meeting and, being eligible, offers herself
for re-appointment. The Board of directors recommends
the re-appointment of Mrs. Shilpa Choudari as a Director,
liable to retire by rotation.
PROCEDURE AND INSTRUCTIONS FOR
REMOTE E-VOTING:
i.
Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 9, 2020, on “e-Voting
facility provided by Listed Companies”, e-Voting process
has been enabled to all the individual demat account
holders, by way of single login credential, through their
demat accounts/websites of Depositories/DPs in order
to increase the efficiency of the voting process.
ii.
In compliance with the provisions of Section 108 of the
Act, read with Rule 20 of the Companies (Management
and Administration) Rules, 2014, as amended from time
to time, Regulation 44 of the SEBI Listing Regulations
and in terms of SEBI vide circular no. SEBI/HO/CFD/
CMD/CIR/P/2020/242 dated December 9, 2020, in
relation to e-Voting facility provided by Listed Entities, the
Members are provided with the facility to cast their vote
electronically, through the eVoting services provided by
ZEN TECHNOLOGIES LIMITED
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ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
KFin, on all the resolutions set forth in this Notice. The
instructions for e-Voting are given herein below.
iii.
Individual demat account holders would be able to
cast their vote without having to register again with the
e-Voting service provider (ESP) thereby not only facilitating
seamless authentication but also ease and convenience
of participating in e-Voting process. Shareholders are
advised to update their mobile number and e-mail ID with
their DPs to access e-Voting facility.
iv.
The remote e-voting facility will be available during the
following period:
Commencement of
remote e-voting
9.00 a.m. (IST) on
Wednesday, August 20, 2025
End of remote
e-voting
5.00 p.m. (IST) on Thursday,
August 22, 2025
v.
The voting rights of members shall be in proportion to their
shares in the paid-up equity share capital of the Company
as on the cut-off date ie. Friday, August 15, 2025.
vi.
Any person holding shares in physical form and non-
individual shareholders, who acquires shares of the
Company and becomes a Member of the Company after
sending of the notice and holding shares as of the cut-off
date, may obtain the login ID and password by sending
a request at evoting@Kfintech.com. However, if he/she is
already registered with KFintech for remote e-voting then
he/she can use his/her existing User ID and password for
casting vote.
vii.
In case of Individual Shareholders holding securities in
demat mode and who acquires shares of the Company
and becomes a Member of the Company after sending
of the notice and holding shares as of the cut-off date may
follow steps mentioned below under “Login method for
remote e-Voting and joining virtual meeting for Individual
shareholders holding securities in demat mode”.
viii. The details of the process and manner for remote e-voting
and e-AGM are explained herein below:
Step 1: Access to Depositories e-Voting system in case of
individual shareholders holding shares in demat
mode.
Step 2: Access to KFintech e-Voting system in case of
shareholders holding shares in physical and non-
individual shareholders in demat mode.
Step 3: Access to join virtual meetings(e-AGM) of the
Company on KFin system to participate e-AGM
and vote at the AGM.
DETAILS ON STEP 1 ARE MENTIONED BELOW:
I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode:
Type of shareholders
Login Method
Individual Shareholders
holding securities in demat
mode with NSDL
1
User already registered for IDeAS facility:
a)
Visit URL: https://eservices.nsdl.com
b)
Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.
c)
On the new page, enter User ID and Password. Post successful authentication,
click on “Access to e-Voting”
d)
Click on Company name or e-Voting service provider and you will be
redirected to e-Voting service provider website for casting the vote during
the remote e-Voting period.
2
User not registered for IDeAS e-Services:
a)
To register click on link: https://eservices.nsdl.com
b)
Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
c)
Proceed with completing the required fields.
d)
Follow steps given in points 1.
3
Alternatively by directly accessing the eVoting website of
NSDL:
a)
Open URL: https://www.evoting.nsdl.com/
b)
Click on the icon “Login” which is available under ‘Shareholder/Member’
section.
c)
A new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number held with NSDL), Password/OTP and a
Verification Code as shown on the screen.
d)
Post successful authentication, you will requested to select the name of the
Company and the e-Voting Service Provider name, i.e. KFin.
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ANNUAL REPORT 2024-25
41
Type of shareholders
Login Method
e)
On successful selection, you will be redirected to KFin e-Voting page for
casting your vote during the remote eVoting period.
f)
Members can also download the NSDL Mobile App “NSDL Speede” facility
by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders
holding securities in demat
mode with CDSL
1
Existing user who have opted for Easi/Easiest:
a)
Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.
cdslindia.com
b)
Click on New System Myeasi.
c)
Login with your registered user id and password.
d)
The user will see the e-voting menu. The menu will have links of ESP i.e. KFin
e-voting portal.
e)
Click on e-Voting service provider name to cast your vote.
2
User not registered for Easi/Easiest:
a)
Option to register is available at https://web.cdslindia.com/myeasi/
Registration/EasiRegistration
b)
Proceed with completing the required fields.
c)
Follow the steps given in point 1.
3
Alternatively, by directly accessing the e-voting website of CDSL:
a)
Visit URL: www.cdslindia.com
b)
Provide your demat Account Number and PAN.
c)
System will authenticate user by sending OTP on registered Mobile & Email as
recorded in the demat Account.
c)
After successful authentication, user will be provided links for the respective
ESP, i.e., Kfintech where the e-Voting is in progress.
Individual shareholder
login through their demat
accounts/website of
Depository Participant
1)
You can also login using the login credentials of your demat account through your
DP registered with NSDL/CDSL for e-Voting facility.
2)
Once logged-in, you will be able to see e-Voting option. Once you click on e-voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature.
3)
Click on options available against Company name or e-Voting service provider –
KFin and you will be redirected to e-Voting website of KFin for casting your vote
during the remote e-Voting period without any further authentication.
Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot user ID and Forgot Password
option available at respective websites. Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. NSDL and CDSL.
Login type
Helpdesk details
Securities held
with NSDL
Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020
990 and 1800 22 44 30
Securities held
with CDSL
Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-
23058738 or 022-23058542-43
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ANNUAL REPORT 2024-25
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FINANCIAL STATEMENTS
DETAILS ON STEP 2 ARE MENTIONED BELOW:
II) Login method for e-Voting for shareholders
other than Individual’s shareholders holding
securities in demat mode and shareholders
holding securities in physical mode:
A.
Members whose email IDs are registered with the
Company/Depository Participants (s), will receive an
email from KFintech which will include details of E-Voting
Event Number (EVEN), USER ID and password. They will
have to follow the following process:
i.
Launch internet browser by typing the URL: https://
evoting.kfintech.com/login.aspx
ii.
Enter the login credentials (i.e. User ID and
password). In case of physical folio, User ID will be
EVEN (E-Voting Event Number) 9000, followed by
folio number. In case of Demat account, User ID
will be your DP ID and Client ID. However, if you
are already registered with KFintech for e-voting,
you can use your existing User ID and password for
casting the vote.
iii.
After entering these details appropriately, click on
“LOGIN”.
iv.
You will now reach password change Menu wherein
you are required to mandatorily change your
password. The new password shall comprise of
minimum 8 characters with at least one upper case
(A- Z), one lower case (a-z), one numeric value (0-9)
and a special character (@,#,$, etc.,). The system will
prompt you to change your password and update
your contact details like mobile number, email ID etc.
on first login. You may also enter a secret question
and answer of your choice to retrieve your password
in case you forget it. It is strongly recommended
that you do not share your password with any other
person and that you take utmost care to keep your
password confidential.
v.
You need to login again with the new credentials.
vi.
On successful login, the system will prompt you to
select the “EVENT” i.e., ‘Zen Technologies Limited-
AGM” and click on “Submit”.
vii.
On the voting page, enter the number of shares
(which represents the number of votes) as on the
Cut-off Date under “FOR/AGAINST” or alternatively,
you may partially enter any number in “FOR” and
partially “AGAINST” but the total number in “FOR/
AGAINST” taken together shall not exceed your
total shareholding as mentioned herein above. You
may also choose the option ABSTAIN. If the Member
does not indicate either “FOR” or “AGAINST” it will
be treated as “ABSTAIN” and the shares held will not
be counted under either head.
viii. Members holding multiple folios/demat accounts
shall choose the voting process separately for each
folio/demat accounts.
ix.
Voting has to be done for each item of the notice
separately. In case you do not desire to cast your vote
on any specific item, it will be treated as abstained.
x.
You may then cast your vote by selecting an
appropriate option and click on “Submit”.
xi.
A confirmation box will be displayed. Click “OK” to
confirm else “CANCEL” to modify. Once you have
voted on the resolution(s), you will not be allowed
to modify your vote. During the voting period,
Members can login any number of times till they
have voted on the resolution(s).
xii.
Corporate/Institutional Members (i.e. other than
Individuals, HUF, NRI etc.) are also required to send
scanned certified true copy (PDF Format) of the
Board Resolution/Authority Letter etc., authorizing
its representative to attend the AGM through VC/
OAVM on its behalf and to cast its vote through
remote e-Voting and e-Voting conducted during the
AGM. Together with attested specimen signature(s)
of the duly authorised representative(s), to the
Scrutinizer at email id rao_ds7@yahoo.co.in with
a copy marked to evoting@kfintech.com. The
scanned image of the above-mentioned documents
should be in the naming format “Corporate Name -
Event No”.
B.
Members whose email IDs are not registered with the
Company/Depository Participants(s), and consequently
the Annual Report, Notice of AGM and e-voting
instructions cannot be serviced, will have to follow the
following process:
i.
Members who have not registered their email
address and in consequence the Annual Report,
Notice of AGM and e-voting instructions cannot be
serviced, may temporarily get their email address
and mobile number provided with KFin, by accessing
the link: https://ris.kfintech.com/clientservices/
mobilereg/mobileemailreg.aspx
Members are requested to follow the process as
guided to capture the email address and mobile
number for sending the soft copy of the notice and
e-voting instructions along with the User ID and
Password. In case of any queries, member may write
to einward.ris@kfintech.com.
ii.
Alternatively, member may send an e-mail request
at the email id einward.ris@kfintech.com along with
signed scanned copy of the request letter providing
the email address, mobile number, self-attested PAN
copy and Client Master copy in case of electronic
folio and copy of share certificate in case of physical
folio for sending the Annual report, Notice of AGM
and the e-voting instructions.
iii.
After receiving the e-voting instructions, please
follow all steps above to cast your vote by electronic
means.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
43
DETAILS ON STEP 3 ARE MENTIONED BELOW:
III) Instructions for all the shareholders, including
Individual, other than Individual and Physical,
for attending the AGM of the Company through
VC/OAVM and e-Voting during the meeting:
i.
Member will be provided with a facility to attend the AGM
through VC/OAVM platform provided by KFin. Members
may access the same at https://emeetings.kfintech.com/
by using the e-voting login credentials provided in the
email received from the Company/KFin. After logging in,
click on the Video Conference tab and select the EVEN of
the Company. Click on the video symbol and accept the
meeting etiquettes to join the meeting. Please note that
the members who do not have the User ID and Password
for e-Voting or have forgotten the User ID and Password
may retrieve the same by following the remote e-Voting
instructions mentioned above.
ii.
Facility for joining AGM though VC/OAVM shall open
atleast15 minutes before the commencement of the
Meeting.
iii.
Members are encouraged to join the Meeting through
Laptops/Desktops with Google Chrome (preferred
browser), Safari, Internet Explorer, Microsoft Edge, Mozilla
Firefox 22.
iv.
Members will be required to grant access to the webcam
to enable VC/OAVM. Further, Members connecting from
Mobile Devices or Tablets or through Laptop connecting
via Mobile Hotspot may experience Audio/Video loss due
to fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.
v.
As the AGM is being conducted through VC/OAVM,
for the smooth conduct of proceedings of the AGM,
Members are encouraged to express their views/send
their queries in advance mentioning their name, demat
account number/folio number, email id, mobile number
at
cosec@zentechnologies.com
Questions/queries
received by the Company till August 20, 2025, shall only
be considered and responded during the AGM.
vi.
The Members who have not cast their vote through
remote e-voting shall be eligible to cast their vote through
e-voting system available during the AGM. E-voting during
the AGM is integrated with the VC/OAVM platform. The
Members may click on the voting icon displayed on the
screen to cast their votes.
vii.
A Member can opt for only single mode of voting i.e.,
through Remote e-voting or voting at the AGM. If a
Member casts votes by both modes, then voting done
through Remote e-voting shall prevail and vote at the
AGM shall be treated as invalid.
viii. Facility of joining the AGM through VC/OAVM shall be
available for atleast 2000 members on first come first
served basis.
ix.
Institutional Members are encouraged to attend and vote
at the AGM through VC/OAVM.
OTHER INSTRUCTIONS:
i.
Speaker Registration: The Members who wish to speak
during the meeting may register themselves as speakers
for the AGM to express their views. They can visit https://
emeetings.kfintech.com and login through the user id
and password provided in the mail received from KFin.
On successful login, select ‘Speaker Registration’ which
will open from 9.00 a.m. (IST) on Monday, August 18,
2025 to 5.00 p.m. (IST) on Wednesday, August 20, 2025.
Members shall be provided a ‘queue number’ before the
meeting. The Company reserves the right to restrict the
speakers at the AGM to only those Members who have
registered themselves, depending on the availability of
time for the AGM.
ii.
In case of any query and/or grievance, in respect of
voting by electronic means, Members may refer to the
Help & Frequently Asked Questions (FAQs) and E-voting
user manual available at the download section of https://
evoting.kfintech.com (Kfintech Website) or write at
evoting@kfintech.com
or
einward.ris@kfintech.com
or call KFintech’s toll free No. 1-800-309-4001 for any
further clarifications.
iii.
The Members, whose names appear in the register of
members/list of Beneficial Owners as on the close of
Friday, August 15, 2025, being the cut-off date, are
entitled to vote on the resolutions set forth in this Notice. A
person who is not a member as on the cut-off date should
treat this notice for information purposes only. Once the
vote on a resolution(s) is cast by the Member, the Member
shall not be allowed to change it subsequently.
iv.
In case a person has become a Member of the Company
after dispatch of AGM Notice but on or before the cut-
off date for E-voting, he/she may obtain the User ID and
Password in the manner as mentioned below:
a)
If the mobile number of the member is registered
against Folio No./DP ID Client ID, the member
may send SMS: MYEPWD <space> E-Voting
Event Number and Folio No. or DP ID Client ID to
9212993399.
•
Example for NSDL: MYEPWD <SPACE>
IN12345612345678
•
Example for CDSL: MYEPWD <SPACE>
1402345612345678
•
Example for Physical: MYEPWD <SPACE>
XXXX1234567890
b)
If e-mail address or mobile number of the member
is registered against Folio No./DP ID Client ID, then
on the home page of https://evoting.kfintech.com/,
the member may click “Forgot Password” and enter
Folio No. or DP ID Client ID and PAN to generate a
password.
c)
Members who may require any technical assistance
or support before or during the AGM are requested
to contact KFin at toll free number 1-800-309-4001
or write to them at evoting@kfintech.com.
ZEN TECHNOLOGIES LIMITED
44
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
Item No.5: Ratification of remuneration payable
to Cost Auditors for the financial year 2025-26:
Pursuant to Section 148 and other applicable provisions if any
of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time,
the Company is required to have the audit of its cost records
conducted by a cost accountant in practice.
The Board, on the recommendation of the Audit Committee, at
its meeting held on May 17, 2025, approved the appointment
and remuneration payable to the cost auditors, M/s. M P R
& Associates, Cost Accountants (Firm Reg. No: 000413),
Hyderabad, to conduct the audit of the cost records of the
Company for the financial year 2025-26, at a remuneration of
` 1,25,000 plus applicable taxes and out of pocket expenses,
at actuals in connection with the aforesaid audit.
M/s. M P R & Associates, Cost Accountants (Firm Reg. No:
000413), Hyderabad, have furnished a certificate regarding
their eligibility for appointment as Cost Auditors of the
Company. They have vast experience in the field of cost audit.
In accordance with the provisions of Section 148 of the
Companies Act, 2013 read with Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, the remuneration payable to
the Cost Auditors as recommended by the Audit Committee
and approved by the Board of Directors needs to be ratified
by the members of the Company. Accordingly, consent of the
members is being sought for ratification of the remuneration
payable to the Cost Auditors for the financial year 2025-26.
None of the Directors, Key Managerial Personnel of the
Company and their relatives are, in any way, concerned or
interested, financially or otherwise, in the resolution set out at
Item No. 5 of the accompanying Notice of the 32nd AGM.
Accordingly, the Board of Directors recommends aforesaid
matter to the members for their approval by way of an Ordinary
Resolution as set out at Item No. 5 of the accompanying Notice
of the 32nd AGM.
Item No. 6: Appointment of Secretarial Auditor
of the Company:
In accordance with the provisions of Section 204 and
other applicable provisions if any of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, (“the Act”) and Regulation 24A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), M/s. P S Rao & Associates, Practicing
Company Secretaries (Firm Registration Number –
P2001TL078000) has served as Secretarial Auditors of the
Company for the financial year 2024-25.
In terms of Regulation 24A of SEBI Listing Regulations read
with SEBI notification dated December 12, 2024, and other
applicable provisions, shareholders’ approval is required for
matter of Secretarial Auditors. Further, such Secretarial Auditor
must be a peer reviewed Company Secretary from Institute
of Company Secretaries of India (ICSI) and should not have
incurred any of the disqualifications as specified by SEBI.
The maximum tenure of the Secretarial Auditor in case it is
a firm shall not be for not more than two (2) terms of five (5)
consecutive years.
M/s P. S. Rao & Associates, a firm of Practicing Company
Secretaries, was founded in 1994 by Mr. P. S. Rao, B.Com., ACS.
Over the years, the Firm has established a strong reputation for
providing secretarial, legal, and consultancy services to a wide
spectrum of listed and unlisted companies. Supported by a team
of competent professionals, both qualified and semi-qualified,
the Firm has built significant expertise in matters relating to the
Companies Act, SEBI regulations, Stock Exchanges, and FEMA.
With over three decades of expertise, the Firm has a proven
track record in handling mergers, acquisitions, takeovers,
demergers, and corporate restructurings, ensuring compliance
with the provisions of the Companies Act, 2013, Income Tax
laws, and SEBI Regulations. The Firm offers a comprehensive
suite of corporate services, including secretarial, legal,
general consultancy, and capital market advisory, catering to
diverse companies and business groups on both turnkey and
retainership engagements.
Taking into account the above requirements, along with an
evaluation of proposals received by the Company and the
consideration of factors such as technical skills, independence,
industry experience, expertise, audit partners, audit team,
quality of audit practices, and past association with the
Company, the Board of Directors, on the recommendation
of the Audit Committee, has approved the appointment of
M/s. P S Rao & Associates, Practicing Company Secretaries
as Secretarial Auditors of the Company for a term of five
consecutive years, to hold office from the conclusion of this
32nd Annual General Meeting till the conclusion of 37th Annual
General Meeting of the Company to be held in the Year 2030,
covering the period from the financial year ending on March
31, 2026 till financial year ending March 31, 2030, subject to
the approval of the members of the Company.
The Board of Directors in consultation with the Audit
Committee and M/s. P S Rao & Associates, fixed the
remuneration payable for the financial year 2025-26 at
` 1,50,000 (Rupees One Lakh Fifty Thousand Only), plus any
out of pocket expenses incurred by them in connection with
the audit and other applicable taxes.
The Company has received written consent from M/s. P S
Rao & Associates confirming their eligibility and willingness
to be appointed as the Secretarial Auditors of the Company.
They have also confirmed that they meet the requirements to
be appointed as Secretarial Auditors in accordance with the
provisions of the Act and SEBI Listing Regulations, and they
hold a valid certificate issued by the Peer Review Board of ICSI
and that they have not incurred any of the disqualifications as
specified by the SEBI. The partners of M/s. P S Rao & Associates,
who are Peer Reviewed Company Secretaries, are authorized
to act and sign on behalf of the firm.
The appointment, if made, complies with the applicable
provisions of the Act and SEBI Listing Regulations. The Board of
Directors in consultation with the Audit Committee and M/s. P
S Rao & Associates, may alter or vary the terms and conditions
of appointment, including remuneration, in such manner and to
such extent as may be mutually agreed.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 READ
WITH THE RULES MADE THEREUNDER:
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
45
None of the Directors, Key Managerial Personnel of the
Company and their relatives are, in any way, concerned or
interested, financially or otherwise, in the resolution set out at
Item No. 6 of the accompanying Notice of the 32nd AGM.
Accordingly, the Board of Directors recommends aforesaid
appointment to the members for their approval by way of an
Ordinary Resolution as set out at Item No. 6 of the accompanying
Notice of the 32nd AGM.
Place: Hyderabad
By Order of the Board
Date: May 17, 2025
For Zen Technologies Limited
Sourav Dhar
Company Secretary & Compliance Officer
M. No.: ACS 63455
CIN: L72200TG1993PLC015939
Registered Office:
B-42, Industrial Estate, Sanathnagar,
Hyderabad-500018, Telangana, India.
Tel.: +91 40 23814894 Fax: +91 40 23813694
Email id: cosec@zentechnologies.com
Website: www.zentechnologies.com
ZEN TECHNOLOGIES LIMITED
46
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
Annexure - A
Details of Directors seeking appointment/re-appointment at the 32nd Annual General Meeting
(Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2)
Name of the Director
Mrs. Shilpa Choudari
Director Identification Number (DIN)
06646539
Age
44 years
Qualification
A Bachelors Degree of Technology from JNTU and a Master’s degree
from Badruka Institute of Foreign Trade with specialisation in Finance and
Foreign Trade.
Date of first appointment on the Board
November 01, 2020
Relationship between Directors, Manager and other
Key Managerial Personnel inter se
Mrs. Shilpa Choudari is spouse of Mr. Ashok Atluri (Chairman and
Managing Director of the Company).
Brief Profile and Expertise in specific
functional area
Mrs. Shilpa Choudari was with HDFC Bank as a Personal Banker where
she worked for a year.
She also worked as Research Associate and AGM Sales and Marketing
for Zen Technologies Limited from 2009 to 2015 and hence has deep
knowledge of Zen’s products, processes and work culture. Before joining
Zen Technologies Limited, Shilpa worked for ICFAI Research Centre from
2007 to 2009 wherein she published many articles in over 10 books on
different subjects.
Terms and Conditions along with details of
remuneration sought to be paid
As per the resolution passed by the shareholders at their meeting held
on September 16, 2023.
Last Remuneration drawn (` In Lakhs)
` 59.85
Directorships held in other Companies
1. Anvizen Consultants Private Limited
2. Vensam Infrastructure (India) Private Limited
3. Unistring Tech Solutions Private Limited
Committee position held in other companies
Nil
Listed entities from which the Director has resigned
from Directorship in last 3 (three) years
Nil
Shareholding in the company as on March 31, 2025
Nil
Number of Board meetings attended during
FY2024-25
4 out of 4 in FY 2024-25
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
47
Director's Report
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:
(` 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 (`) (face value ` 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 ` 93,066.72 Lakhs in
FY 2024-25, against ` 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
` 37,150.54 Lakhs, up from ` 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 ` 35,199.05 Lakhs compared with ` 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 ` 2 per equity
share of ` 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 ` 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 ` 2,000 Lakhs
divided into 20,00,00,000 equity shares of ` 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
ZEN TECHNOLOGIES LIMITED
48
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
Company had allotted 62,46,096 equity shares of face value
of ` 1 each to Qualified Institutions Buyers (QIBs) at ` 1,601 per
equity share aggregating to ` 1,00,000 Lakhs.
Accordingly, there was an increase in paid up share capital by
` 62.46 Lakhs, consequent to allotment of shares to QIBs. Total
paid up share capital of the Company as on March 31, 2025
was ` 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 ` 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 ` 1
each at a price of ` 1,601 per equity share, including a premium
of ` 1,600 per Equity Share aggregating to ` 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 ` 17,437.42 Lakhs for the year ended March 31, 2025, and
Profit after tax was ` 3,943.93 Lakhs.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
49
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 ` 13,739.27 Lakhs for the year ended March 31, 2025, and
Profit after tax was ` 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 ` 44.34 Lakhs for the year ended March 31, 2025, and Loss
for the year was ` 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 ` 99.00 Lakhs for the year ended March 31, 2025, and Loss
for the year was ` 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 ` 236.30 Lakhs for the year ended March 31, 2025, and
Loss for the year was ` 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 ` 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
ZEN TECHNOLOGIES LIMITED
50
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
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).
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
51
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
Mr. Ravi Kumar Midathala, Member
Mr. Kishore Dutt Atluri, Member
Mrs. Shilpa Choudari, Member
Mr. Ashok Atluri, Member
Investment and Finance Committee
ZEN TECHNOLOGIES LIMITED
52
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
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
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
53
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 ` 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.
ZEN TECHNOLOGIES LIMITED
54
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
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.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
55
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
` 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.
ZEN TECHNOLOGIES LIMITED
56
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
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
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
57
Annexure - I
FORM NO. AOC – 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures
Part "A": Subsidiaries
(` in Lakhs)
1
Name of the subsidiary
Unistring
Tech
Solutions
Private
Limited
Zen
Technologies
USA, Inc.
Zen Medical
Technologies
Private
Limited
Zen UAE
Defence
LLC
AiTuring
Technologies
Private
Limited
Applied
Research
International
Private
Limited
ARI Labs
Private
Limited
Vector
Technics
Private
Limited
2.
Date since when
subsidiary was acquired
May 08,
2019
March 09,
2018
September
29, 2020
November
15, 2022
March 30,
2024
February
28,2025
February
28,2025
February
24, 2025
3
Reporting period for the
subsidiary concerned, if
different from the holding
Company’s reporting
period
NA
NA
NA
NA
NA
NA
NA
NA
4
Reporting currency and
Exchange rate as on the
last date of the relevant
Financial year in the case
of foreign subsidiaries.
NA
1 USD =
83.3739 INR
NA
1 AED
=22.6551
INR
NA
NA
NA
NA
5
Share capital
(` in Lakhs)
56.63
10,120.78
75.20
34.00
2.04
132.87
3.51
1.29
6
Reserves & surplus
6,464.32
(1,675.60)
(35.04)
(6.03)
359.02
6,568.46
28.62
449.73
7
Total assets
10,521.08
8,992.48
40.41
30.92
856.00
11,304.17
510.25
585.81
8
Total Liabilities
4,000.12
547.29
0.25
2.94
494.94
4,602.86
478.11
134.79
9
Investments
-
-
-
-
-
6.56
-
-
10
Turnover
17,437.42
-
-
-
236.30
2,222.63
1.53
19.59
11
Profit before taxation
5,379.55
(434.71)
(2.23)
(2.65)
(33.88)
852.41
2.51
(19.19)
12
Provision for taxation
1,435.62
-
-
-
(0.62)
338.90
0.66
(4.60)
13
Profit after taxation
3,943.93
(434.71)
(2.23)
(2.65)
(33.26)
513.51
1.86
(14.59)
14
Proposed Dividend
--
--
--
--
--
-
-
-
15
% of shareholding
51%
100%
100%
99%
51%
76%
100%
51%
Notes:
1.
Names of subsidiaries which are yet to commence operations: Zen Technologies USA, Inc. and Zen UAE Defence LLC
2.
Names of subsidiaries which have been liquidated or sold during the year: Nil
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures:
1
Name of the Associate
Bhairav Robotics Private Limited
2
Date on which the associate was associated or acquired
March 18, 2025
3
Share of Associate held by the Company on the year end
A) Number
9,205
B) Amount of Investment in Associate
399.95 Lakhs
C) Extent of Holding %
45.33%
5
Description of how there is significant influence
Significant influence means a control of at least
20% of the total shares capital or of business
decisions under an agreement. Since the holding
of the company is more than 20% hence there is
significant influence
ZEN TECHNOLOGIES LIMITED
58
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
6
Reason why the associate is not consolidated
NA
7
Net worth attributable to shareholding as per latest audited Balance
Sheet
` 329.50 Lakhs
8
Profit/Loss for the year
A) Considered in Consolidation
` (3.80) Lakhs
B) Not considered in Consolidation
-
For and on behalf of the Board
Place: Hyderabad
Ashok Atluri
Date: May 17, 2025
Chairman and Managing Director
DIN: 00056050
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures: (Contd.)
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
59
Annexure - II
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014)
Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1)
of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.
1.
There are no contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 which are not at arm’s length basis.
2.
Details of material contracts or arrangement or transactions at arm’s length basis:
S. No
Name(s) of the
related party
and nature of
relationship
Nature of
contracts/
arrangements/
transactions
Duration of
the contracts/
arrangements/
transactions
Date(s) of
approval by
the Board, if
any:
Salient terms of the contracts or
arrangements or transactions,
including the value, if any:
1
Unistring Tech
Solutions Private
Limited (UTS),
Subsidiary
Company
Purchase of goods
Ongoing
May 04, 2024
During the year 2024-25,
` 14,587.28 Lakhs was paid to UTS.
2
Purchase of capital
goods
Ongoing
During the year 2024-25,
` 756.31 Lakhs was paid to UTS.
3
Advance for
material supplies
Ongoing
During the year 2024-25,
` 14,388.26 Lakhs was paid to UTS.
For and on behalf of the Board
Place: Hyderabad
Ashok Atluri
Date: May 17, 2025
Chairman and Managing Director
DIN: 00056050
ZEN TECHNOLOGIES LIMITED
60
ANNUAL REPORT 2024-25
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STATUTORY REPORTS
FINANCIAL STATEMENTS
Annexure - III
Details in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(i)
The ratio of remuneration of each director to the median remuneration of the employees and the percentage increase in
remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary of the Company for the
financial year:
S. No
Name of the Director/KMP, Designation
Ratio of remuneration to
the median remuneration
of the employees
Percentage increase
in remuneration
1
Mr. Ashok Atluri, Chairman and Managing Director
268.29
63.64%
2
Mr. Kishore Dutt Atluri, President and Joint Managing
Director
238.11
81.87%
3
Mr. Ravi Kumar Midathala, Whole-time Director
15.38
-0.53%
4
Mrs. Shilpa Choudari, Whole-time Director
12.42
51.42%
5
Mr. Sanjay Vijay Kumar Jesrani, Non Executive
Independent Director@
-
-
6
Dr. Ravindra Kumar Tyagi, Non Executive
Independent Director@
-
-
7
Dr. Ajay Kumar Singh, Non Executive Independent
Director#
-
-
8
Ms. Sirisha Chintapalli, Non Executive Independent
Director@
-
-
9
Mr. Afzal Harunbhai Malkani, Chief Financial Officer
19.73
46.15%
10
Mr. Sourav Dhar, Company Secretary & Compliance
Officer*
-
-
*The remuneration paid in FY 2024-25 was for part of the year. Therefore, percentage increase is not comparable, hence not stated.
@Independent Director were paid sitting fees for attending the Board and Committee Meetings
#Dr. Ajay Kumar Singh has wavied off his sitting fee for attending the Board and Committee Meeting during the FY 2024-25.
For and on behalf of the Board
Place: Hyderabad
Ashok Atluri
Date: May 17, 2025
Chairman and Managing Director
DIN: 00056050
(ii)
The percentage increase in the median remuneration of
employees in the financial year: 15.87%
(iii)
The number of permanent employees on the rolls of
Company: There were 395 permanent employees on the
rolls as on March 31, 2025.
(iv) The average percentage increase already made in the
salaries of employees other than managerial personnel
was 10 %
Percentile increases in the managerial remuneration
and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial
remuneration: 48.78%
(v)
It is hereby affirmed that the remuneration paid is as per
the Remuneration Policy, applicable for Directors, Key
Managerial Personnel and other employees, adopted by
the Company.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
61
Annexure - IV
Annual Report on CSR Activities for the FY 2024-25
(As per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014)
1. Brief outline on CSR Policy of the Company
Corporate Social Responsibility (CSR) reflects Zen’s commitment to operating in a manner that balances economic growth with
social and environmental well-being. Zen is committed conducting its business responsibly, sustainably, and inclusively. The CSR
Policy articulates the Zen’s approach to contributing meaningfully to the development of communities and addressing pressing
social and environmental challenges. The Company undertakes CSR initiatives in accordance with Schedule VII of the Companies
Act, 2013, with a focus on promoting inclusive growth, social equity, and long-term value creation.
This Policy applies to all CSR activities undertaken by the Company, either directly or through implementing partners. It serves as
a guiding framework to ensure that the Company’s actions go beyond legal compliance and are aligned with the highest ethical
standards and internationally accepted norms. The goal is to generate a positive and measurable impact on stakeholders including
the environment, employees, consumers, communities, and society at large by embedding responsibility and accountability into the
Company’s decision-making and business processes
2. Composition of the CSR Committee:
S.
No
Name
Designation/Nature of
Directorship
Number of meetings
of CSR Committee
held during the year
Number of meetings
of CSR Committee
attended during the year
1.
Ms. Sirisha Chintapalli*
Chairman
-
-
2.
Mr. Ashok Atluri
Member
2
2
3.
Dr. Ravindra Kumar Tyagi
Member
2
1
4.
Mr. Ravi Kumar Midathala
Member
2
2
5.
Mrs. Shilpa Choudari*
Member
-
-
* Inducted on March 01, 2025.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved
by the board are disclosed on the website of the Company.
a)
Composition of the CSR committee: https://www.zentechnologies.com/leader/board-committees
b)
CSR Policy at: https://www.zentechnologies.com/policies-and-code-of-conduct
c)
CSR Projects approved by the Board https://www.zentechnologies.com/CSR
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects
carried out in pursuance of sub-rule (3) of rule 8, if applicable.
Not Applicable.
5. a)
Average net profit of the Company as per sub-section (5) of section 135: ` 7,964.87 Lakhs
b)
Two percent of average net profit of the Company as per sub-section (5) of section 135: ` 159.30 Lakhs
c)
Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil
d)
Amount required to be set-off for the financial year, if any: Nil
e)
Total CSR obligation for the financial year [(b)+(c)-(d)]. ` 159.30 Lakhs
6. a)
Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ` 76.85 Lakhs
b)
Amount spent in Administrative Overheads: Nil
c)
Amount spent on Impact Assessment, if applicable: Nil
d)
Total amount spent for the Financial Year [(a)+(b)+(c)]: ` 76.85 Lakhs
ZEN TECHNOLOGIES LIMITED
62
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
e)
CSR amount spent or unspent for the Financial Year:
Total Amount
Spent for the
Financial Year.
(in `)
Amount Unspent (in `)
Total Amount transferred to
Unspent CSR Account as per
section 135(6)
Amount transferred to any fund specified under
Schedule VII as per second proviso to section 135(5)
Amount
Date of Transfer
Name of the Fund
Amount
Date of Transfer
` 76.85 Lakhs
` 82.45 Lakhs
April 30, 2025
-
Nil
-
f)
Excess amount for set-off, if any: Nil
7. Details of Unspent CSR amount for the preceding three financial years:
Nil
S. No
Preceding
financial
year(s)
Amount
transferred to
Unspent CSR
Account under
sub- section (6)
of section 135
of the Act (` in
Lakhs)
Balance
Amount in
Unspent CSR
Account under
sub- section (6)
of section 135
of the Act (` in
Lakhs)
Amount
Spent in the
Financial
Year (` in
Lakhs)
Amount transferred to a
Fund as specified under
Schedule VII as per second
proviso to sub- section (5)
of section 135 of the Act,
if any
Amount
remaining
to be
spent in
succeeding
financial
year (` in
Lakhs)
Deficiency,
if any
Amount
(` in
Lakhs)
Date of
transfer
Not Applicable
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility
amount spent in the Financial Year:
Yes No
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as
per section 135(5):
Not Applicable
For and on behalf of the Board
Place: Hyderabad
Date: May 17, 2025
Ashok Atluri
Chairman and Managing Director
DIN: 00056050
Sirisha Chintapalli
Chairperson of the Committee
DIN: 08407008
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
63
Annexure - V
FORM NO. MR-3
Secretarial Audit Report
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members,
Zen Technologies Limited
Hyderabad
We have conducted the Secretarial Audit of the compliance
of applicable statutory provisions and the adherence to
good corporate practices by Zen Technologies Limited
(hereinafter referred to as “the Company”). The Secretarial Audit
was conducted in a manner that provided us a reasonable basis
for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company’s books, papers,
minute books, forms and returns filed and other records
maintained by the Company and also the information
provided by the Company, its officers, agents and authorized
representatives during the conduct of the Secretarial Audit,
we hereby report that, in our opinion, the company has, during
the audit period covering the financial year ended March 31,
2025 complied with the statutory provisions listed hereunder
and also that the Company has proper board-processes and
compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms
and returns filed and other records maintained by the Company
for the financial year ended March 31, 2025 according to the
provisions of:
(i)
The Companies Act, 2013 (the Act) (applicable sections
as on date) and the Rules made thereunder;
(ii)
The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the Rules made thereunder;
(iii)
The Depositories Act, 1996 and the Regulations and Bye-
laws framed thereunder by the Securities and Exchange
Board of India (SEBI);
(iv) Foreign Exchange Management Act, 1999 and the Rules
and Regulations made thereunder to the extent of Foreign
Direct Investment and Overseas Direct Investment;
(v)
The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):
(a)
The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b)
Securities and Exchange Board of India (Listing
Obligations
and
Disclosure
Requirements)
Regulations, 2015;
(c)
The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015;
(d)
The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018;
(e)
Securities and Exchange Board of India (Depositories
and Participants) Regulations, 2018;
(f)
The Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021;
(vi) Provisions of the following Regulations and Guidelines
prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’) were not applicable to the
Company during the financial year under report: -
(a)
The Securities and Exchange Board of India
(Issue and Listing of Non-Convertible Securities)
Regulations 2021;
(b)
The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021 and;
(c) The Securities and Exchange Board of India (Buy-Back
of Securities) Regulations, 2018.
(vii) The industry specific and other laws that are applicable to
the company are as follows:
a)
The Information Technology Act, 2008
b)
The E-Waste (Management and Handling) Rules,
2011
c)
The Official Secrets Act, 1923
d)
Security Manual, Category B, Ministry of Defence
e)
The Indian Explosives Act, 1884
f)
The Explosives Rules, 2008
g)
The Arms Act, 1959
h)
The Arms Rules, 1962
We have also examined compliance with the applicable clauses
of the following:
a.
Secretarial Standards SS-1 and SS-2 with respect to
Meetings of the Board of Directors and General Meetings
respectively, issued by The Institute of Company
Secretaries of India and notified by the Ministry of
Corporate Affairs.
During the period under review, the Company has complied
with the provisions of the Acts, Rules, Regulations, Guidelines,
Standards, etc. mentioned hereinabove.
ZEN TECHNOLOGIES LIMITED
64
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
We further report that:
The Board of Directors of the Company is duly constituted with a proper balance of Executive, Non-Executive and Independent
Directors. During the year under review:
S.
no.
Name of the
Director
Appointment/
Cessation/
Reappointment
Our Comments
1
Mr. Kishore Dutt
Atluri
Re-appointment
Re-appointed as a Director at the 31st Annual General Meeting held on
September 14th, 2024 upon retirement by rotation in accordance with the
provisions of Sec.152 of Companies Act, 2013.
2
Mr. Durga
Prasad Kode
Appointment
Appointed as an Additional Director of the Company in the Category of
Independent Director w.e.f. March 28th, 2025 vide Circular Resolution dated
March 29th, 2025 and was regularized as an Independent Director vide
Shareholders Resolution dated May 13th, 2025 through Postal Ballot.
3
Dr. Ravindra
Kumar Tyagi
Cessation
Ceased to be an Independent Director of the Company w.e.f. April 01st, 2025
upon completion of his second term tenure.
Adequate notice has been given to all the directors to
schedule the Board meetings. Agenda and detailed notes
on agenda were sent at least seven days in advance, and a
system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and
for meaningful participation at the meeting.
As a general practice of the Board, decisions were taken on
unanimous consent.
We further report that based on our verifications and
the declarations received from the respective directors,
the directors were not disqualified to act as such as per
the provisions of Companies Act, Rules, Orders/Circulars/
Regulations issued by SEBI or such other acts for the time
being enforceable.
We further report that no prosecutions were initiated and
no fines or penalties were imposed during the year under the
Companies Act, SEBI Act, SCRA Act or other SEBI Regulations
on the Company or its Directors and officers of the Company.
We further report that there are adequate systems and
processes in the Company, commensurate with its size and
operations, to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
We further report that during the year under review,
the Company has allotted 62,46,096 Equity Shares of ` 1
each on Qualified Institutional Placement basis to eligible
investors at a premium of ` 1,600 per Equity Share on August
23rd, 2024.
We further report that during the year under review, the
Company has granted a total of 1,99,500 Employee Stock
Options (ESOPs) out of which 5,000 ESOPs were granted at
an exercise price of Rs. 100/- per option on May 4th, 2024
and 1,94,500 ESOPs at an exercise price of Rs. 500/- per
option on July 28th, 2024, February 14th, 2025 and March
28th, 2025 in terms of “Zen Technologies Limited Employee
Stock Option Plan – 2021” and also extended the time period
for appropriation of 1,59,876 outstanding Equity Shares
acquired by Zen Technologies Employees Welfare Trust
through secondary market.
We further report that during the year under review,
1,21,800 Equity Shares were transferred to eligible employees
from Zen Technologies Employees Welfare Trust upon vesting
of Employee Stock Options (ESOPs) at an exercise price of
Rs. 100/- per option, in terms of “Zen Technologies Limited
Employee Stock Option Plan – 2021.
We further report that, during the year under review,
in terms of the provisions of Section 124(5) of the Act, an
amount of ` 85,118.55 being the Unclaimed Dividend of
FY 2016-17, was transferred to the Investor Education and
Protection Fund.
We further report that, in terms of the provisions of section
124(6) of the Act, 11,650 equity shares belonging to 11
shareholders were transferred to the Investor Education and
Protection Fund (IEPF). After affecting this transfer and claims
settled 1,40,455 shares were lying in the IEPF account as on
March 31, 2025.
Place: Hyderabad
Date: May 17, 2025
FOR P.S.RAO & ASSOCIATES
Company Secretaries
CS P.S. RAO
C. P. No. 3829
UDIN: F010322G000368691
PEER REVIEW CER NO. 6678/2025
Note: This report is to be read with our letter of even date which is annexed as ‘Annexure A’ and forms an integral part of this report.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
65
ANNEXURE A
To
The Members
Zen Technologies Limited
Hyderabad
Our report of even date is to be read along with this letter.
1.
Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
3.
We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4.
Wherever required, we have obtained Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5.
The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibility
of the management. Our examination was limited to the verification of procedures on test basis.
6.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
7.
We have relied on the information/documents received from the respective officials of the Company for forming our opinion
and for eventual reporting thereof.
Place: Hyderabad
Date: May 17, 2025
FOR P.S.RAO & ASSOCIATES
Company Secretaries
CS P.S. RAO
C. P. No. 3829
UDIN: F010322G000368691
PEER REVIEW CER NO. 6678/2025
ZEN TECHNOLOGIES LIMITED
66
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
Annexure - VA
FORM MR-3
Secretarial Audit Report
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members,
Unistring Tech Solutions Private Limited,
Hyderabad.
We have conducted the Secretarial Audit of the compliance
of applicable statutory provisions and the adherence to good
corporate practices by Unistring Tech Solutions Private Limited
(hereinafter referred to as “the Company”). The Secretarial Audit
was conducted in a manner that provided us a reasonable basis
for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company’s books, papers,
minute books, forms and returns filed and other records
maintained by the Company and also the information
provided by the Company, its officers, agents and authorized
representatives during the conduct of the Secretarial Audit,
we hereby report that, in our opinion, the company has, during
the audit period covering the financial year ended March 31,
2025 complied with the statutory provisions listed hereunder
and also that the Company has proper board-processes and
compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms
and returns filed and other records maintained by the Company
for the financial year ended March 31, 2025 according to the
provisions of:
(i)
The Companies Act, 2013 (“the Act”) (applicable sections
as on date) and the rules made thereunder;
(ii)
The Depositories Act, 1996 and the regulations and bye-
laws framed by the Securities and Exchange Board of
India (“SEBI”) thereunder;
(iii)
The following regulations prescribed under by Securities
and Exchange Board of India (“SEBI”) are applicable to
the extent they are applicable to a subsidiary company as
the Company is a material subsidiary of Zen Technologies
Limited which is a listed entity and requires to follow the
applicable regulations under the following regulations;
-
The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”);
(i)
The industry specific and other laws that are applicable to
the company are as follows:
a)
The Information Technology Act, 2008
b)
The E-Waste (Management and Handling) Rules,
2011
c)
The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
d)
The Employees Provident Fund & Miscellaneous
Provisions Act, 1952;
e)
The Employees State Insurance Act, 1948;
We have also examined compliance with the applicable clauses
of the following:
a.
Secretarial Standards SS-1 and SS-2 with respect to
Meetings of the Board of Directors and General Meetings
respectively, issued by The Institute of Company
Secretaries of India and notified by the Ministry of
Corporate Affairs.
During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines,
Standards, etc. mentioned hereinabove:
We further report that:
The Board of Directors of the Company is duly constituted with a proper balance of Executive, Non-Executive and Independent
Directors. During the year under review:
S. No.
Name of the Director
Our Comments
1
Mr. Srinivasa Raju
Kolahalam
Appointed as a Whole-time Director and CEO for a period of 3 years w.e.f. December 1st,
2022.
2
Dr. Nagendra Babu
Samineni
Appointed as a Managing Director for a period of 3 years w.e.f. August 1st, 2023
3
Mr. Ajay Kumar Singh
Appointed as an Independent Director in terms of Regulation 24(1) of Listing Regulations.
4
Mrs. Shilpa Choudari
Appointed as a Nominee Director by Holding Company, Zen Technologies Limited
5
Mr. Ashok Atluri
Appointed as a Nominee Director by Holding Company, Zen Technologies Limited
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
67
Adequate notice has been given to all the directors to
schedule the Board meetings. Agenda and detailed notes on
agenda were sent at least seven days in advance, and a system
exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for
meaningful participation at the meeting. As a general practice
of the Board, decisions were taken on unanimous consent.
We further report that based on our verifications and
the declarations received from the respective directors,
the directors were not disqualified to act as such as per
the provisions of Companies Act, Rules, Orders/Circulars/
Regulations issued by SEBI or such other acts for the time
being enforceable.
We further report that no prosecutions were initiated and
no fines or penalties were imposed during the year under the
Companies Act, SEBI Act, or other applicable SEBI Regulations
on the Company or its Directors and officers of the Company.
We further report that there are adequate systems and
processes in the Company, commensurate with its size and
operations, to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
We further report that, during the financial under review,
in terms of the provisions of section 135 of the Act, the
Company does not require to spend any amount under
Corporate Social Responsibility.
Place: Hyderabad
Date: May 10, 2025
CS D.S. RAO; PCS
M. No. A12394
C. P. No. 14487
UDIN: A012394G000310681
Peer Review Cert. No. 1817/2022
Note: This report is to be read with our letter of even date which is annexed as ‘Annexure A’ and forms an integral part of this report.
ZEN TECHNOLOGIES LIMITED
68
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNEXURE A
To
The Members
Unistring Tech Solutions Private Limited
Hyderabad
Our report of even date is to be read along with this letter.
1.
Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis
for our opinion.
3.
We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4.
Wherever required, we have obtained Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5.
The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the
responsibility of the management. Our examination was limited to the verification of procedures on test basis.
6.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
7.
We have relied on the information/documents received from the respective officials of the Company for forming our
opinion and for eventual reporting thereof.
Place: Hyderabad
Date: May 10, 2025
CS D.S. RAO; PCS
M. No. A12394
C. P. No. 14487
UDIN: A012394G000310681
Peer Review Cert. No. 1817/2022
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
69
Annexure - VB
FORM NO. MR-3
Secretarial Audit Report
For the financial year ended 31st March 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members,
Applied Research International Private Limited
46/13, E Block, Okhla Industrial Area, Phase - II,
New Delhi – 110020
I have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good
corporate practices by M/s. Applied Research International
Private Limited (hereinafter called ‘the Company’) having
(CIN- U73100DL1998PTC097280). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the Company’s books, papers,
minute books, forms and returns filed and other records
maintained by the Company and also the information
provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, I hereby
report that in my opinion, the Company has, during the audit
period covering the financial year ended on 31st March, 2025
complied with the statutory provisions listed hereunder and also
that the Company has proper Board-processes and compliance
mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter.
I have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company for
the financial year ended on 31st March, 2025 according to the
provisions of:
a)
The Companies Act, 2013 (the Act) (including
amendments made thereto) and the rules made there
under;
b)
Foreign Exchange Management Act, 1999 and the rules
and regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and
External Commercial Borrowings (The Company did not
have any Foreign Direct Investment during the financial
year);
The Company is not listed on any Stock Exchange in India
hence the following Acts, Regulations, Guidelines etc.
was not applicable to the Company:
(i)
The Securities Contracts (Regulation) Act, 1956
(‘SCRA’) and the rules made thereunder;
(ii)
The Depositories Act, 1996 and the Regulations
and Bye-laws framed thereunder; (not applicable
pursuant to MCA notification no. G.S.R. 43(E) dated
22.01.2019)
(iii) The
following
Regulations
and
Guidelines
prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of
India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations,
2015;
(c) The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018;
(d) The Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021;
(e) The Securities and Exchange Board of
India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021;
(f)
The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
(g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021;
and
(h) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018;
iv)
The following are the other laws as specifically
applicable to the Company:
(a). The Employees’ State Insurance Act, 1948
(b). The
Employees’
Provident
Funds
&
Miscellaneous Provisions Act, 1952
(c ) The Payment of Gratuity Act, 1972
(d)
Central Goods and Services Tax Act, 2017
ZEN TECHNOLOGIES LIMITED
70
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STATUTORY REPORTS
FINANCIAL STATEMENTS
(e) Sexual Harassment of Women at Workplace
Act, 2013 (POSH Act, 2013)
(f)
The Factories Act, 1948
During the financial year ended on 31st March, 2025, the
Company has complied with the applicable clauses of
Secretarial Standard (SS-1 and SS-2) issued by the Institute
of Company Secretaries of India and it was noted that the
Company has complied with the same to the extent possible.
I have relied on the representation made by the Company and
its Officers for systems and mechanism framed by the Company
and on examination of the documents and records in test check
basis.
During the period under review, the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. as mentioned above.
I further report that:
For the year 2024-25, the Company was required to spent
Rs. 7.00 Lac (Rs. Seven Lacs only) towards Corporate Social
Responsibility (“CSR”) and the Company has spent the same as
per the CSR policy of the company as per the relevant records
produced before me.
I further report that:
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors and Non-Executive
Directors. Change in the composition of the Board of Directors
that took place during the period under review were carried out
in compliance with the provisions of the Act.
During the year 2024-25, changes took place in the
composition of Board of Directors pursuant to the terms of the
Share Purchase Agreement (“SPA”) dated February 14, 2025
(“SPA”) executed amongst the Company, Mr. Shravan Rewari,
Ms. Naomi Rewari, Mrs. Amarjeet Rewari, ARI Labs Private
Limited (“ALPL”) and Zen Technologies Limited (“Purchaser”).
As a result, the company became a material unlisted subsidiary
of Zen Technologies Limited, a listed Entity, in accordance with
Regulation 24 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
i.
Mr. Ashok Atluri and Mr. Sanjay Kumar were appointed
as additional director on February 28,2025. Their
appointment was regularised by the shareholders at the
Extra ordinary General Meeting (“EGM”) held on February
28, 2025.
ii.
Designation of Mr. Shravan Rewari was changed from
Executive Director to Non-Executive director under
professional category on February 28, 2025.
iii.
Mrs. Naomi Rewari & Mrs. Amarjeet Rewari resigned from
the directorship of the Company on February 28,2025.
iv.
Ms Sirisha Chintapalli ((DIN:08407008) was appointed as
additional director (Non-Executive Independent Director)
at the Board meeting held on March 19, 2025. Her
appointment as Independent Director ((Non- Executive)
was regularized by the shareholders of the Company
at the Extra ordinary General Meeting (“EGM”) held on
March 20, 2025.
Adequate notices were given to all directors to schedule the
Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful
participation at the meeting.
All decisions at Board meetings were carried out unanimously as
per the minutes as duly recorded and signed by the Chairman
of the meeting of Board of Directors therefor there were no
dissenting views required to be recorded as part of the minutes.
I further report that:
There are adequate systems and processes in the Company
commensurate with the size and operations of the Company
to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
I further report that:
i.
During the financial year ended on March 31, 2025, the
Company completed a buyback of 201340 (Two Lakh
One Thousand Three Hundred Forty) Equity shares from
its existing shareholders in accordance with Section 68,
69 and 70 of the Companies Act, 2013 and Rule 17 of the
Companies (Share Capital and Debentures) Rules, 2014
and other applicable provisions (if any) of the Companies
Act, 2013 as well as the Articles of Association of the
Company. The buyback was approved by the shareholder
at Extra Ordinary General Meeting (“EGM”) held on
September 14, 2024.
ii.
During the financial year ended on March 31, 2025,
10,09,782 (Ten Lakh Nine Thousand Seven Hundred
Eighty Two) equity shares were transferred on February,
28, 2025 to Zen Technologies Limited, a listed Entity,
pursuant to the terms of the share purchase agreement
dated 14 February 2025 (“SPA”) executed amongst
the Company, Mr. Shravan Rewari, Ms. Naomi Rewari,
Mrs. Amarjeet Rewari, ARI Labs Private Limited (“ALPL”)
and Zen Technologies Limited (“Purchaser”). As a result,
the company became a material unlisted subsidiary of
Zen Technologies Limited, a listed Entity, in accordance
with Regulation 24 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
remaining 3,18,878 equity shares were placed in Escrow
Account with Axis Trustee Services Limited.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
71
I further report that:
That during the financial year ended on March 31,2025, the Company has altered the Articles of Association pursuant to the
provisions of Sections 5, 14 and other applicable provisions, if any, of Companies Act, 2013 (“Act”) to align with Share Purchase
Agreement (“SPA”) dt February 14, 2025.
I further report that no other specific event/action having a major bearing on the company’s affairs in pursuance to the laws, rules,
regulations, guidelines, etc. referred to above.
Note: The report is to be read with our letter of even date which is annexed as Annexure – A and forms an integral part of this report.
Date: May 07, 2025
Place: New Delhi
SUNITA VERMA
FCS No. 6724;
C P No.: 7276
Peer Review No. 6492/2025
UDIN: F006724G000287928
ZEN TECHNOLOGIES LIMITED
72
ANNUAL REPORT 2024-25
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STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNEXURE A
To,
The Members,
Applied Research International Private Limited
46/13, E Block, Okhla Industrial Area, Phase - II,
New Delhi – 110020
My report of even date is to be read along with this letter.
Management’s Responsibility:
1.
It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure
compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate
effectively.
Auditor’s Responsibility:
2.
My responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company
with respect to secretarial compliances.
3.
I have conducted the Audit as per the applicable Auditing Standards issued by the Institute of Company Secretaries of India.
4.
I believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to
provide a basis for our opinion.
5.
Wherever required, I have obtained reasonable assurance whether the statements prepared, documents or records, in relation
to Secretarial Audit, maintained by the Company, are free from misstatement.
6.
Wherever required, I have obtained the management’s representation about the compliance of laws, rules and regulations and
happening of events etc.
Disclaimer:
7.
The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted affairs of the Company.
8.
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Date: May 07, 2025
Place: New Delhi
SUNITA VERMA
FCS No. 6724;
C P No.: 7276
Peer Review No. 6492/2025
UDIN: F006724G000287928
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
73
Annexure - VI
Statement of particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to the
provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014
A. CONSERVATION OF ENERGY
(i)
The steps taken or impact on conservation of energy:
The Company does not use energy-intensive equipment
for its operations. Besides, due to significant awareness
campaigns within the Company, the employees are averse
to wasting power. Consequently, power consumption
is one of the lowest per employee. The computers, air-
conditioners and other equipment being used by the
Company are energy-efficient and environment-friendly.
(ii)
The steps taken by the company for utilizing alternate
sources of energy:
a.
The Company is energy conscious. All types of
driving simulators manufactured by the Company
with high-rated, power-saving servo motors.
b.
The employees are disciplined on saving energy.
Systems are switched on only when it is to be used
and switched off as soon as the scheduled work is
completed.
c.
The Company has made a policy decision of
buying systems that are rated high in power saving.
Employees work on LED monitors. Their energy
consumption is less. They also release less heat
compared to CRT and LCD monitors enabling the
centralized air-conditioner maintain the temperature
with ease. The air-conditioner too has a regulator to
save power.
d.
Plans are afoot to buy eco-friendly vehicles for intra-
office movement at the Hardware Park Plant and
between the research wing and production wings.
e.
Also there is a move to harness solar energy for
lighting and wire fencing. The roof of the plant is
about 70 feet from ground and there are enough
provisions for the day light to seep into the plant to
enable technical hands to work without switching on
electrical lights especially in day time.
f.
Air conditioners are fitted with controllers to cut off
power at the set temperature. The present MH lamps
and mercury lamps are replaced with LED lamps
which consume only 40% of CFL and its minimum
life is 50,000 burning hours.
g.
The street lights and the complete indoor lights
at the Hardware Park are replaced with LED bulbs
towards efficient energy consumption.
h.
The company has installed motion sensor based
lights in the corporate & head office and the
Hardware Park.
i.
We had also installed energy meters to our 40 Kva &
60 Kva UPS for monitoring Electric consumption for
our IT infrastructure.
(iii)
The
capital
investment
on
energy
conservation
equipments: The capital investment was made on
controllers used for air conditioners and LED bulbs.
B. TECHNOLOGY ABSORPTION
(i)
The efforts made towards technology absorption:
The Company has indigenously developed significant
technologies that are useful in various products. The
technologies nurtured within the Company have been
incorporated into various products.
(ii)
The benefits derived like product improvement, cost
reduction, product development or import substitution:
We expect such technologies will give us an unbeatable
edge in evolving our products into advanced, reliable,
and robust simulators.
(iii)
In case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year):
The Company has not imported any technology during
the past 3 years.
(iv) The expenditure incurred on Research and Development:
The Company has incurred ₹ 3,301.20 Lakhs as R&D
expenditure (capital and revenue) for the financial year
2024-25 for the development of various products. The
Company has incurred 3.55% as R&D expenditure of
Sales Turnover. The Company will continue to make big
bets for long-term national interests which may impact
short-term profitability of the Company.
ZEN TECHNOLOGIES LIMITED
74
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STATUTORY REPORTS
FINANCIAL STATEMENTS
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(` in Lakhs)
Particulars
FY 2024-2025
FY 2023-2024
Earned during the year
1,254.16
15,058.21
Used during the year
3,133.93
3,188.16
For and on behalf of the Board
Place: Hyderabad
Ashok Atluri
Date: May 17, 2025
Chairman and Managing Director
DIN: 00056050
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
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FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
75
Corporate Governance Report
[Pursuant to Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
This report is prepared in accordance with the provisions of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), and the report contains the details of Corporate
Governance systems and processes at Zen Technologies
Limited (‘Zen’ or ‘the Company’).
Corporate governance is the set of processes, customs,
policies, laws and institutions affecting the way a Company
is directed, administered or controlled. It is a system of
structuring, operating and controlling a Company with a view
to achieve long term strategic goals to satisfy shareholders,
creditors, employees, customers and suppliers.
Corporate governance is based on principles such as
conducting the business with all integrity and fairness, being
transparent with regard to all transactions, making all the
necessary disclosures and decisions, complying with all the
laws of the land, accountability and responsibility towards the
stakeholders and commitment to conducting business in an
ethical manner.
The Company is in compliance with the requirements stipulated
under Regulation 17 to 27 read with Schedule V and clauses (b)
to (i) of sub-regulation (2) of Regulation 46 of the SEBI Listing
Regulations as applicable, with regard to corporate governance
and also the Guidance Note on Board Evaluation as prescribed
by the Securities and Exchange Board of India (“SEBI”).
1) COMPANY’S PHILOSOPHY ON CODE OF
GOVERNANCE:
Zen is committed to good corporate governance. Zen aims to
achieve the objective of enhancing the shareholders’ value by
ensuring effective relationship with stakeholders and protecting
their interests. Zen believes that the Company's business
strategy and plans should be consistent with the welfare of all
its stakeholders which will bring sustained corporate growth
and long term benefit to all.
Zen has been practicing the principles of good corporate
governance with a great zeal of commitment and sincerity. Zen's
principle of corporate governance comes from the belief that
the high standards of ethics, timely disclosures, accountability
and transparency go a long way in preserving shareholders'
trust and creating wealth.
2) DATE OF REPORT
The information provided in this Corporate Governance Report
is as on March 31, 2025 for the purpose of unanimity. Some
of the information is updated as on the date of the report,
wherever applicable.
3) BOARD OF DIRECTORS
i) Composition and Category of Directors:
The Board of Directors have ultimate responsibility for the
management, general affairs, direction, performance and long-
term success of business as a whole. In terms of the Company’s
corporate governance policy, all statutory and other significant
and material information is placed before the Board to enable
it to discharge its responsibilities of strategic supervision of
the Company and as trustees of stakeholders. Your Company
actively seeks to adopt best practices and has a diverse Board
whose wisdom and strength can be leveraged for increasing
stakeholder value, protection of their interests and better
corporate governance. Therefore, the Company’s Board is
an ideal mix of knowledge, perspective, professionalism,
divergent thinking and experience. The Board of directors
of the Company has an optimum combination of Executive
and Non-Executive Directors, which is in conformity with the
Companies Act, 2013 (“Act”) and SEBI Listing Regulations.
In terms of Regulation 17 of the SEBI Listing Regulations, at least
50% of the Board should comprise Non-Executive Independent
Directors with at least one Woman Director. Provided that
top 1000 listed entity shall have atleast one (1) Independent
Women Director. The Board periodically evaluates the need for
change in its composition and size. However, target share of the
Independent Directors on the Board of the Company is not less
than two-third of the total number of Directors on the Board.
As on March 31, 2025, the Board consists of 9 (nine)
Directors, comprising 4 (four) Executive Directors and
5 (five) Independent Directors. The detailed profile of
the directors are available on the Company’s website at:
https://www.zentechnologies.com/leader/board-of-directors.
The following are the details of each member of the Board along with the number of Directorship(s)/Committee Membership(s)/
Chairmanship(s):
Name
DIN
Category of
Directorship
Number of
Directorship(s)
in listed entities
including this
listed entity (Refer
Regulation 17A
of SEBI Listing
Regulations)*
Number of Membership(s)/Chairmanship(s)
of Audit Committee/Stakeholders
Relationship Committee including this listed
entity (Refer Regulation 26(1) of SEBI Listing
Regulations)**
Chairman
Member
Mr. Ashok Atluri
00056050
Executive
Director – Chairman and
Manging Director
1
-
2
Mr. Kishore
Dutt Atluri
09691242
Executive
Director
1
-
-
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Name
DIN
Category of
Directorship
Number of
Directorship(s)
in listed entities
including this
listed entity (Refer
Regulation 17A
of SEBI Listing
Regulations)*
Number of Membership(s)/Chairmanship(s)
of Audit Committee/Stakeholders
Relationship Committee including this listed
entity (Refer Regulation 26(1) of SEBI Listing
Regulations)**
Chairman
Member
Mr. Ravi Kumar
Midathala
00089921
Executive
Director
1
-
-
Mrs. Shilpa
Choudari
06646539
Executive Director
1
-
-
Mr. Sanjay Vijay
Singh Jesrani
02306916
Non Executive
Independent Director
2
1
2
Dr. Ravindra
Kumar Tyagi$
01509031
Non Executive
Independent Director
1
-
1
Dr. Ajay
Kumar Singh
08532830
Non Executive
Independent Director
2
-
2
Ms. Sirisha
Chintapalli
08407008
Non Executive
Independent Director
2
2
1
Mr. Durga Prasad
Kode@
07946821
Non Executive
Independent Director
3
2
1
* Excludes directorships in Private Limited companies, Foreign companies, Companies u/s 8 of the Companies Act, 2013 and memberships of
managing committees of various chambers/bodies and alternate directorships.
** Committees include only Audit Committee and Stakeholder’s Relationship Committee.
$ Dr. Ravindra Kumar Tyagi, Non-Executive Independent Directors of the Company completed his 2nd term of 3 years as Independent Director of the
Company with effect from April 01, 2025.
@ Mr. Durga Prasad Kode appointed as an Non-Executive Independent Directors of the Company w.e.f. March 28, 2025.
ii) Meetings and Attendance:
The board/committee meetings are pre-scheduled well in
advance to facilitate them to plan their schedule and to ensure
meaningful participation in the meetings. However, in case
of special and urgent business needs, the Board’s approval is
taken by passing resolutions by circulation, as permitted by
law, which are noted and confirmed in the subsequent board
meeting.
The Company follows the board processes in line with the
relevant provisions of the Act read with Rules made thereunder,
Secretarial Standards on Board Meetings and the requirements
of the SEBI Listing Regulations.
The Board is apprised of all the key matters and there is a proper
channel for flow of information between management and the
Board.
Periodic presentations are made at the Board and Committee
meetings on business and performance updates of the
Company including Finance, Sales, overview of business
operations of major subsidiaries, business strategy and risks
involved to enable the Board to discharge its responsibilities
effectively and take informed decisions. The Committee makes
necessary recommendations to the Board which are relevant
from the business, statutory and compliance standpoint
and the Board takes into account such suggestions and
recommendations before approving/noting the matter placed
before them. The action items arising out of the Board and
Committee meetings are duly acted upon and a report on the
status of the same is placed before the subsequent meetings of
the Committees and the Board.
Documents containing Unpublished Price Sensitive Information
are submitted to the Board and Committee Members, at a
shorter notice, as per the general consent taken from the Board,
from time to time.
The Company Secretary is responsible for collation, review and
distribution of all the papers and information to be presented to
the Board and Committees thereof. The notice of the Board and
Committee Meetings coupled with Agenda notes and relevant
attachments is circulated well in advance. The Company
Secretary also attends all the Board and Committee Meetings
except the Independent Directors' meeting, and prepares
and circulates the Minutes as per the statutory timelines and
finalizes the same after incorporating the comments, if any, from
the Directors.
The Board usually meets four times in a year after end of every
quarter. In exceptional circumstances, additional meetings are
being held, in case of necessity. During the financial year ended
March 31, 2025, four (4) board meetings were held on May
04, 2024, July 28, 2024, November 02, 2024 and February 14,
2025. The maximum interval between any 2 (two) consecutive
Board Meetings was well within the maximum allowed gap of
120 (one hundred and twenty) days. The necessary quorum
was present for all the meetings.
The following are the details of each member of the Board along with the number of Directorship(s)/Committee Membership(s)/
Chairmanship(s): (Contd.)
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The details of directors’ attendance at the AGM and Board meetings are given herein below:
Date of Board
Meeting during
FY 2024-25
Mr. Ashok
Atluri
Mr. Kishore
Dutt Atluri
Mr. Ravi
Kumar
Midathala
Mrs. Shilpa
Choudari
Mr. Sanjay
Vijay Singh
Jesrani
Dr. Ravindra
Kumar Tyagi
Dr. Ajay
Kumar
Singh
Ms. Sirisha
Chintapalli
Mr. Durga
Prasad
Kode*
Total
Present
Total
Absent
May 04, 2024
NA
100%
0
July 28, 2024
NA
100%
0
November 02,
2024
NA
100%
0
February 14,
2025
NA
100%
0
Date of AGM
September 14,
2024
In Person |
Video Conference Mode | NA Not Applicable
* Appointed with effect from March 28, 2025.
iii) Disclosure of relationship between Directors
inter-se:
Mr. Ashok Atluri is the brother of Mr. Kishore Dutt Atluri and the
spouse of Mrs. Shilpa Choudari. None of the other Directors are
related to any other Director on the Board.
iv) Independent Directors:
Independent Directors play a significant role in the governance
processes of the Board by enriching the Board’s decision
making and also preventing possible conflicts of interest
that may emerge in such decision making. The Company has
appointed Independent Directors as per the requirements
of the Act and SEBI Listing Regulations. The Nomination and
Remuneration committee identifies candidates based on
certain laid-down criteria and considers the need for diversity
of the Board before making its recommendation to the Board.
The Board is responsible for selecting new directors on
the recommendations received from the Nomination and
Remuneration Committee. After getting appointed, the
directors receive a formal letter of appointment which, inter
alia, explains the role, functions, duties and responsibilities
expected from him/her as a director of the Company. The
Director is also briefed in detail about the compliances required
to be made under the Act and the SEBI Listing Regulations,
and other relevant regulations. By way of an introduction to
the Company, the director is presented with the Company
profile, annual reports and an overview of the Company’s
manufacturing facilities.
The terms and conditions of such appointment as mentioned in
the appointment letter are also made available on the website
of the Company at https://www.zentechnologies.com/
investor_relations/Terms_and_conditions_of_appointment_
of_Independent_Directors.pdf.
The Company has received a declaration from the
Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act
read with Regulation 16(1)(b) of the SEBI Listing Regulations.
In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstances or situations which exist or may
be reasonably anticipated that could impair or impact their
ability to discharge their duties. In the opinion of the Board, the
Independent Directors fulfil the conditions of independence
specified in the Act and the SEBI Listing Regulations and are
independent of the management.
Further, the Independent Directors have declared that they
have complied with Rule 6(1) and (2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
A separate meeting of Independent Directors was held
on February 14, 2025, without the presence of Executive
Directors and other members of management. During this
meeting, the Independent Directors inter-alia reviewed the
performance of the Non-Independent Directors and the
Board as a whole, reviewed the performance of Chairman of
the Company and assessed the quality, quantity and timeliness
of flow of information between the Company management
and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
No Independent Director has resigned from the Directorship
of the Company before the expiry of their term of appointment
during the financial year ended March 31, 2025. Dr. Ravindra
Kumar Tyagi ceased to be an Independent Director of the
Company upon the completion of the tenure with effect from
April 01, 2025.
v) Shares held by Non-Executive Directors:
The number of equity shares of the Company held by
Non-Executive Directors, as of March 31, 2025 are as follows:
S.No
Name of the Director
No. of shares held
1
Dr. Ravindra Kumar Tyagi
760
2
Dr. Ajay Kumar Singh
Nil
3
Ms. Sirisha Chintapalli
Nil
4
Mr. Sanjay Vijay Kumar Jesrani
21,500
5
Mr. Durga Prasad Kode
1,250
vi) Familiarization programmes:
To familiarize a new Independent Director with the Company,
an induction kit containing documents about the Company
is provided. It contains, inter alia, information such as its
Annual Reports, investor presentations, recent press releases,
Organisation chart, Code of Conduct and the Memorandum
and Articles of Association.
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The details of programs for familiarization of the Independent Directors together with other directors in relation to their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and other
related matters are made available on the website of the Company at https://www.zentechnologies.com/investor-information.
vii) List of core skills/expertise/competencies identified by the Board of Directors:
In terms of requirements of the SEBI Listing Regulations, the Board of Directors have, based on the recommendation of the Nomination
and Remuneration Committee, identified the following core skills/expertise/competencies of Directors as required in the context of
the Company's business and industry for it to function effectively:
a)
Knowledge of the industry in which the Company operates
b)
Knowledge on Company's businesses & major risks
c)
Leadership and Strategic Planning
d)
Research & Development
e)
Finance
f)
Operations, Sales & Marketing
g)
Corporate Governance
The table below highlights the core skills/expertise/competencies available with each Director:
Name of Director
Knowledge of the
industry in which the
Company operates
Knowledge on
Company's businesses
& major risks
Leadership and
Strategic Planning
Research &
Development
Finance
Operations, Sales &
Marketing
Corporate
Governance
Mr. Ashok Atluri
Mr. Kishore Dutt Atluri
Mr. Ravi Kumar Midathala
Mrs. Shilpa Choudari
Mr. Sanjay Vijay Singh Jesrani
Dr. Ravindra Kumar Tyagi
Dr. Ajay Kumar Singh
Ms. Sirisha Chintapalli
Mr. Durga Prasad Kode
Yes
No
viii) Code of Conduct
The Board has laid down two separate Codes of Conduct, one for all the Board Members and the other for Senior Management of
the Company. These Codes have been posted on the Company’s website at https://www.zentechnologies.com/policies-and-code-
of-conduct. All the Board members and Senior Management Personnel have affirmed compliance with these Codes. A declaration
signed by the Chairman and Managing Director to this effect is enclosed at the end of this Report.
4) COMMITTEES OF THE BOARD
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with
specific areas/activities which concern the Company and need a closer review. The Board Committees are set up under the formal
approval of the Board to carry out clearly defined roles that are considered to be performed by members of the Board, as a part of
good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their
action. The minutes of the meetings of the Committees are placed before the Board for review. The Chairman of the Committees
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apprises periodically about the working of the Committees
to the Board. The Board has established the statutory and
non-statutory committees. The details of statutory committees
here by given in the Corporate Governance Report.
The Composition of the Board Committees are available on
the Company’s website at https://www.zentechnologies.com/
leader/board-committees.
A) AUDIT COMMITTEE:
The primary objective of the Audit Committee is to monitor
and provide effective supervision of the management’s
financial reporting to ensure adequate, accurate and timely
disclosures that maintain the transparency, integrity and quality
of financial control and reporting. The Committee oversees the
work carried out by the management, statutory auditors and
internal auditors about the financial reporting process and the
safeguards employed by them.
Constitution of the Committee:
The constitution of the Audit Committee is in accordance with
Section 177 of the Act and Regulation 18 of the SEBI Listing
Regulations.
As on March 31, 2025, the Audit Committee comprises of
Mr. Sanjay Vijay Singh Jesrani, Chairman, Mr. Ashok Atluri,
Dr. Ravindra Kumar Tyagi and Dr. Ajay Kumar Singh as members.
Brief description of terms of reference:
The terms of reference of this Committee are as per Regulation
18 of the SEBI Listing Regulations read with Part C of Schedule
II of the SEBI Listing Regulations, as amended and Section 177
and other applicable provisions of the Companies Act, 2013
and, inter-alia, include:
i)
oversight of the listed entity’s financial reporting process
and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
ii)
recommendation for appointment, remuneration and
terms of appointment of auditors of the listed entity;
iii)
approval of payment to statutory auditors for any other
services rendered by the statutory auditors;
iv)
reviewing, with the management, the annual financial
statements and auditor's report thereon before submission
to the board for approval;
v)
reviewing, with the management, the statement of uses/
application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted
by the monitoring agency monitoring the utilisation of
proceeds of a public issue or rights issue or preferential
issue or qualified institutions placement, and making
appropriate recommendations to the board to take up
steps in this matter;
vi)
reviewing and monitoring the auditor’s independence
and performance, and effectiveness of audit process;
vii)
approval or any subsequent modification of transactions
of the listed entity with related parties;
viii) scrutiny of inter-corporate loans and investments;
ix)
valuation of undertakings or assets of the listed entity,
wherever it is necessary;
x)
evaluation of internal financial controls and risk
management systems;
xi)
reviewing, with the management, performance of
statutory and internal auditors, adequacy of the internal
control systems;
xii)
reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department,
staffing and seniority of the official heading the
department, reporting structure coverage and frequency
of internal audit;
xiii) discussion with internal auditors of any significant findings
and follow up there on;
xiv) reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems
of a material nature and reporting the matter to the board;
xv)
Approval of appointment of Chief Financial Officer;
xvi) Any other function as delegated by the Board from time
to time and as required under the applicable laws &
regulations.
Meeting:
During the year, the Audit Committee met 4 (four) times on May 04, 2024; July 28, 2024; November 02, 2024 and February 14,
2025 and the attendance of members is as follows:
Date of Audit
Committee Meeting
during FY 2024-25
Mr. Sanjay
Vijay Singh
Jesrani
Dr. Ravindra
Kumar Tyagi
Dr. Ajay Kumar
Singh
Mr. Ashok
Atluri
Total
Present
Total
Absent
May 04, 2024
100%
0
July 28, 2024
100%
0
November 02, 2024
100%
0
February 14, 2025
100%
0
The Internal and Statutory Auditors of the Company discuss their findings and updates, and submit their views to the
Committee. The Company Secretary acts as the Secretary to the Committee. Mr. Sanjay Vijay Singh Jesrani, Non-Executive
Independent Director and Chairman of the Committee was present at the Annual General Meeting of the Company held on
September 14, 2024.
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B) NOMINATION AND REMUNERATION
COMMITTEE (NRC):
The Nomination and Remuneration Committee is empowered
to oversee the Company’s Policies relating to the Nomination
and evaluation of every Director’s performance and to
determine the Company’s Policies relating to Remuneration of
the Directors, Senior Management of the Company.
Constitution of the Committee:
The constitution of the Nomination and Remuneration
Committee is in accordance with Section 178 of the Act and
Regulation 19 of the SEBI Listing Regulations.
As on March 31, 2025, the Nomination and Remuneration
Committee comprises of Mr. Sanjay Vijay Singh Jesrani,
Chairman, Dr. Ravindra Kumar Tyagi, Dr. Ajay Kumar Singh and
Ms. Sirisha Chintapalli as members.
Brief description of terms of reference:
The terms of reference of the Nomination and Remuneration
Committee are in accordance with and covers all the matters
specified under Section 178 of the Act and Regulation 19 of
the SEBI Listing Regulations read with Part D of Schedule II of
the SEBI Listing Regulations, and, inter alia, include:
i)
formulation of the criteria for determining qualifications,
positive attributes and independence of a director and
recommend to the board of directors a policy relating
to the remuneration of the directors, key managerial
personnel and other employees;
ii)
formulation of criteria for evaluation of performance of
independent directors and the board of directors;
iii)
devising a policy on diversity of board of directors;
iv)
identifying persons who are qualified to become directors
and who may be appointed in senior management in
accordance with the criteria laid down, and recommend
to the board of directors their appointment and removal;
v)
whether to extend or continue the term of appointment
of the independent director, on the basis of the report of
performance evaluation of independent directors;
vi)
recommend to the board, all remuneration, in whatever
form, payable to senior management.
Meeting:
During the year, the Nomination and Remuneration Committee met 4 (four) times on May 04, 2024; July 28, 2024; November 02,
2024 and February 14, 2025 and the attendance of members is as follows:
Date of Nomination
and Remuneration
Committee Meeting
during FY 2024-25
Mr. Sanjay
Vijay Singh
Jesrani
Dr. Ravindra
Kumar Tyagi
Dr. Ajay Kumar
Singh
*Ms. Sirisha
Chintapalli
Total
Present
Total
Absent
May 04, 2024
NA
100%
0
July 28, 2024
NA
100%
0
November 02, 2024
NA
100%
0
February 14, 2025
NA
100%
0
* Ms. Sirisha Chintapalli was inducted w.e.f. March 01 , 2,025 .
The Company Secretary acts as the Secretary to the
Committee. Mr. Sanjay Vijay Singh Jesrani, Non-Executive
Independent Director and Chairman of the Committee was
present at the Annual General Meeting of the Company held
on September 14, 2024.
Nomination and Remuneration Policy:
The Company has in place Nomination and Remuneration
Policy for appointment of Independent Director on the Board
of the Company. This Policy, inter alia, lists the process to be
followed for appointment of Independent Director(s), criteria
for shortlisting the candidates and critical attributes and factors
for determining their remuneration, their induction and training.
The Nomination and Remuneration policy is available on the
website of the Company at https://www.zentechnologies.
com/policies-and-code-of-conduct
Performance evaluation criteria for Directors:
In terms of Section 134 (3) of the Act read with SEBI Listing
Regulations, the Company had laid down the criteria for
reviewing the performance of the Board, its Committees and
individual Directors. The evaluation process of Directors inter alia
considers attendance of the Directors at Board and Committee
meetings, acquaintance with business, communicating inter se
board members, effective participation, domain knowledge,
compliance with code of conduct, vision and strategy etc.
In compliance with the provisions of the Act and Regulation
17(10) of the SEBI Listing Regulations, to improve the
effectiveness of the Board and its Committees, as well as
that of each individual Director, a formal Board evaluation is
undertaken on an annual basis.
During the year, an annual evaluation of the performance of
the Board of Directors, its various Committees, and individual
Directors was conducted in accordance with the established
evaluation framework. The ratings, recommendations and
suggestions arising from this evaluation were compiled into a
report, which was subsequently presented to the Board for its
review and consideration.
The evaluation process broadly covers the following
parameters:
i)
Board –
• Board structure and composition,
• Board meetings, information flow and agenda,
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• Board culture, relationships and dynamics,
• Strategy, business performance,
• Succession planning,
• Risk management,
• Continuous improvement, etc.
ii)
Board Committees –
• Overall Committees of the Board,
• Composition and diversity,
• Leadership of the Chair,
• Meetings frequency and duration,
• Succession planning of the Committee members,
• Interaction with management, quality of discussions,
• Stay abreast of novel scientific and technological
developments and innovations,
• Quality of agenda and supporting documents, etc.
iii)
Individual Directors –
• Attendance in meetings,
• experience and expertise,
• participation and contribution in Board deliberation,
• preparedness in subjects,
• understanding of governance, regulatory, financial and
fiduciary requirements,
• stay up to date and brings insight on the industry,
• up to date on corporate governance trends and
development,
• focused on improving shareholders value,
• understanding of organization’s strategy and risk
environment, sufficiently challenges management to
set and stretch goals,
• maintain
high
standards
of
ethics,
integrity,
confidentiality and adherence to the Code of Conduct,
• strong desire to make the Board an even better version
of itself, etc.
iv)
Chairman –
• Evaluated on the above parameters for individual
Directors,
• evaluated on effective leadership,
• moderatorship and conduct of impartial discussions,
• seeking participation from Board members, and
• availability for other Board members and constructive
feedback.
The Board of Directors were satisfied with the evaluation
process and outcome, Directors engagement, experience,
diversity and expertise. The Board Committees were also
found to be effective in terms of its composition, functioning
and contribution. The evaluation process acknowledged that
the Board and Board committees have spent sufficient time on
future business strategies and other long term and short term
growth plans, operational matters including review of business
and functional updates, financial results and other regulatory
approvals, governance matters and internal controls.
C) STAKEHOLDERS’ RELATIONSHIP
COMMITTEE (SRC):
The Stakeholders’ Relationship Committee is empowered to
perform the functions of the board relating to the handling of
queries and grievances of security holders.
Constitution of the Committee:
The constitution of the Stakeholders’ Relationship Committee is
in accordance with Section 178 of the Act and Regulation 20 of
the SEBI Listing Regulations.
As on March 31, 2025, the Stakeholders’ Relationship
Committee comprises of Ms. Sirisha Chintapalli, Chairperson,
Mr. Sanjay Vijay Singh Jesrani and Mr. Ashok Atluri as members.
Brief description of terms of reference:
The terms of reference of the Stakeholders’ Relationship
Committee are in accordance with and covers all the matters
specified under Section 178 of the Act and Regulation 20 of
the SEBI Listing Regulations read with Part D of Schedule II of
the SEBI Listing Regulations, and, inter alia, include:
i)
Review investor complaints and their redressal;
ii)
Review measures are taken for effective exercise of voting
rights by shareholders;
iii)
Review work done by the share transfer agent including
adherence to the service standards;
iv)
Review of corporate actions related to security holders;
v)
Review initiatives for reduction of quantum of unclaimed
dividends and ensure timely receipt of dividend/annual
report/statutory notices.
Meeting:
During the year, the Stakeholders’ Relationship Committee met 1 (One) time on February 14, 2025 and the attendance of members
is as follows:
Date of Stakeholders Relationship
Committee Meeting during
FY 2024-25
Ms. Sirisha
Chintapalli
Mr. Sanjay
Vijay Singh
Jesrani
Mr. Ashok
Atluri
Total Present
Total
Absent
February 14, 2025
100%
0
Mr. Sourav Dhar, Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.
Ms. Sirisha Chintapalli, Non-Executive Independent Director and Chairperson of the Committee was present at the Annual
General Meeting of the Company held on September 14, 2024.
The Company received one complaint during the financial year 2024–25, which was duly resolved. As on March 31, 2025, no
complaint was pending.
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D) RISK MANAGEMENT COMMITTEE (RMC):
The Committee was constituted by the Board of Directors
with its prime responsibility to implement and monitor the risk
management plan and policy of the Company.
Constitution of the Committee:
The constitution of the Risk Management Committee is
in accordance with applicable provisions of the Act and
Regulation 21 of the SEBI Listing Regulations.
As on March 31, 2025, the Risk Management Committee
comprises of Mr. Sanjay Vijay Singh Jesrani, Chairman, Mr. Ashok
Atluri, Mr. Ravi Kumar Midathala, Dr. Ajay Kumar Singh and
Mr. Kishore Dutt Atluri as members.
Brief description of terms of reference:
The terms of reference of the Risk Management Committee are
in accordance with and covers all the matters specified under
applicable provisions of the Act and Regulation 21 of the SEBI
Listing Regulations read with Part D of Schedule II of the SEBI
Listing Regulations, and, inter alia, include:
i)
Review the detailed risk management policy which shall
include:
• A framework for identification of internal and
external risks specifically faced by the Company,
including financial, operational, sectoral, sustainability
(particularly, ESG-related risks), information, cyber
security risks or any other risk as may be determined by
the Committee.
• Measures for risk mitigation including systems and
processes for internal control of identified risks.
• Business continuity plan.
ii)
Monitor and oversee implementation of the risk
management policy, including evaluation of the adequacy
of risk management systems.
iii)
Ensure
that
appropriate
methodology,
processes,
and systems are in place to monitor and evaluate risks
associated with the business of the Company.
Meeting:
During the year, the Risk Management Committee met 2 (two) times on July 28, 2024 and February 14, 2025 and the attendance of
members is as follows:
Date of Risk Management
Committee Meeting during
FY 2024-25
Mr. Sanjay
Vijay Singh
Jesrani
Mr. Ashok
Atluri
Mr. Ravi
Kumar
Midathala
Dr. Ajay
Kumar
Singh
*Mr. Kishore
Dutt Atluri
Total
Present
Total
Absent
July 28, 2024
NA
100%
0
February 14, 2025
NA
100%
0
* Mr. Kishore Dutt Atluri inducted w.e.f. March 01, 2025
E) CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE (CSR):
The Corporate Social Responsibility Committee has been
entrusted with the specific responsibility of reviewing corporate
social responsibility programs. The scope of the Committee.
also includes approving the budget for CSR activities, reviewing
the CSR programs, formulation of annual action plan and
monitoring CSR spending.
Constitution of the Committee:
The constitution of the Corporate Social Responsibility
Committee is in accordance with Section 135 of the Act and
applicable provisions of the SEBI Listing Regulations.
As on March 31, 2025, the Corporate Social Responsibility
Committee comprises of Ms. Sirisha Chintapalli, Chairperson,
Mrs. Shilpa Choudari, Mr. Ashok Atluri, Mr. Ravi Kumar Midathala
and Dr. Ravindra Kumar Tyagi as members.
Brief description of terms of reference:
The terms of reference of the Corporate Social Responsibility
Committee are in accordance with Section 135 of the Act and
applicable provisions of the SEBI Listing Regulations and, inter
alia, include:
i)
Formulate, review and recommend to the Board the
CSR policy containing guiding principles for selection,
implementation and monitoring of CSR activities as
specified under Schedule VII of the Act;
ii)
Formulate and recommend to the Board (including any
revisions thereto), an annual action plan in pursuance of the
CSR policy and have oversight over its implementation;
iii)
Recommend the amount to be spent on CSR activities and
review reports on the performance of CSR.
Meeting:
During the year, the Corporate Social Responsibility Committee met 2 (two) times on May 04, 2024 and November 02, 2024
and the attendance of members is as follows:
Date of Corporate Social
Responsibility Committee
Meeting during FY 2024-25
Dr. Ravindra
Kumar Tyagi
Mr. Ashok
Atluri
Mr. Ravi
Kumar
Midathala
*Mrs. Shilpa
Choudari
#Ms. Sirisha
Chintapalli
Total
Present
Total
Absent
May 04, 2024
NA
NA
100%
0
November 02, 2024
AB
NA
NA
67%
33%
*Mrs. Shilpa Choudari and Ms. Sirisha Chintapalli was inducted w.e.f. March 01, 2025.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
83
5) REMUNERATION OF DIRECTORS:
a) Executive Directors:
The remuneration of Executive Directors of the Company comprises of fixed and variable components which is based on the
Nomination and Remuneration Policy of the Company and as recommended by Nomination and Remuneration Committee
and the remuneration paid to them for the financial year 2024-25 is as below and are in line with the applicable provisions of
the Act, Rules and SEBI Listing Regulations made thereunder as amended from time to time.
S.No
Name
Designation
Salary
Perquisites Commission
Total amount
(` in Lakhs)
1)
Mr. Ashok Atluri
Chairman and
Managing Director
210.00
25.98
1055.97
1291.95
2)
Mr. Kishore Dutt Atluri
President and
Joint Managing Director
210.00
5.98
930.65
1146.63
3)
Mr. Ravi Kumar Midathala
Whole
Time Director
72.60
1.47
0
74.07
4)
Mrs. Shilpa Choudari
Whole
Time Director
59.00
0.85
0
59.85
b) Service contracts, notice period, severance fees:
The Company has entered service contract/issued appointment letter with executive directors having a 3 months’ notice period
The Company also has issued appointment letter to Non-Executive Independent Director as prescribed by the Act, SEBI Listing
Regulations and applicable regulations.
c) Non-Executive Directors:
Sitting fees is paid to the Non-Executive Directors for attending the Board Meetings and Audit Committee Meetings and such
amounts are paid within the ceiling limits under Act. There were no pecuniary relationship or transactions entered by the Non-
Executive Directors with the Company during the period under review except for sitting fees. The details of the sitting fees paid to
Non- Executive Directors of the Company for the Financial Year 2024-25 is given below:
S.No
Name
Designation
Total amount (` in Lakhs per annum)
1)
Mr. Sanjay Vijay Singh Jesrani
Non Executive Independent Director
5.00
2)
Ms. Sirisha Chintapalli
Non Executive Independent Director
2.50
3)
Dr. Ravindra Kumar Tyagi
Non Executive Independent Director
5.00
4)
Mr. Durga Prasad Kode*
Non Executive Independent Director
-
* Mr. Durga Prasad Kode was appointed with effect from March 28, 2025.
** Dr. Ajay Kumar Singh has waived off his sitting fee for attending the Board and Committee meetings during the FY 2024-25.
d) Stock option details, if any and whether issued at a discount as well as the period over which
accrued and over which exercisable:
The Company has not granted any stock option to any of its Directors.
6) GENERAL BODY MEETINGS:
Annual General Meeting:
The details of the preceding three years Annual General Meetings are as under:
Financial
Year
Date and Time
Venue
Number
of special
resolution(s)
passed
2023-24
September 14, 2024 at 11.00 a.m. (IST)
Video Conference (VC)/Other Audio Visual Means (OAVM)
Nil
2022-23
September 16, 2023 at 11.00 a.m. (IST)
Video Conference (VC)/Other Audio Visual Means (OAVM)
5
2021-22
September 29, 2022 at 11.00 a.m. (IST))
Video Conference (VC)/Other Audio Visual Means (OAVM)
9
Extraordinary General Meetings:
No Extra-Ordinary General Meetings of the members of the Company were held during the period under review and during the
three preceding financial years.
ZEN TECHNOLOGIES LIMITED
84
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
Postal Ballot:
i) Person who conducted the Postal ballot exercise
The Company has appointed Mr. D. S. Rao, Practicing Company
Secretary, (Membership No. ACS 12394; and CP No. 14487)
as Scrutinizer to conduct the Postal Ballot voting process in
accordance with the law and in a fair and transparent manner.
ii) Procedure for Postal Ballot
Pursuant to Section 108, Section 110 and other applicable
provisions, if any, of the Act, read with Rule 20 and 22 of the
Companies (Management and Administration) Rules, 2014,
read with General Circular No. 14/2020 dated April 8, 2020,
General Circular No. 17/2020 dated April 13, 2020, General
Circular No.20/2020 dated May 5, 2020, General Circular No.
22/2020 dated June 15, 2020, General Circular No. 33/2020
dated September 28, 2020, General Circular No. 39/2020
dated December 31, 2020, General Circular No. 10/2021
dated June 23, 2021, General Circular No. 20/2021 dated
December 8, 2021, General Circular No. 3/2022 dated May
5, 2022, General Circular No.11/2022 dated December 28,
2022, General Circular No.9/2023 dated September 25,
2023 and General Circular No. 09/2024 dated September 19,
2024 issued by Ministry of Corporate Affairs (“MCA Circulars”),
read with Regulation 44 of the SEBI Listing Regulations and
Secretarial Standards on General Meetings (SS2) including
any statutory modification or re-enactment thereof for the
time being in force and pursuant to other applicable laws and
regulations, that the following special resolutions were passed
by the Members of the Company through postal ballot by
remote e-voting process during the Financial year 2024-25.
a) Appointment of Mr. Sanjay Vijay Singh Jesrani (DIN: 02306916) as Independent Director of the Company
Promoters/
Public
Mode
of
Voting
Type
No of Shares
held (1)
No of Votes
Polled (2)
% of Votes
Polled on
shares held
(3)=((2)/
(1)*100)
No. of Votes
in Favour (4)
No of
Votes
-Against
(5)
% of Votes
in favour on
Votes Polled
(6)=((4)/
(2)*100)
% of Votes
against on
Votes Polled
(7)=((5)/
(2)*100)
Promoter &
promoter group
Evoting
46,285,483
44,981,483
97.18
44,981,483
0
100.00
0
Public institution
3,780,202
20,96,719
55.46
20,96,719
0
100.00
0
Public non
institution
33,978,575
2,554,866
7.51
2,551,487
3,379
99.86
0.132
Total
84,044,260
49,633,068
59.05
49,629,689
3,379
99.993
0.007
b) Appointment of and Remuneration payable to Mr. Arjun Dutt Atluri, a related party, as Vice President
Promoters/
Public
Mode
of
Voting
Type
No of Shares
held (1)
No of Votes
Polled (2)
% of Votes
Polled on
shares held
(3)=((2)/
(1)*100)
No. of Votes
in Favour (4)
No of
Votes
-Against
(5)
% of Votes
in favour
on Votes
Polled
(6)=((4)/
(2)*100)
% of Votes
against on
Votes Polled
(7)=((5)/
(2)*100)
Promoter &
promoter group
Evoting
46,285,483
43,981,483
95.022
43,981,483
0
100.00
0
Public institution
3,780,202
20,96,719
55.466
1334702
7,62,017
63.657
36.343
Public non
institution
33,978,575
2,554,796
7.519
422,576
2,132,220
16.54
83.46
Total
84,044,260
48,632,998
57.866
45,738,761
2,894,237
94.049
5.951
c) Approval for raising of funds by way of issuance equity shares or any other eligible securities
Promoters/
Public
Mode
of
Voting
Type
No of Shares
held (1)
No of Votes
Polled (2)
% of Votes
Polled on
shares held
(3)=((2)/
(1)*100)
No. of Votes
in Favour (4)
No of
Votes
-Against
(5)
% of Votes
in favour on
Votes Polled
(6)=((4)/
(2)*100)
% of Votes
against
on Votes
Polled
(7)=((5)/
(2)*100)
Promoter &
promoter group
Evoting
46,285,483
44,981,483
97.183
44,981,483
0
100.00
0
Public institution
3,780,202
2096716
55.466
20,47,809
48,907
97.667
2.333
Public non
institution
33,978,575
2,554,941
7.519
2,552,343
2,598
99.898
0.102
Total
84,044,260
49,633,140
59.056
49,581,635
51,505
99.896
0.104
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
85
d) Enhancement of the existing limit under Section 186 of the Companies Act, 2013
Promoters/
Public
Mode
of
Voting
Type
No of
Shares held
(1)
No of Votes
Polled (2)
% of
Votes
Polled
on
shares
held
(3)=((2)/
(1)*100)
No. of Votes
in Favour (4)
No of
Votes
-Against
(5)
% of
Votes in
favour
on Votes
Polled
(6)=((4)/
(2)*100)
% of
Votes
against
on Votes
Polled
(7)=((5)/
(2)*100)
Promoter &
promoter group
Evoting
46,285,483
44,981,483
97.183
44,981,483
0
100.00
0
Public institution
3,281,641
19,90,238
60.648
11,44,845
8,45,393
57.523
42.477
Public non
institution
34,477,136
2,481,470
7.197
2,72,263
2,209,207
10.972
89.028
Total
84,044,260
49,453,191
58.842
46,398,591
3,054,600
93.823
6.177
7) MEANS OF COMMUNICATION:
• Quarterly and annual results:
Quarterly and annual results of the Company are published in
widely circulated national newspapers such as the Financial
Express (All Editions) and the local vernacular daily, Nava
Telangana. These are also made available on the Company’s
website at www.zentechnologies.com.
• News and Media Release:
The official news and media releases are disseminated to the
stock exchanges and displayed on the Company’s website.
• Earning calls and presentations to Institutional
Investors/Analysts:
The Company organises an earnings call with analysts and
investors after the announcement of financial results. The
transcript and audio recording of the earnings call is also
uploaded on the Company’s website as well as filed with
the stock exchanges where the securities of the Company
are listed. Presentations made to institutional investors and
financial analysts on the financial results is filed with the stock
exchanges and uploaded on the Company’s website.
• Website:
The
primary
source
of
information
regarding
the
Company’s operations is the Company’s website at www.
zentechnologies.com, where all official news releases and
presentations made to institutional investors and analysts are
posted. It contains a separate dedicated investors section,
as required under Regulation 46(2) of the SEBI Listing
Regulations, where the information for members is available.
• Annual Report:
The Company’s Annual Report containing, inter alia, the
Board’s Report, Additional Shareholders Information, the
Corporate Governance Report, the Business Responsibility
and Sustainability Report, Management’s Discussion and
Analysis (MD&A), Audited Standalone and Consolidated
Financial Statements, Auditors’ Report and other important
information are circulated to members and others so entitled.
The Annual Report is also available on the Company’s
website in a user-friendly and downloadable form.
• Reminder to investors:
Reminders to collect unclaimed dividend on shares are sent
to the relevant shareholders.
• Compliances with stock exchanges:
The Company disseminates the requisite corporate
announcements including the SEBI Listing Regulations
compliances through NSE Electronic Application Processing
System (NEAPS)/BSE Corporate Compliance & Listing
Centre. The NEAPS/BSE’s Listing Centre is a web-based
application and periodical filings like shareholding pattern,
corporate governance report, financial results, material/
price sensitive information, etc. are filed electronically on
such designated platforms.
8) GENERAL SHAREHOLDER INFORMATION:
a) 32nd Annual General Meeting:
Day and
Date
Saturday, August 23, 2025
Time
9 : 30 a.m. (IST)
Venue
In compliance with General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate
Affairs and SEBI vide its Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024, AGM
will be conducted through Video Conference (VC)/Other Audio Visual Means (OAVM). The deemed venue for
the AGM shall be the registered office of the Company situated at B-42, Industrial Estate, Sanathnagar, Hyderabad,
Telangana, 500018.
b) Financial year:
The Company follows April 01 to March 31 as the financial year.
ZEN TECHNOLOGIES LIMITED
86
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
c) Final Dividend:
The Board of Directors have recommended final dividend of ` 2 per equity share of face value of ` 1 each, for approval of members
at the 32nd AGM. The final dividend, if approved by the members, would be paid within 30 days of AGM to those members whose
name appears in the Register of Members as on the Record Date i.e, August 15, 2025. For more details, refer to the ‘TDS Instructions
on Dividend Distribution’ which forms part of the notice convening the 32nd AGM. Details of unclaimed dividend(s) liable to be
transferred to IEPF during FY26 are outlined in the Board’s Report and Notice convening the 32nd AGM.
d) Listing of Equity Shares on Stock Exchanges:
Equity Shares of the Company are listed on the following stock exchanges:
Name of Stock Exchanges
Address of Stock Exchanges
Stock Code/Symbol
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G, Bandra Kurla Complex,
Bandra (E), Mumbai – 400 051
ZENTEC
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai – 400 001
533339
The Company has paid the annual listing fees for FY25 to the above stock exchanges and annual custodial fees to NSDL & CDSL.
e) There was no suspension of trading in Securities of the Company during the year under review.
f) Registrars and Share Transfer Agents:
KFin Technologies Limited is the Registrar and Share Transfer Agent of the Company. Any request pertaining to investor services may
be addressed to the following address:
KFin Technologies Limited
Unit: Zen Technologies Limited
Selenium Tower B, Plot No 31 & 32,
Gachibowli, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad – 500 032
Phone: +91 -40 - 67161605
Fax: + 91- 40 - 23001153
Website: https://ris.kfintech.com
Email id: einward.ris@kfintech.com
g) Share Transfer system:
Transfer of shares in electronic form are processed and approved by NSDL/CDSL through their Depository Participant(s), without
involvement of the Company.
h) Distribution of Shareholding as on March 31, 2025:
S. No.
Category
No. of Shareholders
%
No. of Shares
%
1
1-5000
2,82,655
99.78
2,12,04,331
23.48
2
5001- 10000
285
0.10
20,77,159
2.30
3
10001- 20000
167
0.06
23,86,195
2.64
4
20001- 30000
58
0.02
14,38,173
1.59
5
30001- 40000
28
0.01
9,74,909
1.08
6
40001- 50000
24
0.01
10,94,938
1.21
7
50001- 100000
25
0.01
17,30,730
1.92
8
100001& Above
47
0.02
5,93,83,921
65.77
Total:
2,83,289
100.00
9,02,90,356
100.00
i) Dematerialization of shares & liquidity and updation of KYC:
The Company has dematerialized its equity shares with both the depositories viz. National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL).
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
87
As on March 31, 2025, 99.90% of the Company’s paid-up share capital was held in dematerialized form. Particulars of number of
shares held in dematerialized and physical form, are as under:
Particulars
Number of shares
% of paid-up capital
Held in dematerialized form in NSDL
7,32,33,204
81.11%
Held in dematerialized form in CDSL
1,69,66,892
18.79%
Held in physical form
90,260
0.1 %
TOTAL
9,02,90,356
100.00%
Members are advised to convert their physical shareholding into electronic holding in order to mitigate the risks associated with
holding physical share certificates and also derive other benefits of dematerialization, such as easy liquidity, electronic transfer,
etc. Pursuant to an amendment in the SEBI Listing Regulations effective from April 1, 2019, any request for transfer of shares shall
be processed for shares held in dematerialized form only. Further, SEBI vide Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/
CIR/2022/8 dated January 25, 2022, has mandated to issue securities in dematerialized form only, while processing service requests
viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate;
endorsement; sub-division/splitting; consolidation of securities certificates; transmission and transposition.
SEBI vide Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read with Circular No. SEBI/
HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/
CIR/2023/37 dated March 16, 2023 has mandated all listed entities to ensure that shareholders holding shares in physical form
shall update their PAN, KYC, Nomination and Bank account details (if not updated or provided earlier) through the Registrar & Share
Transfer Agent.
Members are requested to update these details by submitting the forms available on the link at https://ris.kfintech.com/
clientservices/isc/isrforms.aspx.
Members holding shares in dematerialized form are requested to intimate changes, if any in their address, e-mail id, bank account
details etc. to their Depository Participant (DP)/Registrars & Share Transfer Agent (RTA).
j) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion Date and likely
impact on Equity:
The Company has not issued any GDRs/ADRs/Warrants or any convertible Instruments and therefore there are no outstanding
instruments.
k) Commodity Price Risk or Foreign Exchange risk and hedging activities:
The Company is not carrying on any Commodity Business and has also not undertaken any hedging activities; hence same are not
applicable to the Company.
l) Plant Location(s):
The Company has a plant situated at Plot No.35, 36 & 37, Kancha Imarath, Near Ravirala Village, Hardware Park, Ranga Reddy District
- 501 510, Telangana, India.
m) Address for correspondence:
Registrar and Share Transfer Agents:
Company Officer:
KFin Technologies Limited
Unit: Zen Technologies Limited
Selenium Tower B, Plot No 31 & 32,
Gachibowli, Financial District, Nanakramguda, Serilingampally
Mandal, Hyderabad – 500 032
Phone: +91 -40 - 67161606
Fax: + 91- 40 - 23001158
Email id: einward.ris@kfintech.com
Sourav Dhar
Company Secretary and Compliance Officer
Zen Technologies Limited,
B-42, Industrial Estate, Sanathnagar, Hyderabad - 500 018,
Telangana, India
Phone: +91-40 - 23814894, 23813294
Fax: +91-40 – 23813694
Email id: cosec@zentechnologies.com
n) List of all credit ratings obtained by the entity along with any revisions thereto during the relevant
financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme
or proposal of the listed entity involving mobilization of funds, whether in India or abroad:
The Company’s credit ratings from CRISIL Ratings (CRISIL) on long term borrowings is “CRISIL A/Positive (Upgraded from ‘CRISIL A/
Stable’)” and on short term borrowings is “CRISIL A1”.
ZEN TECHNOLOGIES LIMITED
88
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
9) OTHER DISCLOSURES:
a) Disclosures on materially significant related
party transactions that may have potential
conflict with the interests of Company at large:
All related party transactions that were entered into during
FY 2024-25 were on an arm’s length basis and, in the ordinary
course of business and were in compliance with the applicable
provisions of the Act, and the SEBI Listing Regulations. There
were no materially significant related party transactions entered
into by the Company with Promoters, Directors, KMPs or other
designated persons which may have a potential conflict with
the interest of the Company at large. The Company has not
entered into any transaction with any person or entity belonging
to the Promoter/Promoter Group which holds(s) 10% or more
shareholding in the Company and has not given any loan to
any firm/Company in which Directors of the Company are
interested. Prior approval of Audit Committee was sought
for all the related party transactions and Audit Committee
on a quarterly basis has reviewed all RPTs vis-à-vis approvals
accorded by it.
During FY 2024-25, members at their 31st Annual General
Meeting accorded approval for entering into Material Related
Party Transactions with Unistring Tech Solutions Private Limited,
Subsidiary Company up to an amount of ` 1,00,000 Lakhs.
In compliance with Regulations 34(3) of SEBI Listing Regulations
and the Accounting Standard 18, transactions with related
parties are disclosed in the notes to accounts.
The Policy on Related Party Transactions as approved by
the Board is placed on the website of the Company at
https://www.zentechnologies.com/policies-and-code-of-conduct
b) Details of non-compliance by the Company
and/or penalties & strictures imposed on the
Company by stock exchanges or SEBI or any
statutory authority, on any matter related to
capital markets during the last three years:
There is no instance of non-compliance by the Company or
penalty and/or stricture imposed on the Company by stock
exchanges or SEBI or any statutory authority, on any matter
related to capital market, during the last three years. Further,
there is no non-compliance of any requirement of Corporate
Governance Report as prescribed under sub-para (2) to (10) of
Part C of Schedule V of the SEBI Listing Regulations.
c) Vigil mechanism/Whistle Blower Policy:
The Board of Directors of the Company had adopted the Whistle
Blower policy. The Company has established a mechanism
for employees and Directors to report to the management,
concerns about unethical behaviour, actual or suspected
fraud or violation of the Company’s Code of conduct etc. The
employees have been provided direct access to the Chairman
of the Audit Committee. The mechanism also emphasis on
making enquiry into whistle blower complaint received by
the Company. The Audit Committee reviews periodically the
functioning of the whistle blower mechanism. No employee has
been denied access to the Audit Committee.
A copy of the Whistle Blower Policy is hosted on the Company’s
website at https://www.zentechnologies.com/policies-and-
code-of-conduct
During the year under review, no complaints were received
under this mechanism.
d) Details of compliance with mandatory
requirements
and
adoption
of
the
non-
mandatory requirements:
The Company has complied with all the mandatory
requirements of Corporate Governance as per SEBI Listing
Regulations and is in the process of implementing the non-
mandatory requirements.
e) Policy for determining material subsidiaries
The Company has formulated a policy for determining material
subsidiaries in terms of Regulation 16 of the SEBI Listing
Regulations. This Policy is hosted on the Company’s website
at https://www.zentechnologies.com/policies-and-code-of-
conduct.
The Audit Committee and Board reviews the financial
statements, significant transactions and minutes of the
subsidiaries.
f) Details of utilization of funds raised through
preferential allotment or qualified institutions
placement as specified under Regulation 32(7A)
of SEBI Listing Regulations::
During the year under review, the Company raised ` 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 ` 1
each at a price of ` 1,601 per equity share, including a premium
of ` 1,600 per Equity Share aggregating to ` 1,00,000 Lakhs to
Qualified Institutional Buyers on August 23, 2024.
Pursuant to the provisions of Regulation 32(7A) of the SEBI Listing Regulations, the statement of utilization of the net proceeds of QIP
as on March 31, 2025, is mentioned below:
Sr. No.
Object for which funds have been utilized
Funds
Allocated
(` in Lakhs)
Funds Utilized
(` in Lakhs)
1
Funding working capital requirements of the Company
41,000
37,126
2
Funding inorganic growth through acquisitions and other strategic initiatives
35,000
10,570
3
General corporate purposes
21,951
9,316
4
Issue Expense
2,049
2,049
TOTAL
1,00,000
59,061
ZEN TECHNOLOGIES LIMITED
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g) Certificate from Practising Company Secretary:
A certificate from a Company Secretary in Practice that none of the directors on the board of the Company have been debarred or
disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such
statutory authority has been enclosed separately to this report.
h) Acceptance of the recommendations of the Committees by the Board of Directors:
All the recommendations of the Committees were accepted by the Board of Directors of the Company during the financial year
2024-25.
i) Details of fees paid to the statutory auditors:
Given below are the details of fees paid to M/s. Ramasamy Koteswara Rao and Co LLP, Chartered Accountants, Statutory Auditors of
the Company during the financial year ended March 31, 2025:
Sr. No.
Payments to the Statutory Auditors (excluding taxes)
Fees paid (` in Lakhs)
1
Fees for Audit and related services
15.00
2
Fees for Non-Audit services
33.65
TOTAL
48.65
j) Disclosures in relation to the sexual harassment of women at the workplace (Prevention, Prohibition
and Redressal) Act, 2013:
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH
Act’) and rules made thereunder, the Company has formed an Internal Complaints Committee (ICC) for its workplaces to address
complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for the prevention
of sexual harassment at the workplace, which ensures a free and fair inquiry process with clear timelines for resolution.
The details of complaints received/resolved during the year under review are given below:
Sr. No.
Particulars
Number of complaints
1
Number of complaints pending at the beginning of FY25
0
2
Number of complaints filed during FY25
0
3
Number of complaints disposed off during FY25
0
4
Number of complaints pending as at end of FY25
0
k) Disclosure of Loans and advances in the nature of loans to firms/companies in which directors are
interested by name and amount:
The Company and its subsidiaries have not granted loans and advances in the nature of loans to firms/Companies in which Directors
of the Company are interested.
l) Details of material subsidiaries of the Company, including the date and place of incorporation and
the name and date of appointment of the statutory auditors of such subsidiaries:
Particulars
Details of Material Subsidiaries
Name of material subsidiary
Unistring Tech Solutions Private Limited
Applied Research International Private Limited
Date and place of incorporation
February 06, 2007, Hyderabad
December 02, 1998, Delhi
The name of the statutory auditors
M/s. Dendukuri Associates, Hyderabad
M/s. G.M. Kapadia & Co, Delhi
Date of appointment
of Statutory Auditors
September 18, 2024
August 13, 2024
m) Details of compliance with mandatory requirements and adoption of Discretionary Requirements:
The Company has adopted/complied with the discretionary requirements specified in Part E of Schedule II as detailed below:
i. The Board:
The Chairman of the Company is an Executive Director and maintains the Chairman’s office at the Company’s expenses for the
performance of his duties.
ii. Shareholders’ rights:
All the quarterly financial results are submitted to both the stock exchanges and are simultaneously placed on the website of the
Company at https://www.zentechnologies.com/half-yearly-quarterly-results apart from publishing the same in the newspapers.
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iii. Audit qualifications:
The auditors have not qualified the financial statements of the Company.
iv. Reporting of internal audit:
The Internal Auditor quarterly updates the Audit Committee on internal audit findings at the Committee’s meetings.
n) The disclosures of the compliance with corporate governance report specified in Regulation 17 to
27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations are as follows:
Regulation
Particulars of regulations
Compliance status
(Yes/No)
17
Board of Directors
Yes
17A
Maximum Number of Directorship
Yes
18
Audit committee
Yes
19
Nomination and Remuneration committee
Yes
20
Stakeholders Relationship committee
Yes
21
Risk Management committee
Yes
22
Vigil mechanism
Yes
23
Related party transactions
Yes
24
Corporate Governance requirements with respect to Subsidiary of listed entity
Yes
24A
Secretarial Audit
Yes
25
Obligations with respect to Independent directors
Yes
26
Obligation with respect to Directors and Senior Management
Yes
27
Other Corporate Governance requirements
Yes
46
Website
Yes
o) Disclosure of certain types of agreements binding the Company:
There are no agreements entered into by the shareholders or promoters or promoter group entities or related parties or Directors
or key managerial personnel or employees of the Company or its subsidiaries which either directly or indirectly or have the potential
to impact the management or control of the Company by imposing any restrictions or creating any liability upon the Company as
specified in Clause 5A of Paragraph A of Part A of Schedule III of the SEBI Listing Regulations.
p) MD and CFO Certificate:
In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Chairman and Managing Director
and CFO in relation to the financial statements for the year ended March 31, 2025, is enclosed separately to this Report.
q) Auditors’ Certificate on Corporate Governance:
As required by Schedule V of the SEBI Listing Regulations, the Certificate on Corporate Governance issued by Practising Company
Secretary is enclosed separately to this Report.
r) Code of conduct for prevention of insider trading:
The Company has in place a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate
Relatives of Designated Persons (“Code of Conduct”) which provides a framework for dealings in securities by Designated Persons
of the Company as required by the listed Companies pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Insider
Trading Regulations”).
Trading window closure notice is disseminated to all the directors and designated persons and to concerned stock exchanges in
advance. Violations of the policy, if any, are appropriately acted on and reported to the SEBI/Stock Exchanges. The Company also
maintains a Structured Digital Database, as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and has also
implemented an online application for approving preclearances to insiders, who intend to trade in the securities of the Company.
The Company Secretary is appointed as the Compliance Officer by the Board to ensure compliance and effective implementation
of the Insider Trading Regulations. As per the Statutory Requirements, the matters related to the Insider Trading Regulations are
reported to the Audit Committee as and when required.
s) Disclosures with respect to demat suspense account/unclaimed suspense account: Not Applicable
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t) Details of Senior Management:
List of Senior Management Personnel:
S.No
Name
Designation
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 & Compliance Officer
7)
Ms. Gowri Chintala Siddamshetty
Chief Human Resource Officer
Changes in Senior Management Personnel during the financial year:
S.No
Name
Designation
Details of Change
Effective Date
1)
Mr. M. Raghavendra Prasad
Company Secretary &
Compliance Officer
Resignation
September 24, 2024
2)
Mr. Sourav Dhar
Company Secretary &
Compliance Officer
Appointment
November 02, 2024
3)
Ms. Gowri Chintala Siddamshetty
Chief Human Resource Officer
Appointment
February 14, 2025
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Certificate on Compliance with Code of Conduct
To
The Members of Zen Technologies Limited
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that the Company
has adopted a Code of Conduct for all Board Members and Senior Management and the same has been placed on the Company’s
Website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct in respect for
the Financial Year ended March 31, 2025.
For and on behalf of the Board
Place: Hyderabad
Ashok Atluri
Date: May 17, 2025
Chairman and Managing Director
DIN: 00056050
Compliance Certificate
[Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)]
We, Chairman and Managing Director, and Chief Financial Officer of Zen Technologies Limited (‘the Company’), certify that:
A.
We have reviewed the Audited financial results of the Company, both Standalone and Consolidated, for the financial year
ended on March 31, 2025, and that to the best of our knowledge and belief:
i.
these results do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading.
ii.
these results together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
B.
There are, to the best of our knowledge and belief, no transactions entered by the Company during the financial year which are
fraudulent, illegal or violative of the Company’s code of conduct.
C.
We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.
D.
We have indicated to the Auditors and the Audit Committee:
i.
significant changes in internal control over financial reporting during the financial year ended on March 31, 2025;
ii.
significant changes in accounting policies during the financial year ended on March 31, 2025, and that the same have
been disclosed in the notes to the financial results, if any; and
iii.
instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or
an employee having a significant role in the Company’s internal control system over financial reporting.
For Zen Technologies Limited
Place: Hyderabad
Afzal Harunbhai Malkani
Ashok Atluri
Date: May 17, 2025
Chief Financial Officer
Chairman and Managing Director
DIN: 00056050
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Practicing Company Secretaries’ Certificate on Corporate
Governance
To
The Members
Zen Technologies Limited
B-42, Industrial Estate, Sanathnagar
Hyderabad- 500018
We have examined the compliance of the conditions of Corporate Governance by Zen Technologies Limited (hereinafter referred
to as “the Company”) for the year ended March 31, 2025, as stipulated in Chapter IV of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 (Listing Regulations).
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We conducted our examination of the Corporate Governance Report in accordance with the established systems and procedures
selected by me depending on our judgement, including assessment of the risks associated in compliance of the Corporate
Governance Report with the applicable criteria. The procedures include, but are not limited to, verification of secretarial records
and other information of the Company, as I deem necessary to arrive at an opinion.
Based on the procedures performed by me as mentioned above and according to the information and explanations provided to
me, I am in the opinion that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing
Regulations as applicable for the year ended March 31, 2025.
We further state that such compliance is neither an assurance as to the financial viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Place: Hyderabad
Date: May 17, 2025
FOR P.S.RAO & ASSOCIATES
COMPANY SECRETARIES
CS P.S. RAO
FCS No.10322
C.P. No. 3829
UDIN: F010322G000368295
PEER REVIEW CER NO. 6678/2025
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Certificate of Non-Disqualification of Directors
[Pursuant to Regulation 34(3) read with clause (10)(i) of Para C of Schedule V to Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015]
To
The Members
Zen Technologies Limited
B-42, Industrial Estate, Sanathnagar
Hyderabad- 500018
We have examined the relevant registers, records, forms, returns and disclosures received from the directors of Zen Technologies
Limited having CIN: L72200TG1993PLC015939 and having registered office at B-42, Industrial Estate, Sanathnagar, Hyderabad,
Telangana- 500018 (hereinafter referred to as “the Company”), produced before me by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Clause 10(i) of the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Director Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we
hereby certify that none of the directors on the Board of the Company as stated below, for the financial year ending on 31st March,
2025, have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such other statutory authority.
S.No
Name of Director
Nature/Category of
Directorship
Director
Identification
Number (DIN)
1
ASHOK ATLURI
Chairman & Managing Director
00056050
2
KISHORE DUTT ATLURI
Joint Managing Director
09691242
3
RAVI KUMAR MIDATHALA
Whole-time Director
00089921
4
SHILPA CHOUDARI
Whole-time Director
06646539
5
@RAVINDRA KUMAR TYAGI
Independent Director
01509031
6
SIRISHA CHINTAPALLI
Independent Director
08407008
7
AJAY KUMAR SINGH
Independent Director
08532830
8
SANJAY VIJAY SINGH JESRANI
Independent Director
02306916
9
&KODE DURGA PRASAD
Independent Director
07946821
@ Ceased to be the director w.e.f. 01-04-2025
& Appointed as an Independent Director w.e.f. 28-03-2025
Ensuring eligibility for the appointment/continuity of every director on the Board is the responsibility of the management of the
Company. My responsibility is to express and opinion on these, based on my verification. This certificate is neither an assurance as
to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of
the Company.
Place: Hyderabad
Date: May 17, 2025
FOR P.S.RAO & ASSOCIATES
COMPANY SECRETARIES
CS P.S. RAO
FCS No.10322
C.P. No. 3829
UDIN: F010322G000368284
PEER REVIEW CER NO. 6678/2025
ZEN TECHNOLOGIES LIMITED
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Business Responsibility and Sustainability
Reporting (BRSR)
SECTION A: GENERAL DISCLOSURES
I. Details of the listed entity
1.
Corporate Identity Number (CIN) of the Listed Entity
L72200TG1993PLC015939
2.
Name of the Listed Entity
Zen Technologies Limited
3.
Year of incorporation
June 29, 1993
4.
Registered office address
B-42 Industrial Estate, Sanathnagar, Hyderabad - 500018,
Telangana, India
5.
Corporate address
B-42 Industrial Estate, Sanathnagar, Hyderabad - 500018,
Telangana, India
6.
E-mail
cosec@zentechnologies.com
7.
Telephone
+91-40-2381 4894/3294
8.
Website
www.zentechnologies.com
9.
Financial year for which reporting is being done
2024-25
10.
Name of the Stock Exchange(s) where shares are listed BSE Limited and National Stock Exchange of India Limited
11.
Paid-up Capital
₹ 9,02,90,356
12.
Name and contact details (telephone, email address)
of the person who may be contacted in case of any
queries on the BRSR report
Mr. Sourav Dhar
Company Secretary & Compliance Officer
Ph. No: 040-2381 4894/3294.
cosec@zentechnologies.com
13..
Reporting boundary
Are the disclosures under this report made on a
standalone basis (i.e., only for the entity) or on a
consolidated basis (i.e. for the entity and all the
entities which form a part of its consolidated financial
statements, taken together).
Standalone Basis
14.
Name of assurance provider
Not Appointed
15.
Type of assurance obtained
Not Obtained
II. Products/services
16. Details of business activities (accounting for 90% of the turnover):
S. No.
Description of main activity
Description of business activity
% of turnover of the
entity (FY 25)
a.
Designing, Developing and Manufacturing
of Combat Training Solutions for Homeland
Security and Counter Drone Technology
Computer, electronic, Communication
and scientific measuring & control
equipment
100%
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S. No.
Product/Service
NIC Code
% of total turnover
contributed (FY 25)
a
Training Solutions, Counter – Drone Solutions
and Operational Equipment
26700
96%
III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:
Location
Number of plants
Number of offices
Total
National
1
3
4
International
_
2
2
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19. Markets served by the entity:
a. Number of locations
Locations
Number
National (No. of States/UTs)
All states
International (No. of Countries)
8 countries
b. What is the contribution of exports as a percentage of the total turnover of the entity?
The contribution of exports as a percentage of total turnover is 37.97%.
c. A brief on types of customers
Zen Technologies Limited ("Zen") has been in operation since 1993, focusing on the Designing, Developing and Manufacturing of
training systems and counter-drone solutions. We provide these advanced resources to esteemed entities such as the Ministry of
Defence (MOD, Government of India), allied foreign armed forces, state police units, security forces, and paramilitary organizations.
Committed to delivering top-notch services, we address the varied requirements of our valued clients, playing a crucial role in
improving their training and security capabilities both domestic and international.
IV. Employees
20. Details as at the end of Financial Year:
a. Employees and Workers (including differently abled):
S. No.
Particulars
Total (A)
Male
Female
No. (B)
% (B/A)
No. (C)
% (C/A)
Employees
1.
Permanent (D)
395
330
84%
65
16%
2.
Other than Permanent (E)
0
0
0%
0
0%
3.
Total employees (D + E)
395
330
84%
65
16%
Workers
4.
Permanent (F)
0
0
0%
0
0%
5.
Other than Permanent (G)
344
232
67%
112
33%
6.
Total workers (F + G)
344
232
67%
112
33%
b. Differently abled Employees and Workers
S. No.
Particulars
Total (A)
Male
Female
No. (B)
% (B/A)
No. (C)
% (C/A)
Differently Abled Employees
1.
Permanent (D)
0
0
0%
0
0%
2.
Other than Permanent (E)
0
0
0%
0
0%
3.
Total differently abled
employees (D + E)
0
0
0%
0
0%
Differently Abled Workers
4.
Permanent (F)
0
0
0%
0
0%
5.
Other than permanent (G)
0
0
0%
0
0%
6.
Total differently abled
workers (F + G)
0
0
0%
0
0%
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21. Participation/Inclusion/Representation of women
As on 31st March 2025
Total (A)
No. and percentage of Females
No. (B)
% (B/A)
Board of Directors
9
2
22%
Key Management Personnel
2
0
0%
22. Turnover rate for permanent employees and workers
Category
FY 2025
FY 2024
FY 2023
Male
Female
Total
Male
Female
Total
Male
Female
Total
Permanent Employees
14.43%
2.53%
16.96%
8.85%
3%
11.85%
14.5%
2.7%
17.2%
Permanent Workers
Not Applicable
V. Holding, Subsidiary and Associate Companies (including joint ventures)
23. (a) Names of holding/subsidiary/associate companies/joint ventures
S. No.
Name of the holding/
subsidiary/associate
companies/joint ventures (A)
Indicate whether holding/
Subsidiary/Associate/
Joint Venture
% of shares
held by listed
Entity
Does the entity indicated
at column A, participate in
the Business Responsibility
initiatives of the listed
entity? (Yes/No)
1
Zen Technologies USA, Inc
Subsidiary
100%
No
2
Zen Medical Technologies
Private Limited
Subsidiary
100%
No
3
Unistring Tech Solutions Private
Limited
Subsidiary
51%
No
4
Zen Defence Technologies LLC
Subsidiary
99%
No
5
AiTuring Technologies Private
Limited
Subsidiary
51%
No
6
Bhairav Robotics Private Limited
Associate
45.33%
No
7
ARI Labs Private Limited
Subsidiary
100%
No
8
Applied Research International
Private Limited
Subsidiary
76%
No
9
Vector Technics Private Limited
Subsidiary
51%
No
VI. CSR Details
24.
(i) Whether CSR is applicable as per Section 135 of Companies Act, 2013: (Yes/No)
Yes, CSR is applicable to Zen Technologies Limited
(ii) Turnover (in ₹): 93,066.72 Lakhs
(iii) Net worth (in ₹): 168,898.00 Lakhs
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VII. Transparency and Disclosures Compliances
25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on
Responsible Business Conduct:
Stakeholder
group from
whom
complaint is
received
Grievance redressal
mechanism in place
(Yes/No) (If Yes, then
provide web-link for
grievance red
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Number of
complaints
filed during
the year
Number of
complaints
pending resolution
at close of the year
Remarks
Number of
complaints
filed during
the year
Number of
complaints pending
resolution at close
of the year
Remarks
Communities
Yes
https://www.
zentechnologies.com/
investor-contacts
https://www.
zentechnologies.com/
investor_relations/
WhistleBlower-Policy.pdf
https://www.
zentechnologies.com/
Zen-Technologies-SHP.pdf
0
0
NA
0
0
NA
Investors
(other than
shareholders)
0
0
NA
0
0
NA
Shareholders
1
0
0
0
As per
the report
submitted
to Stock
Exchanges
on
Quarterly
basis
Employees and
workers
0
0
NA
0
0
NA
Customers
0
0
NA
0
0
NA
Value Chain
Partners
0
0
NA
0
0
NA
Other (please
specify)
0
0
NA
0
0
NA
26. Overview of the entity’s material responsible business conduct issues
Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that
present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with
its financial implications, as per the following format:
Sr.
no
Material issue
identified
Indicate
whether
risk or
opportunity
Rationale for identifying the
risk/opportunity
In case of risk, approach to
adapt or mitigate
Financial implications of
the risk or opportunity
(Indicate positive or
negative implications)
1
Technological
Advancements
and Innovation
Opportunity
Recognizing and leveraging
technological advancements
while promoting innovation
can provide Zen Technologies
Limited with a competitive
advantage, resulting in the
creation of state-of-the-art
products and services, a larger
market share, and enhanced
customer satisfaction.
NA
Positive: Possible revenue
expansion, cost reductions
through enhanced efficiency,
and greater profitability.
2
Government
Regulations and
Policies
Risk and
Opportunity
Compliance with government
regulations is essential to
prevent penalties and sustain a
positive business environment.
Whereas, supportive policies
can create opportunities for Zen
Technologies Limited to obtain
government contracts and
incentives.
Keep up to date with evolving
regulations, ensure compliance,
and proactively interact with
policymakers to promote
beneficial policies.
Negative: Failure to comply
can result in fines and harm
to reputation.
Positive: Adherence to
regulations can create more
business opportunities and
possible cost reductions.
3
Customer
Satisfaction and
Retention
Opportunity
Satisfied customers are more
inclined to remain loyal and
endorse Zen Technologies
Limited's products and services
to others, resulting in higher
sales and an enhanced brand
reputation.
NA
Positive: Improved
customer retention can
result in greater recurring
revenue and lower marketing
expenses for attracting new
customers.
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26. Overview of the entity’s material responsible business conduct issues (Contd.)
Sr.
no
Material issue
identified
Indicate
whether
risk or
opportunity
Rationale for identifying the
risk/opportunity
In case of risk, approach to
adapt or mitigate
Financial implications of
the risk or opportunity
(Indicate positive or
negative implications)
4
Cybersecurity
and Data
Privacy
Risk
As a defense sector organization
entrusted with sensitive
information, the risk of
cybersecurity breaches and data
privacy violations can lead to
legal repercussions, reputational
damage, and substantial
financial losses.
The Company has established a
robust Cyber Risk Management
framework, perform regular
security assessments, and adhere
to data protection regulations.
Data access is strictly controlled
and data encryption is employed
to ensure security.
Negative: Data breaches
can lead to financial losses,
legal repercussions, and
harm to the Company's
reputation.
5
Talent
Acquisition and
Retention
Opportunity
and Risk
Attracting and keeping skilled
and talented employees is
essential for the Company's
growth and success. Whereas
high employee turnover can
result in higher recruitment
expenses and the loss of
valuable expertise.
Provide attractive compensation
packages, opportunities for
career advancement, and
cultivate a positive workplace
culture.
Positive: Efficient talent
management can lead to
enhanced productivity and
decreased recruitment costs.
Negative: High turnover can
result in increased expenses
and lower productivity.
6
Supply Chain
Disruption
Risk
Recognizing the risk of supply
chain disruptions is essential, as
it can result in production delays,
higher costs, and customer
dissatisfaction.
The Company keeps a diverse
supplier network, carries out
regular risk assessments, and
creates contingency plans to
alleviate supply chain disruptions.
Additionally, fostering
collaborative relationships with
suppliers and utilizing real-time
monitoring helps ensure prompt
responses to potential issues.
Negative: Effective risk
management reduces
financial losses linked to
supply chain disruptions,
including production
downtime and rising
operational costs.
7
Energy and
Emissions
Risk
High energy consumption and
associated emissions pose
operational and regulatory risks,
especially given the evolving
defence procurement norms
emphasizing sustainability.
The Company is investing in
energy-efficient technologies
and renewable energy
integration across our
manufacturing processes.
Negative: Energy and
emissions-related risks may
lead to increased operational
costs due to rising energy
prices, carbon taxes, and
compliance expenditures.
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the
NGRBC Principles and Core Elements.
S.No.
Principal Description
Reference of Policies
P1
Businesses should conduct and govern themselves with integrity,
and in a manner that is Ethical, Transparent and Accountable
• Business Responsibility Policy
• Risk Management Policy
• Code of Conduct
P2
Businesses should provide goods and services in a manner that is
sustainable and safe
• Business Responsibility Policy
P3
Businesses should respect and promote the well-being of all
employees, including those in their value chains
• Business Responsibility Policy
• Health & Safety Policy
• Code of Conduct
P4
Businesses should respect the interests of and be responsive to all its
stakeholders
• Business Responsibility Policy
• Health & Safety Policy
• Code of Conduct
P5
Businesses should respect and promote human rights
• Human Rights Policy
• Policy on Sexual Harassment of Women at
Workplace
P6
Businesses should respect and make efforts to protect and restore
the environment
• Environment Policy
P7
Businesses, when engaging in influencing public and regulatory
policy, should do so in a manner that is responsible and transparent
• Business Responsibility Policy
P8
Businesses should promote inclusive growth and equitable
development
• Business Responsibility Policy
• Corporate Social Responsibility Policy
P9
Businesses should engage with and provide value to their consumers
in a responsible manner
• Business Responsibility Policy
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Disclosure Questions
P1
P2
P3
P4
P5
P6
P7
P8
P9
Policy and management processes
1.
a.
Whether your entity’s policy/
policies cover each principle
and its core elements of the
NGRBCs. (Yes/No)
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
b.
Has the policy been approved
by the Board? (Yes/No)
Yes, the statutory policies are approved by the Board or Board Committees, as
applicable. Other applicable policies are either approved by the Board or by the
appropriate authority.
c.
Web Link of the Policies, if
available
All the policies are available at:
https://www.zentechnologies.com/policies-and-code-of-conduct
2.
Whether the entity has translated
the policy into procedures.
(Yes/No)
Yes
3.
Do the enlisted policies extend to
your value chain partners?
(Yes/No)
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
4.
Name
of
the
national
and
international codes/certifications/
labels/standards
(e.g.
Forest
Stewardship Council, Fairtrade,
Rainforest
Alliance,
Trustea)
standards (e.g. SA 8000, OHSAS,
ISO, BIS) adopted by your entity
and mapped to each principle.
Zen Technologies aligns its policies with internationally recognized standards and
practices, including ISO 9001:2015 for quality management systems and ISO/
IEC 27001:2013 for information security management systems. By following these
global standards, the Company showcases its dedication to delivering high-quality
products and services while protecting sensitive information through strong security
measures.
5.
Specific
commitments,
goals
and targets set by the entity with
defined timelines, if any.
Sustainability is a fundamental priority for Zen Technologies, as we recognize its critical
importance in fostering long-term growth and resilience. We believe that integrating
sustainable practices into our operations not only benefits the environment but also
enhances our social responsibility and strengthens our reputation in the marketplace.
We are currently in the process of developing the sustainability goals and targets,
aiming to enhance our commitment to environmental stewardship and social
responsibility. We are actively engaging with relevant teams and stakeholders to
ensure that our goals are measurable, achievable, and impactful.
6.
Performance of the entity against
the specific commitments, goals
and targets along-with reasons in
case the same are not met.
Zen Technologies is currently in the process of developing its sustainability goals
and targets. We intend to begin disclosing our performance against these goals and
targets starting next year.
Governance, leadership and oversight
7.
Statement by director responsible
for the business responsibility
report,
highlighting
ESG
related challenges, targets and
achievements (listed entity has
flexibility regarding the placement
of this disclosure)
Zen Technologies is committed to upholding Environmental, Social, and Governance
(ESG) principles across all aspects of its operations. The Company continues to
address key ESG challenges such as optimizing the use of energy, water, and raw
materials, reducing greenhouse gas (GHG) emissions, and fostering an ethical,
diverse, and inclusive workplace culture. Based on an assessment conducted by
The Energy and Resources Institute (TERI), our simulation technologies were found
to offer significant sustainability benefits, with estimated potential savings and an
avoidance of 3,676 tCO₂e emissions over a 30-year period.
This reflects our continued focus on developing innovative solutions that contribute
to a low-carbon and resource-efficient future. Internally, we remain committed to
promoting employee engagement, skill development, and inclusion, which are key
pillars of our social responsibility.
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Disclosure Questions
P1
P2
P3
P4
P5
P6
P7
P8
P9
8.
Details of the highest authority
responsible for implementation
and oversight of the Business
Responsibility policy/policies
Mr. Ashok Atluri
Chairman & Managing Director
+91 40 23813281
E-mail: cosec@zentechnologies.com
9.
Does the entity have a specified
Committee of the Board/Director
responsible for decision making on
sustainability related issues? (Yes/
No). If yes, provide details.
No
10. Details of Review of NGRBCs by the Company:
Subject for Review
Indicate whether review was undertaken
by Director/Committee of the Board/Any
other Committee
Frequency (Annually/Half yearly/
Quarterly/Any other – please specify)
P1
P2
P3
P4
P5
P6
P7
P8
P9
P1
P2
P3
P4
P5
P6
P7
P8
P9
Performance against above
policies
and
follow
up
action
The policies adhere to relevant laws and
national standards. The responsibility for
implementing the policies rests with the
respective functional heads, and they are
subject to review by the management.
The Policies of the Company are reviewed
periodically or on need basis by respective
Department heads/Executive Directors/
Board Committees/Board of Directors, as
applicable.
Compliance
with
statutory
requirements of relevance to
the principles, and rectification
of any non-compliances
Compliance with statutory requirements of
relevance to the principles, and rectification of
any non-compliances
11.
Has the entity carried
out independent
assessment/evaluation
of the working of its
policies by an external
agency? (Yes/No). If
yes, provide name of
the agency.
P1
P2
P3
P4
P5
P6
P7
P8
P9
The entity has certifications for ISO 9001 and undergoes periodical assessment both internally
& externally to evaluate effectiveness of management system and policies.
Assessment is being carried out, by the accredited certification body, at our facilities.
12. If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated:
Questions
P1
P2
P3
P4
P5
P6
P7
P8
P9
a.
The entity does not consider the
principles material to its business
(Yes/No)
Not Applicable
b.
The entity is not at a stage where
it is in a position to formulate
and implement the policies on
specified principles (Yes/No)
c.
The entity does not have the
financial or/human and technical
resources available for the task
(Yes/No)
d.
It is planned to be done in the next
financial year (Yes/No)
e.
Any other reason (please specify)
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SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key
processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are
expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed
by entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible.
Principle 1: Businesses should conduct and govern themselves with integrity, and in a manner that
is Ethical, Transparent and Accountable
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:
Segment
Total number
of training and
awareness
programmes held
Topics/principles covered under the
training and its impact
Percentages of persons
in respective category
covered by the awareness
programmes
Board of Directors
(BoD)
4
Familiarization programmes for the Board of
Directors/KMPs of the Company are done
periodically. The topics of the programmes
includes business and industry updates, risk
management, important regulatory changes and
compliances of various statutory requirements,
updating on various Codes/Policies of the
Company, environmental, social and governance
parameters, legal cases, etc
100%
Key Managerial
Personnel (KMPs)
4
100%
Employees other
than BoD and KMPs
77
•
Posh Act
•
Fire Mock Drill
•
Six Sigma -Green Belt
•
ISMS 27001:2022 Process
•
Time Management
•
Supplier selection process
•
PIT Training
•
Human rights
100%
Workers
6
•
Health & Safety
•
POSH Act
•
Human rights
•
ISO Guidelines
100%
2. Details of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings (by
the entity or by directors/KMPs) with regulators/law enforcement agencies/judicial institutions, in the financial
year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in
Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the
entity’s website):
a. Monetary
Particulars
NGRBC
Principle
Name of the regulatory/
Enforcement agencies/judicial
institutions
Amount
(In INR)
Brief of the
Case
Has an appeal
been preferred?
(Yes/No)
Penalty/Fine
Nil
Compounding fee
Settlement
b. Non-Monetary
Particulars
NGRBC
Principle
Name of the regulatory/
Enforcement agencies/
judicial institutions
Brief of the
Case
Has an appeal been
preferred? (Yes/No)
Imprisonment
Nil
Punishment
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3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision preferred in cases where
monetary or non-monetary action has been appealed.
Case Details
Name of the regulatory/enforcement agencies/judicial institutions
Not Applicable
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web-link to the policy.
Zen Technologies has adopted a robust commitment to the highest standards of ethical and lawful business conduct. The Company
maintains a zero-tolerance stance toward all forms of bribery, corruption, and unethical practices. Although we do not have a
separate policy however, these principles are firmly embedded in our Code of Conduct, which applies to all employees, suppliers,
contractors, business partners, and other stakeholders.
The Code of Conduct outlines a clear stance against any form of bribery, corruption, or unethical behavior. It prohibits all employees
and associated parties from offering, accepting, or soliciting any undue advantage, gift, payment, or favour that may improperly
influence business decisions.
These standards are communicated during onboarding and ongoing engagements with internal and external stakeholders to
ensure to act in alignment with the Company’s values. Through these mechanisms, Zen Technologies upholds its commitment to
ethical business practices and compliance with applicable laws and regulations across all its operations.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/corruption.
Particulars
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Directors
Nil
Nil
KMPs
Employees
Workers
6. Details of complaints with regard to conflict of interest:
Particulars
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Number
Remarks
Number
Remarks
Number of complaints received in relation to issues of Conflict
of Interest of the Directors
Nil
Nil
Number of complaints received in relation to issues of Conflict
of Interest of the KMPs
7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by
regulators/law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest.
Not applicable, as there have been no issues concerning fines, penalties, or actions taken by regulators, law enforcement agencies,
or judicial institutions regarding cases of corruption and conflicts of interest.
8. Number of days of accounts payables ((Accounts payable *365)/Cost of goods/services procured) in the
following format:
Particulars
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Number of days of accounts payables
5
22
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9. Open-ness of business
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with
loans and advances & investments, with related parties, in the following format:
Parameter
Metrics
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Concentration
of Purchases
a.
Purchases from trading houses as % of
total purchases
9%
12.2%
b.
Number of trading houses where
purchases are made from
117
109
c.
Purchases from top 10 trading houses
as % of total purchases from trading
houses
72.75%
91.05%
Concentration
of Sales
a.
Sales to dealers/distributors as % of
total sales
0
0
b.
Number of dealers/distributors to
whom sales are made
0
0
c.
Sales to top 10 dealers/distributors as
% of total sales to dealers/distributor
0
0
Share of RPTs in
a.
Purchases (Purchases with related
parties/Total Purchases)
45.05%
13.26%
b.
Sales (Sales to related parties/Total
Sales)
0.02%
3.02%
c.
Loans & advances (Loans & advances
given to related parties/Total loans &
advances)
0
0
d.
Investments (Investments in related
parties/Total Investments made)
39.58%
1.28%
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:
Total number
of awareness
programmes held
Topics/principles covered under the training
%age of value chain partners covered (by
value of business done with such partners)
under the awareness programmes
2
Zen’s business strategy along with our expectations
regarding quality from the vendor partners
2%
2. Does the entity have processes in place to avoid/manage conflict of interests involving members of the Board?
(Yes/No) If Yes, provide details of the same.
Zen Technologies has established a comprehensive Code of Conduct that is applicable to all employees, senior management, and
the Board of Directors. This Code includes clear provisions related to conflicts of interest, ensuring that all individuals are aware of
their responsibilities to avoid situations that may compromise their impartiality or integrity.
All the policies are available at: https://www.zentechnologies.com/policies-and-code-of-conduct
Principle 2: Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made by the
entity, respectively.
FY 2025
(Current
Financial Year)
FY 2024
(Previous
Financial Year)
Details of improvements in environmental and social impacts
R&D
14.2%
3.18%
As a defence simulators manufacturer, we prioritize sustainability in our products. We use
natural gas compressors instead of CO₂ for weapon recoil, reducing emissions. Visuals are
projected onto walls rather than synthetic materials, cutting down plastic use. HVAC systems
in container shooting ranges capture smoke for cleaner air, and lead from fired bullets is
recovered and reused, promoting resource efficiency and environmental safety.
Capex
-
-
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2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
The entity has no set procedure in place for sustainable sourcing however, Vendors are onboarded after due diligence to ensure
alignment with our expectations, including labor standards, data security, and environmental compliance. Regular assessments and
engagement initiatives are conducted to promote awareness and strengthen sustainable practices across the supplier ecosystem.
b. If yes, what percentage of inputs were sourced sustainably?
Not Applicable
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of
life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
As a leading provider of advanced combat training solutions for defence and security forces worldwide, we aim to be transparent
with our stakeholders regarding our waste management practices. The waste generated at the end of the life of the product is being
managed by the customers. At present, we do not have a system established for reclaiming products for reusing, recycling and
disposing at the end of life after they have been sold.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No). If yes, whether
the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution
Control Boards? If not, provide. steps taken to address the same.
Extended Producer Responsibility (EPR) is not applicable to the Zen Technologies
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective/Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?
NIC Code
Name of
Product/Service
% of total
Turnover
contributed
Boundary
for which the
Life Cycle
Perspective/
Assessment was
conducted
Whether
conducted by
independent
external agency
(Yes/No)
Results
communicated
in public domain
(Yes/No) If yes,
provide the web-
link.
Not Available
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of
your products/services, as identified in the Life Cycle Perspective/Assessments (LCA) or through any other means,
briefly describe the same along-with action taken to mitigate the same.
Name of Product/Service
Description of the risk/concern
Action Taken
Not Available
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry)
Indicate input material
Recycled or re-used input material to total material
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Not Available
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled,
and safely disposed, as per the following format:
Particulars
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Re-Used
Recycled
Safely
Disposed
Re-Used
Recycled
Safely
Disposed
Plastics (including packaging)
Nil
E-waste
Hazardous waste
Other waste
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5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Indicate product category
Reclaimed products and their packaging materials as % of total products sold in
respective category
-
Principle 3: Businesses should respect and promote the well-being of all employees, including those
in their value chains
Essential Indicators
1. a. Details of measures for the well-being of employees:
Category
% of employees covered by
Total (A)
Health
insurance
Accident
insurance
Maternity
benefits
Paternity
Benefits
Day Care
facilities
No. (B)
% (B/A)
No. (C)
% (C/A)
No. (D)
% (D/A)
No. (E)
% (E/A)
No. (F)
% (F/A)
Permanent employees
Male
330
330
100%
330
100%
0
0%
0
0%
0
0%
Female
65
65
100%
65
100%
65
100%
0
0%
0
0%
Total
395
395
100%
395
100%
65
100%
0
0%
0
0%
Other than Permanent employees
Male
0
0
0%
0
0%
0
0%
0
0%
0
0%
Female
0
0
0%
0
0%
0
0%
0
0%
0
0%
Total
0
0
0%
0
0%
0
0%
0
0%
0
0%
b. Details of measures for the well-being of workers:
Category
% of workers covered by
Total (A)
Health
insurance
Accident
insurance
Maternity
benefits
Paternity
Benefits
Day Care
facilities
No. (B)
% (B/A)
No. (C)
% (C/A)
No. (D)
% (D/A)
No. (E)
% (E/A)
No. (F)
% (F/A)
Permanent workers
Male
0
0
0%
0
0%
0
0%
0
0%
0
0%
Female
0
0
0%
0
0%
0
0%
0
0%
0
0%
Total
0
0
0%
0
0%
0
0%
0
0%
0
0%
Other than Permanent workers
Male
All eligible workers are covered under ESI Act
Female
Total
c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent)
in the following format:
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Cost incurred on wellbeing measures as a % of total revenue of
the Company
7.46%
12.27%
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2. Details of retirement benefits.
Benefits
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
No. of
employees
covered as a
% of total
Employees
No. of workers
covered as
a % of total
workers
Deducted and
deposited
with the
authority
(Y/N/N.A.)
No. of
employees
covered as a
% of total
Employees
No. of workers
covered as
a % of total
workers
Deducted and
deposited
with the
authority
(Y/N/N.A.)
PF
100%
-
Yes
100%
-
Yes
Gratuity
100%
-
Yes
100%
-
Yes
ESI
11%
100%
Yes
15%
100%
Yes
Other
-
-
-
-
-
-
3. Accessibility of workplaces:
Are the premises/offices of the entity accessible to differently abled employees and workers, as per the requirements of the
Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes, Zen is committed to fostering an inclusive workplace. We have made the necessary infrastructural arrangement at our
manufacturing plant to ensure accessibility for persons with disabilities, in line with the requirements of the Rights of Persons with
Disabilities Act, 2016.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a web-link to the policy.
Zen is committed to fostering an inclusive workplace that ensures equal opportunities for all individuals, regardless of their
background, gender, or identity. We prohibit unlawful discrimination based on race, colour, creed, gender, age, nationality,
marital status, national origin or ancestry, physical or mental disability, medical condition including genetic characteristics,
sexual orientation, or any other consideration made unlawful by Central, State, or local laws. This commitment applies to all
persons involved in the operations of the Company and prohibits unlawful discrimination by any employee of the Company,
including supervisors and co-workers.
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Gender
Permanent employees
Permanent workers
Return to work
rate
Retention rate
Return to work
rate
Retention rate
Male
-
-
-
-
Female
-
-
-
-
Total
-
-
-
-
Note: *Two female permanent employee took the maternity leave in March 2025, and the leave is currently ongoing.
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
workers? If yes, give details of the mechanism in brief.
Particulars
Yes/No (If yes, then give details of the mechanism in brief)
Permanent Employees
Yes
Yes, a Grievance Redressal Mechanism has been constituted to hear and redress individual
grievances.
The Company has formulated Whistle Blower Policy for redressing grievances related to
unethical behavior, actual or suspected fraud or a violation of a Company’s Code of Conduct.
As per this Policy, the concerns can be sent to the Whistle Officer or directly to the Chairman
of the Audit Committee. The policy can be accessed at https://www.zentechnologies.com/
investor_relations/Whistle-Blower-Policy.pdf
Other than Permanent
Employees
NA
Permanent Workers
NA
Other than Permanent
Workers
Yes
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7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
Category
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total
employees/
workers in
respective
category (A)
No. of
employees/
workers in
respective
category, who
are part of
association(s) or
Union (B)
%
(B/A)
Total
employees/
workers in
respective
category (C)
No. of
employees/
workers in
respective
category, who
are part of
association(s) or
Union (D)
%
(D/C)
Total Permanent Employees
Male
330
0
0
285
0
0
Female
65
0
0
57
0
0
Total Permanent Workers
Male
Not Applicable
Female
8. Details of training given to employees and workers:
Category
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total
(A)
On Health and
safety measures
On Skill
upgradation
Total
(D)
On Health and
safety measures
On Skill
upgradation
No. (B)
% (B/A)
No. (C)
% (C/A)
No. (E)
% (E/D)
No. (F)
% (F/D)
Permanent Employees
Male
330
310
94
301
97
285
265
94%
260
76%
Female
65
62
95
61
98
57
56
98%
50
88%
Total
395
372
95%
362
98%
342
321
94%
310
91%
Permanent Workers
Male
Not Applicable
Female
Total
9. Details of performance and career development reviews of employees and worker:
Category
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total (A)
No. (B)
% (B/A)
Total (C)
No. (D)
% (D/C)
Permanent Employees
Male
330
276
83.6
285
150
53
Female
65
47
72.3
57
30
53
Total
395
323
78
342
184
54
Permanent Workers
Male
Not Applicable
Female
Total
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10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/No). If yes,
what is the coverage of such a system?
Yes, Zen Technologies has implemented a robust Occupational Health and Safety Management System (OHSMS) across all units
and supported by its Health and Safety policy. The system includes safety manuals, procedures, emergency plans, and regular plant-
level safety committee meetings. The Company is committed to continuous improvement and adopting best practices to ensure
employee well-being.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the
entity?
Zen Technologies follows a structured process to identify and assess work-related hazards on both routine and non-routine tasks.
Regular meetings, safety drills and open communication with on-site personnel help evaluate risks and improve safety protocols. This
proactive approach ensures continuous improvement and reflects the Company’s commitment to employee safety and well-being.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks.
Yes, Zen Technologies has systems in place for workers to report hazards and remove themselves from unsafe situations without fear
of retaliation. The Company actively monitors risks, values employee feedback, and takes prompt action to improve safety measures
reinforcing its commitment to a safe and productive workplace.
d. Do the employees/workers of the entity have access to non-occupational medical and healthcare services?
Yes, Zen Technologies places a high priority on providing non-occupational medical and healthcare services for its employees.
The Company ensures access to these services either on-site or through partnerships with reputable nearby medical facilities.
Furthermore, Zen emphasizes the significance of training its staff to effectively respond to medical emergencies.
11. Details of safety related incidents, in the following format:
Safety Incident/Number
Category
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Lost Time Injury Frequency Rate (LTIFR)
(per one million-person hours worked)
Employees
0
0
Workers
0
0
Total recordable work-related injuries
Employees
0
0
Workers
0
0
No. of fatalities
Employees
0
0
Workers
0
0
High consequence work-related injury
or ill-health (excluding fatalities)
Employees
0
0
Workers
0
0
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
Zen Technologies is committed to maintaining a safe and healthy workplace through a comprehensive set of policies and practices.
Our business responsibility policy encompasses essential areas such as competence development, training, occupational health,
inspection systems, audits, procurement, contractor management, and risk assessments. These policies are carefully crafted to
proactively identify, assess, and mitigate potential risks.
We prioritize compliance with all relevant statutory requirements related to preventive healthcare and occupational health and safety.
Zen Technologies has implemented a proactive process that systematically identifies hazards, determines appropriate controls to
eliminate or reduce risks to acceptable levels, and recognizes relevant risks and opportunities within the occupational health and
safety management system.
Additionally, we conduct regular safety drills and training sessions to ensure our employees are well-prepared for emergency
situations. We also maintain open communication channels for employees to promptly report any safety concerns. By fostering
a culture of safety and continuous improvement, Zen Technologies reaffirms its steadfast commitment to the well-being of its
workforce, ensuring a secure and healthy working environment.
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13. Number of complaints on the following made by employees and workers:
Particulars
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Filed during
the year
Pending
resolution at the
end of year
Remarks
Filed
during the
year
Pending
resolution at the
end of year
Remarks
Working
Conditions
0
0
-
0
0
-
Health & Safety
0
0
-
0
0
-
14. Assessments for the year
Particulars
% of your plants and offices that were assessed (by entity or statutory authorities
or third parties)
Health and safety practices
100%
Working Conditions
100%
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks/concerns arising from assessments of health & safety practices and working conditions.
There were no incidents reported during the year however, to ensure a safe and secure work environment we take proactive steps
which includes:
•
Prominently displaying Standard Operating Procedures (SoPs) throughout our facilities to raise employee awareness of safety
protocols.
•
Organizing regular safety training programs to educate our workforce on the latest safety practices and ensure adherence to
Personal Protective Equipment (PPE) requirements.
•
Providing clear work instructions and safe practices that are easily accessible to guide employees; conducting frequent safety
inspections and thorough accident investigations to quickly identify and mitigate hazards.
•
Holding regular safety committee meetings and inspections to actively manage risks; and implementing recommendations
from regulatory authorities to ensure compliance with safety audits and regulations.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees
(Y/N) (B) Workers (Y/N).
Yes, the Company extends life insurance coverage for works related death to its permanent employees.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited
by the value chain partners.
Periodical reviews are conducted with value chain partners to verify their compliance with statutory obligations, laws, and the timely
payment of duties and taxes. All orders include "Standard Terms & Conditions," which are binding for value chain partners and
mandate the clearance of payment dues.
3. Provide the number of employees/workers having suffered high consequence work-related injury/ill-health/
fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable
employment or whose family members have been placed in suitable employment:
Particulars
Total no. of affected employees/
workers
No. of employees/workers that
are rehabilitated and placed in
suitable employment or whose
family members have been placed in
suitable employment
FY 2025
(Current
Financial Year)
FY 2024
(Previous
Financial Year)
FY 2025
(Current
Financial Year)
FY 2024
(Previous
Financial Year)
Employees
0
0
0
0
Workers
0
0
0
0
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4. Does the entity provide transition assistance programs to facilitate continued employability and the management
of career endings resulting from retirement or termination of employment? (Yes/No)
Yes, the entity provides transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment. This is achieved through On-the-Job Training, where
employees gain valuable skills during their employment and various training programs attended. We ensure that all statutory
dues and final settlements are processed in accordance with applicable laws. Employees exiting are supported through a
structured handover and exit process, and reference letters are provided upon request.
5. Details on assessment of value chain partners:
Particulars
% of value chain partners (by value of business done with such partners) that were
assessed
Health and safety practices
0%
Working Conditions
0%
6. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
Not Applicable
Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
We consider individuals, groups, institutions, or entities that contribute to shaping our business, that add value or constitute a core
part of the business value chain as key stakeholders. Our stakeholders are both internal and external, and direct as well as indirect.
Our process of identification and classification of the stakeholders is defined by their interest, impact and participation in operations
of the Company including engagement on various environmental, social and governance matters. Delivering on stakeholder needs,
interests and expectations are integral to the way we operate. We keenly listen to our stakeholders and have established various
touchpoints and tools for communication, advocacy and engagement. Our key stakeholders include employees, investors, suppliers
and partners, customers, government authorities.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder
group.
Stakeholder
Group
Whether
identified as
Vulnerable &
Marginalized
Group (Yes/No)
Channels of communication
(Email, SMS, Newspaper,
Pamphlets, Advertisement,
Community Meetings, Notice
Board, Website), Other
Frequency of engagement
(Annually/Half yearly/
Quarterly/others – please
specify)
Purpose and scope of
engagement including key
topics and concerns raised
during such engagement
Employees and
Workers
No
We use digital as well as physical
channels of communication
including but not limited to
e-mails, newsletters, intranet,
townhalls and leadership
touchpoints, pulse surveys
for employee feedback and
redressal, and appraisal and
training programmes for
personal and professional
growth.
Regular (daily/weekly)
Through multiple physical
and digital channels of
communication, we aim to
provide our employees a safe,
inclusive and empowering
workplace that encourages
transparent engagement and
the freedom to act, innovate
and grow as professionals
and individuals. Employees
can share concerns in the
open Forum. The focus is
on employee development,
benefits, employee issues, and
career growth.
Customers and
Suppliers
No
Engaging in one-on-one
interactions, conducting
customer satisfaction surveys,
and making follow-up calls after
resolving complaints. Offering
a customer service helpline and
various communication channels,
including email, phone, and
in-person meetings as required.
Utilizing emails, supplier portals,
collaborative platforms, supplier
forums, and regular face-to-face
meetings to ensure effective
engagement.
Fortnightly
Responding to customers
improves satisfaction and brand
image. Understanding needs
helps to improve products.
Supplier feedback boosts
quality and collaboration.
Supporting growth and
ensuring ethical practices
strengthens the supply chain.
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2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder
group. (Contd.)
Stakeholder
Group
Whether
identified as
Vulnerable &
Marginalized
Group (Yes/No)
Channels of communication
(Email, SMS, Newspaper,
Pamphlets, Advertisement,
Community Meetings, Notice
Board, Website), Other
Frequency of engagement
(Annually/Half yearly/
Quarterly/others – please
specify)
Purpose and scope of
engagement including key
topics and concerns raised
during such engagement
Shareholders
No
Annual General Meetings,
emails, Stock Exchange (SE)
notifications, investor and analyst
meetings or conference calls,
annual reports, quarterly results,
media releases, Company/
SE website, emails, notices,
investor calls, and newspaper
advertisements.
Quarterly/annually and
whenever required
Understand their requirements
and expectations.
Key focus areas share price
trends, risk management, and
confidence. Key concerns
include market volatility,
inconsistent returns, low
profitability, and financial risks.
Bankers
No
Periodical Meetings
Need basis
Grasping banking compliance,
fostering relationships with
bankers, and overseeing
banking and credit facilities
are essential. Key areas of
focus include regulations,
compliance, credit facilities,
and relationship management.
Concerns include non-
compliance, strained
relationships, and restricted
access to credit facilities.
Government/
Regulatory
Authorities
No
E-mails and letters, Conferences,
Industry forums, regulatory
filings, meetings with officials,
and representations.
On periodical basis whenever
required
Zen actively engages with
government and regulatory
bodies, aiming to understand
and contribute to meaningful
discussions related to
responsible business and
ethical business practices.
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and
social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
The Company actively engages with stakeholders to enhance performance and create value for both the ecosystem and its
operations. Direct consultations are conducted by senior functional leaders, and the feedback and insights collected are formally
presented to the Board during periodic meetings and strategic review sessions. Material concerns, stakeholder expectations,
and emerging risks identified through these interactions are escalated to the Board for consideration in policy development and
strategic decision-making.
2. Whether stakeholder consultation is used to support the identification and management of environmental, and
social topics (Yes/No). If so, provide details of instances as to how the inputs received from stakeholders on these
topics were incorporated into policies and activities of the entity.
Yes, the Company engages with stakeholders through a materiality assessment to determine and prioritize the various economic,
environmental, and social concerns.
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalized stakeholder groups.
We implement several CSR programmes through our CSR arm, Veer Sammaan Foundation in the areas of education, skilling and
livelihood, health and environmental sustainability through partners and local NGOs for marginalised sections of communities. The
Company engages with marginalized communities to address their specific needs. These initiatives are designed in collaboration
with implementation partners based on ground-level feedback and are reviewed regularly to ensure they are impactful, inclusive,
and aligned with Schedule VII of the Companies Act, 2013.
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Principle 5: Businesses should respect and promote human rights
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in
the following format:
Category
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total (A)
No. of
employees/
workers
covered (B)
% (B/A)
Total (C)
No. of
employees/
workers
covered (D)
% (D/C)
Employees
Permanent
395
395
100%
342
342
100%
Other than permanent
-
-
-
-
-
-
Total employees
395
395
100%
342
342
100%
Workers
Permanent
-
-
-
-
-
-
Other than permanent
344
344
100%
382
382
100%
Total workers
344
344
100%
382
382
100%
2. Details of minimum wages paid to employees and workers, in the following format:
Category
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total
(A)
Equal to
Minimum Wage
More than
Minimum Wage
Total
(D)
Equal to
Minimum Wage
More than
Minimum Wage
No. (B)
% (B/A)
No. (C)
% (C/A)
No. (E)
% (E/D)
No. (F)
% (F/D)
Employees
Permanent
Male
330
-
-
330
100%
285
-
-
285
100%
Female
65
-
-
65
100%
57
-
-
57
100%
Total
395
-
-
395
100%
342
-
-
342
100%
Other than
Permanent
Male
-
-
-
-
-
-
-
-
-
-
Female
-
-
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
-
-
Workers
Permanent
Male
-
-
-
-
-
-
-
-
-
-
Female
-
-
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
-
-
Other than
Permanent
Male
232
-
-
232
100%
265
-
-
265
100%
Female
112
-
-
112
100%
117
-
-
117
100%
Total
344
-
-
344
100%
382
-
-
382
100%
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3. Details of remuneration/salary/wages, in the following format:
a. Median remuneration/wages:
Particulars
Gender
Total Number
Median remuneration/salary/wages of
respective category (INR)
Board of Directors (BoD)
Male
7
74,07,435
Female
2
31,15,719
Key Managerial Personnel
Male
2
51,12,505
Female
0
-
Employees other than BoD and KMP
Male
325
4,89,600
Female
64
4,56,563
Workers
Male
232
1,92,186
Female
112
1,70,664
b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Gross wages paid to females as % of total wages
12.73
11.20
4. Do you have a focal point (Individual/Committee) responsible for addressing human rights impacts or issues
caused or contributed to by the business? (Yes/No)
At Zen Technologies the Internal Complaints Committee (ICC) is the designated focal point for addressing human rights-related
issues. The ICC is responsible for ensuring adherence to ethical workplace practices, promoting diversity and inclusion, and
addressing any concerns related to discrimination, harassment, or unfair treatment. This responsibility is supported by clearly
defined internal policies and reporting mechanisms that enable timely resolution of human rights concerns across the organization.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Zen has established robust internal mechanisms to effectively address grievances related to human rights issues. Employees and
stakeholders are encouraged to report any concerns regarding human rights violations through multiple channels, including direct
communication with their managers, the Head of the Department, the HR Manager, or the Compliance Officer.
Upon receiving a grievance, Zen follows structured procedures outlined in our policies, ensuring confidentiality and sensitivity
throughout the investigation. We prioritize prompt and impartial handling of grievances to uphold our commitment to ethical
conduct and respect for human rights. Our goal is to resolve issues swiftly and appropriately, fostering a workplace environment
where human rights are safeguarded and respected.
Also, the Company has a Whistle Blower Policy with defined procedures to report instances of unethical behavior, actual or suspected
fraud, or violation of the Code of Conduct to the Whistle Officer/Chairman of the Audit Committee. The Policy is available on the
Company’s website.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH
Act’) and rules made thereunder, our Company has formed an Internal Complaints Committee (ICC) for its workplaces to address
complaints about sexual harassment under the POSH Act. We have a detailed policy for preventing sexual harassment at the
workplace, which ensures a free and fair inquiry process with clear timelines for resolution.
6. Number of Complaints on the following made by employees and workers:
Particulars
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Filed during
the year
Pending
resolution at the
end of year
Remarks
Filed
during the
year
Pending
resolution at
the end of year
Remarks
Sexual Harassment
0
0
-
0
0
-
Discrimination at
workplace
0
0
-
0
0
-
Child Labour
0
0
-
0
0
-
Forced Labour/
Involuntary Labour
0
0
-
0
0
-
Wages
0
0
-
0
0
-
Other human rights
related issues
0
0
-
0
0
-
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115
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, in the following format:
Particulars
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total Complaints reported under Sexual Harassment on of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (POSH)
0
0
Complaints on POSH as a % of female employees/workers
0
0
Complaints on POSH upheld
0
0
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
The Internal Complaints Committee maintains a formal register to record all complaints received. The detail of each complaint is
treated with strict confidentiality, especially if requested by the complainant. Information from the register is used solely for the
purpose of conducting a discreet and impartial investigation, ensuring that the complainant’s identity and concerns are protected
throughout the process.
9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
No, currently human rights requirements do not form part of our business agreements and contracts. However, we are planning to
incorporate it in our future agreements and contracts.
10. Assessments of the year
Particulars
% of your plants and offices that were assessed (by entity or statutory authorities
or third parties)
Child labour
100%
Forced/involuntary labour
100%
Sexual harassment
100%
Discrimination at workplace
100%
Wages
100%
11. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from
the assessments at Question 10 above.
Not applicable, as no risks/concerns observed across the above parameters.
Leadership Indicators
1. Details of a business process being modified/introduced as a result of addressing human rights grievances/
complaints.
As the Company has not received any major human rights grievances/complaints, there was no need to modify/introduce any
business process.
2. Details of the scope and coverage of any Human rights due diligence conducted.
Human rights due - diligence was not conducted during the year.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of
Persons with Disabilities Act, 2016?
Yes, the Company actively promotes an inclusive accessibility framework and has established necessary infrastructural changes to
meet the needs of individuals with disabilities.
4. Details on assessment of value chain partners:
Particulars
% of value chain partners (by value of business done with such partners) that
were assessed
Sexual Harassment
Zen internally monitors compliance with all relevant laws and policies pertaining to
these issues.
Discrimination at workplace
Child Labour
Forced Labour/Involuntary Labour
Wages
Others – please specify
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5. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the
assessments at Question 4 above.
Not Applicable
Principle 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Parameter
Unit of
measurement
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
From renewable sources
Total electricity consumption (A)
GJ
510.42
52.32
Total fuel consumption (B)
GJ
-
-
Energy consumption through other
sources (C)
GJ
-
-
Total energy consumed from
renewable sources (A+B+C)
GJ
510.42
52.32
From non-renewable sources
Total electricity consumption (D)
GJ
2737.98
2385.27
Total fuel consumption (E)
GJ
551.11
281.48
Energy consumption through other sources (F)
GJ
-
-
Total energy consumed from
non-renewable sources (D+E+F)
GJ
3289.09
2666.76
Total energy consumed
(A+B+C+D+E+F)
GJ
3799.51
2719.07
Energy intensity per rupee of turnover
(Total energy consumed/Revenue from
operations)
GJ/INR Cr
4.08
6.32
Energy intensity per rupee of turnover
adjusted for Purchasing Power Parity (PPP)
(Total energy consumed/Revenue from
operations adjusted for PPP in Million USD)
GJ/Million USD
8.43
14.16
Energy intensity in terms of physical output
-
-
-
Energy intensity (optional) – the relevant
metric may be selected by the entity
-
-
-
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No
2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the
PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
No
3. Provide details of the following disclosures related to water, in the following format:
Parameter
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water
0
0
(ii) Groundwater
6087.80
6104.00
(iii) Third party water (Municipal water supplies)
0
0
(iv) Seawater/desalinated water
0
0
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3. Provide details of the following disclosures related to water, in the following format: (Contd.)
Parameter
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
(v) Others (water cans for drinking and cooking purposes)
507.16
333.24
Total volume of water withdrawal (in kiloliters)
(i + ii + iii + iv + v)
6594.96
6437.24
Total volume of water consumption (in kiloliters)
6594.96
6437.24
Water intensity per rupee of turnover (Total water
consumption/Revenue from operations) (in Kl/INR Cr)
7.09
14.96
Water intensity per rupee of turnover adjusted
for Purchasing Power Parity (PPP) (Total water
consumption/Revenue from operations adjusted for PPP in
USD) (in Kl/Million USD)
14.64
33.51
Water intensity in terms of physical output
-
-
Water intensity (optional) – the relevant metric may be
selected by the entity
-
-
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No
4. Provide the following details related to water discharged:
Parameter
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Water discharge by destination and level of treatment
(in kilo liters)
(i) To Surface water
0
0
- No treatment
0
0
- With treatment – please specify level of treatment
0
0
(ii) To Groundwater
0
0
- No treatment
0
0
- With treatment – please specify level of treatment
0
0
(iii) To Seawater
0
0
- No treatment
0
0
- With treatment – please specify level of treatment
0
0
(iv) Sent to third parties (GHMC)
- No treatment
60
60
- With treatment – please specify level of treatment
0
0
(v) Others
0
0
- No treatment
0
0
- With treatment– please specify level of treatment
0
0
Total water discharged (in kiloliters)
60
60
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency
No
5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
Though there is no specific mechanism for Zero Liquid Discharge, we have processes in place to ensure that water is utilized
conservatively, economically and in an environmentally conscious manner.
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6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter
Please specify
unit
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
NOx
MT
Not Available
SOx
MT
Particulate matter
MT
Persistent organic pollutants (POP)
MT
Volatile organic compounds (VOC)
MT
Hazardous air pollutants (HAP)
MT
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the
following format:
Parameter
Unit
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total Scope 1 emissions (Break-up of the
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6,
NF3, if available)
Metric tons of
CO2 equivalent
39.39
20.14
Total Scope 2 emissions (Break-up of the
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6,
NF3, if available)
Metric tons of
CO2 equivalent
552.92
481.69
Total Scope 1 and Scope 2 emissions
Metric tons of
CO2 equivalent
592.31
501.84
Total Scope 1 and Scope 2 emission
intensity per rupee of turnover (Total
Scope 1 and Scope 2 GHG emissions/
Revenue from operations)
MTCO2e/INR
Cr
0.64
1.17
Total Scope 1 and Scope 2 emission
intensity per rupee of turnover
adjusted for Purchasing Power Parity
(PPP) (Total Scope 1 and Scope 2 GHG
emissions/Revenue from operations
adjusted for PPP in Million USD)
MTCO2e/
Million USD
1.31
2.61
Total Scope 1 and Scope 2 emission
intensity in terms of physical output
-
-
-
Total Scope 1 and Scope 2 emission
intensity (optional) – the relevant metric
may be selected by the entity
-
-
-
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No
8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
Our new line of simulators is designed to be more energy-efficient and eco-friendly, aligning with our sustainability objectives. We
are dedicated to further reducing the carbon footprint of our products.
Additionally, we are adopting energy-efficient practices throughout our manufacturing processes, which includes optimizing energy
consumption.
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9. Provide details related to waste management by the entity, in the following format:
Parameter
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total Waste generated (in metric tons)
Plastic waste (A)
-
-
E-waste (B)
5
7.835
Bio-medical waste (C)
-
-
Construction and demolition waste (D)
-
-
Battery waste (E)
-
-
Radioactive waste (F)
-
-
Other Hazardous waste -excluding e-waste and biomedical
waste (G)
-
-
Other Non-hazardous waste generated (H) -
excluding plastic waste
-
-
Total (A+B + C + D + E + F + G + H)
5
7.835
Waste intensity per rupee of Turnover (Total waste
generated/Revenue from operations) (In MT/INR Cr)
0.01
0.02
Waste intensity per rupee of turnover adjusted for
Purchasing Power Parity (PPP) (Total waste generated/
Revenue from operations adjusted for PPP in Million USD) (In
MT/Million USD)
0.01
0.04
Waste intensity in terms of physical output
-
-
Waste intensity (optional) – the relevant metric may be
selected by the entity
-
-
For each category of waste generated, total waste recovered through recycling, re-using or other recovery
operations (in metric tons)
Category of waste
(i) Recycled
-
7.835
(ii) Re-used
-
-
(iii) Other recovery operations
-
-
Total
For each category of waste generated, total waste disposed by nature of disposal method (in metric tons)
Category of waste
(i) Incineration
-
-
(ii) Landfilling
-
-
(iii) Landfilling after incineration
-
-
(iv) Other disposal operations
-
-
Total
-
-
Other than E-waste, we have not monitored other waste generation.
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No
10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy
adopted by your Company to reduce usage of hazardous and toxic chemicals in your products and processes and
the practices adopted to manage such wastes.
As a simulation Company involved in the production of hardware products like printed circuit boards (PCBs), projectors, screens, and
CPUs, Zen Technologies is mindful of the electronic waste (e-waste) generated by its operations. The Company takes responsibility
for the disposal of this e-waste by handing over the waste to the authorized recyclers. This e-waste undergoes proper segregation
to ensure that each component receives appropriate treatment. Unused batteries are returned to the supplier, who replaces them
with new ones, facilitating safe and sustainable battery waste management.
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Compliance with applicable regulations is of utmost importance to us, and we strictly adhere to safety measures such as proper
storage, labelling, and segregation of chemicals to prevent accidents. Comprehensive employee training ensures the safe handling
and disposal of waste materials.
11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where
environmental approvals/clearances are required, please specify details in the following format:
S. No.
Location of
operations/
offices
Type of
operations
Whether the conditions of environmental approval/clearance
are being complied with? (Y/N) If no, the reasons thereof and
corrective action taken, if any.
Not Applicable
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in
the current financial year:
Name and brief
details of project
EIA
Notification
No.
Date
Whether conducted by
independent external
agency (Yes/No)
Results communicated
in public domain
(Yes/No)
Relevant Web
link
Nil
13. Is the entity compliant with the applicable environmental law/regulations/guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act
and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
S. No.
Specify the law/
regulation/guidelines
which was not
complied with
Provide
details of
the non-
compliance
Any fines/penalties/action taken by
regulatory agencies such as pollution
control boards or by courts
Corrective action
taken, if any
Nil
Leadership Indicators
1. Water withdrawal, consumption and discharge in areas of water stress (in kilo liters): For each facility/plant
located in areas of water stress, provide the following information:
Not Applicable
2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
Parameter
Unit
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Total Scope 3 emissions (Break-up of the
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6,
NF3, if available)
Metric tonnes
of CO2
equivalent
768.69*
Not Available
Total Scope 3 emissions per Crore of
turnover
MTCO2e/
INR Cr
0.83
Not Available
* Scope 3 emissions include from Business travel and Employee Commute
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No
3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide
details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and
remediation activities.
Not Applicable
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4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide
details of the same as well as outcome of such initiatives, as per the following format:
S. No.
Initiative
undertaken
Details of the initiative (Web-link, if any, may be
provided along-with summary)
Outcome of the initiative
1
Installation of
rooftop solar
Rooftop solar with the capacity of 120 kWp has
been installed at our manufacturing plant situated at
Maheshwaram, Telangana.
Reduced 103 MTCO2e emissions
in FY25
2
Installation of water
meters
Installed the water meters in our manufacturing plant
Better monitoring and
management of water resources
5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/web link.
The Company has established a comprehensive Business Continuity and Disaster Recovery Plan (BCP) that covers:
a)
Identification of Critical Data Systems: The plan defines what constitutes critical and impactful data systems. These
systems are identified and ranked based on their significance to business operations and potential impact on the organization.
b)
Defined Responsibilities: Clear responsibilities related to business continuity planning and implementation are outlined
within the plan, ensuring accountability and effective execution of continuity strategies.
c)
Guidelines for BCP Development: The plan provides detailed guidelines for the development, testing, maintenance, and
implementation of business continuity plans, ensuring that all aspects of continuity are systematically addressed.
d)
Monitoring and Enforcement Methods: Methods for monitoring compliance with these guidelines and enforcing
adherence to the BCP are established, promoting ongoing effectiveness and readiness in the face of potential disruptions.
6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What
mitigation or adaptation measures have been taken by the entity in this regard.
There has been no significant adverse impact on the environment resulting from Zen Technologies’ value chain.
7. Percentage of value chain partners (by value of business done with such partners) that were assessed for
environmental impacts.
Nil
8. How many Green Credits have been generated or procured.
a) by the listed entity
Zen Technologies has not generated or procured any Green Credits as per the GCP Rules notified by the Government of India.
b) by top ten (in terms of value of purchases and sales, respectively) value chain partners: Nil
Principle 7: Businesses, when engaging in influencing public and regulatory policy, should do so in
a manner that is responsible and transparent
Essential Indicators
1. a. Number of affiliations with and industry chambers/associations.
Zen Technologies has established partnerships with five trade and industry chambers/associations.
b. List the top 10 trade and industry chambers/associations (determined based on the total members of such a body) the
entity is a member of/affiliated to.
Sr. No.
Name of the trade and industry chambers/associations
Reach of trade and industry
chambers/associations (State/
National)
1
Federation of Indian Chambers of Commerce and Industry (FICCI)
National
2
Confederation of Indian Industry (CII)
National
3
Society of Indian Defence Manufacturers (SIDM)
National
4
The Federation of Telangana Chambers of Commerce and Industry (FTCCI)
State
5
Aerospace & Defence Consultants Association of India
National
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2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the
entity, based on adverse orders from regulatory authorities.
Name of authority
Brief of the case
Corrective action taken
Nil
Leadership Indicators
1. Details of public policy positions advocated by the entity
S. No
Public policy
advocated
Method
resorted for
such advocacy
Whether information
available in the public
domain? (Yes/No)
Frequency of Review by
Board (Annually/Half
yearly/Quarterly/Others –
please specify)
Web Link, if
available
None
Principle 8: Businesses should promote inclusive growth and equitable development
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year.
Name
and brief
details of
project
SIA
Notification
No.
Date of
notification
Whether conducted
by independent
external agency
(Yes/No)
Results communicated in
public domain (Yes/No)
Relevant Web
Link
Nil
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
by your entity, in the following format:
S. No.
Name of
Project for
which R&R is
ongoing
State
District
No. of Project
Affected Families
(PAFs)
% of PAFs covered
by R&R
Amounts paid
to PAFs in the
FY (In INR)
Not Applicable
3. Describe the mechanisms to receive and redress grievances of the community.
Zen Technologies Limited has established the Veer Sammaan Foundation, a registered trust specifically constituted to carry out
the Company’s Corporate Social Responsibility (CSR) initiatives. Through this foundation, the Company actively engages with local
communities to understand their concerns and address grievances in a structured and responsive manner.
The Foundation serves as a formal channel for receiving feedback and complaints from community members.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
Parameter
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Directly sourced from MSMEs/small producers
56.76%
61.08%
Directly from within India
94.00%
57.31%
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers
employed on a permanent or non-permanent/on contract basis) in the following locations, as % of total wage cost:
Location
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Rural
2%
1%
Semi-urban
9%
9%
Urban
35%
27%
Metropolitan
55%
62%
(Place to be categorized as per RBI Classification System - rural/semi-urban/urban/metropolitan)
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Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments (Reference: Question 1 of Essential Indicators above).
Not Applicable
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts
as identified by government bodies:
S. No.
State
Aspirational District
Amount spent (In INR)
Nil
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized/vulnerable groups? (Yes/No)
No
(b) From which marginalized/vulnerable groups do you procure?
Not Applicable
(c) What percentage of total procurement (by value) does it constitute?
Not Applicable
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in
the current financial year), based on traditional knowledge:
S.No.
Intellectual Property
based on traditional
knowledge
Owned/
Acquired
(Yes/No)
Benefit shared
(Yes/No)
Basis of calculating benefit share
Not Applicable
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved.
Name of authority
Brief of the Case
Corrective action taken
Not Applicable
6. Details of beneficiaries of CSR Projects:
S. No.
CSR Projects
No. of persons benefitted
from CSR Projects
% of beneficiaries from vulnerable
and marginalized groups
1.
Promoting Education
(including Science Education)
7,249
100%
2.
Promotion of Sports for
Social Development
63
100%
Principle 9: Businesses should engage with and provide value to their consumers in a responsible
manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Zen Technologies Limited prioritizes customer satisfaction and has implemented strong mechanisms to receive and address
consumer complaints and feedback. Customers can express their concerns through various channels, including dedicated customer
service hotlines, email, online portals, and in-person meetings. Each complaint or feedback is promptly acknowledged and assigned
to the appropriate team for resolution.
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Upon receiving a complaint, a thorough investigation is conducted to determine the root cause, followed by the development of a
detailed action plan to resolve the issue. Throughout this process, we maintain regular communication with the customer to keep
them updated on progress and ensure their concerns are adequately addressed.
Furthermore, Zen Technologies values customer feedback as a vital part of our continuous improvement efforts. We actively solicit
feedback through surveys, follow-up calls, and customer meetings. This feedback is utilized to refine our processes, enhance our
products and services, and ensure we meet and exceed customer expectations.
2. Turnover of products and/services as a percentage of turnover from all products/service that carry information
about:
Parameter
As a percentage to total turnover
Environmental and social parameters relevant to the product
-
Safe and responsible usage
100%, All our products carry information about safe and
responsible usage
Recycling and/or safe disposal
-
3. Number of consumer complaints in respect of the following:
Particulars
FY 2025
(Current Financial Year)
FY 2024
(Previous Financial Year)
Received
during
the year
Pending
resolution
at end of
year
Remarks
Received
during
the year
Pending
resolution
at end of
year
Remarks
Data privacy
Nil
Advertising
Cyber-security
Delivery of essential services
Restrictive Trade Practices
Unfair Trade Practices
Other
4. Details of instances of product recalls on account of safety issues:
Particulars
Number
Reasons for recall
Voluntary recalls
0
NA
Forced recalls
0
NA
5. Does the entity have a framework/policy on cyber security and risks related to data privacy? (Yes/No) If available,
provide a web-link of the policy.
Yes, Zen Technologies has established a thorough framework and policy for cybersecurity and data privacy. Our policy aims to
protect our digital assets, information systems, and sensitive data from cyber threats and unauthorized access. It covers several
essential areas, including network security, data protection, user access controls, incident response, and compliance with applicable
legal and regulatory requirements. All personnel, including employees, contractors, and interns, are required to follow this policy to
maintain a secure operational environment.
7. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
penalty/action taken by regulatory authorities on safety of products/services.
Zen Technologies Limited has not experienced any reported incidents concerning issues such as advertising and delivery of essential
services, cybersecurity, customer data privacy, repeated product recalls, or penalties/actions imposed by regulatory authorities
regarding product/service safety.
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8. Provide the following information relating to data breaches:
a. Number of instances of data breaches:
Nil
b. Percentage of data breaches involving personally identifiable information of customers:
Not Applicable
c. Impact, if any, of the data breaches:
Not Applicable
Leadership Indicators
1. Channels/platforms where information on products and services of the entity can be accessed (provide web
link, if available).
Details on products and services of the Company can be accessed on the website of the Company at https://www.zentechnologies.
com/products
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
We provide comprehensive training for our customers that emphasizes the safe handling and proper usage of our products. Before
any product reaches our consumers, our dedicated team ensures that every aspect of its handling is thoroughly educated to
consumers. This training includes detailed instructions on how to use the product effectively and safely, minimizing any potential
risks. Furthermore, after the sale, our Zen team conducts follow-up training sessions to reinforce these principles, ensuring that
consumers are well-equipped to utilize the product to its fullest potential.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.
We have established mechanisms to promptly inform consumers about any potential risks of disruption or discontinuation of essential
services. This includes proactive communication through various channels, ensuring that customers are kept informed and can make
necessary adjustments in a timely manner.
4. Does the entity display product information on the product over and above what is mandated as per local laws?
(Yes/No/Not Applicable) If yes, provide details in brief.
Not Applicable. We manufacture the products specifically for the defence industry; hence we strictly adhere to the instructions
provided by our clients in accordance with their requirements and regulations.
5. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products/services
of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)
Yes, Zen Technologies conducted a survey with regards to consumer satisfaction relating to our products.
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Independent Auditor's Report
TO THE MEMBERS OF ZEN TECHNOLOGIES LIMITED
Report on the Audit of the Standalone Financial Statements
OPINION
We have audited the accompanying standalone financial
statements of ZEN TECHNOLOGIES LIMITED (the "Company"),
which comprises of the Standalone Balance Sheet as at 31 March
2025, 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 2025, 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 of the standalone financial statements)
During the year, the Company’s revenue from operations
increased by 116.30%. Revenue is recognized when control
of the underlying products has been transferred and the
performance obligations have been satisfied.
The terms of sales arrangements create complexity and require
significant judgments relating to identification of distinct
performance obligations, determination of transaction price
of identified performance obligation, the appropriateness
of revenue recognition on satisfaction of the 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
Our audit procedures included but were not limited to, the
following:
a)
We have evaluated the appropriateness of the Company’s
accounting policies for revenue recognition and assessed
compliance with relevant accounting standards.
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.
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.
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.
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Key Audit Matters
How our audit addressed the key audit matter
e)
We have tested on sample basis whether revenue
transactions near to the reporting data 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.
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 19B 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.
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
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
e)
Verified the computation of provision for warranty costs
including testing of completeness, arithmetical accuracy
and validity of the data used in the warranty calculations
f)
Evaluated the adequacy of disclosures relating to the
estimation of Product warranty provisions
Appropriateness of the Expected Credit Loss on Trade Receivables (As described in Note 10 of the standalone
financial statements)
The Company has outstanding trade receivables and Contract
Asset of Rs. 38,018.45 lakhs and Rs. 1,110.63 lakhs respectively
as at March 31, 2025, including overdue/aged receivables.
The Company has provided for Expected Credit Loss (ECL)
allowance on trade receivables applying the simplified
approach permitted by Ind AS 109 Financial Instruments and
recognised ECL provision. As a practical expedient, a provision
matrix is used to estimate ECL for trade receivables.
Trade receivables have been grouped based on shared
(homogeneous) risk characteristics to ensure that ECL
calculations appropriately reflect the credit risk of each segment
Our audit procedures included but were not limited to, the
following:
a)
Understanding and evaluating the design and testing
the operating effectiveness of controls in respect of ECL
provision for trade receivables.
b)
Understanding
the
basis
and
assessing
the
appropriateness of the ECL provisioning methodology
which involves the use of historical trends in respect of
receivables categorized by nature and age.
c)
Evaluated management’s assessment of recoverability
of the outstanding receivables, including recoverability
of overdue/aged receivables through inquiry with
management, and analysis of recent collection trends in
respect of receivables, particularly aged receivables.
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Key Audit Matters
How our audit addressed the key audit matter
One of the Company's major customers is Ministry of Defence
(MoD) of India. The Company has past experience available
with it to expected credit loss allowances, if required.
Based on the above experience and using its best estimate, the
Company has accounted for an ECL provision of Rs. 178.83
Lakhs on the balance sheet date.
Due to the significance of trade receivables and the related
management’s judgment this is considered to be a key audit
matter.
d)
Reviewing minutes of the Board of Directors’ meetings
and management budgets to understand if there are any
macro conditions that can have adverse effect on the
financial performance of the Company.
e)
Assessed the adequacy of disclosures in respect of ECL
provision in the financial statements.
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.
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129
•
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 2025 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 one branch included in the accompanying
standalone financial statements of the Company whose financial
statements and other financial information reflect total assets
of Rs. 142.25 lakhs as at 31 March 2025 and total revenues
of Rs. Nil for the year ended on that date, as considered in
the financial statements of these branch have been audited
by branch auditor whose reports have been furnished to us
by the management, and our opinion in so far as it relates to
the amounts and disclosures included in respect of branch, is
based solely on the report of such branch auditor.
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
and proper returns adequate for the purposes of
our audit have been received from the branch not
visited by us.
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 and with the
returns received from the branch not visited by us.
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 17 May 2025 taken on
record by the Board of Directors, none of the
directors is disqualified as on 31 March 2025 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 2025 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.
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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-52 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-52 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, 2025,
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
Place: Hyderabad
Date: 17 May 2025
Murali Krishna Reddy Telluri
Partner
Membership No. 223022
UDIN: 25223022BMJKCO5758
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131
Annexure ‘A’
Referred to in paragraph 2 under the heading 'Report on Other Legal and Regulatory Requirements' of our
report to the Members of Zen Technologies Limited of even date
In terms of the information and explanations sought by us and
given by the Company and the books of account and records
examined by us in the normal course of audit and to the best of
our knowledge and belief, we state that:
i. (a) (A) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of Property, Plant and
Equipment, capital work-in-progress and
relevant details of right-of-use assets.
(B)
The Company has maintained proper records
showing full particulars of intangible assets.
(b)
The Company has a program of physical verification
to cover all the items of Property, Plant and
Equipment, capital work-in-progress and right-
of-use assets in a phased manner over a period of
every three years which, in our opinion is reasonable
having regard to the size of the Company and the
nature of its assets.
(c)
Based on our examination of the registered sale
deed provided to us, we report that, the title
deeds of all the immovable properties (other than
properties where the Company is the lessee and
the lease agreements are duly executed in favour of
the Company) disclosed in the financial statements
included in property, plant and equipment are held
in the name of the Company as at the balance sheet
date.
(d)
The Company has not revalued any of its Property,
Plant and Equipment (including right-of-use assets)
or intangible assets or both during the year.
(e)
According to the information and explanations
given to us and on the basis of our examination of the
records of the Company, there are no proceedings
initiated or pending against the Company for
holding any benami property under the Prohibition
of Benami Property Transactions Act, 1988 and rules
made thereunder
ii. (a)
The
management
has
conducted
physical
verification of inventory at reasonable intervals
during the year. In our opinion and based on the
information and explanations given to us, the
coverage and procedure of such verification by the
Management is appropriate having regard to the
size of the Company and the nature of its operations.
No discrepancies of 10% or more in the aggregate
for each class of inventories were noticed on such
physical verification of inventories when compared
with books of account.
(b)
As disclosed in note 21 & 18 to the standalone
financial statements, the Company has been
sanctioned working capital limits in excess of Rs.
five crores from banks during the year on the basis
of security of current assets of the Company. Based
on the records examined by us in the normal course
of audit of the financial statements, the quarterly
returns/statements filed by the Company with such
bank are in agreement with the books of accounts
of the Company and no material discrepancies have
been observed.
iii.
The Company has made investments in, Companies and granted unsecured loans to other parties, during the year, in respect
of which:
a.
The Company has provided advances in the nature of loans and stood guarantee to its Subsidiaries during the year,
details of which are given below:
Particulars
Guarantees
(Rs. In Lakhs)
Advances
(Rs. In Lakhs)
A. Aggregate amount granted/provided during the year:
-
Subsidiaries
-
-
-
Associate
-
-
-
Others
-
-
B. Balance outstanding as at balance sheet date in respect of
above cases:*
-
Subsidiaries
2.91
-
Associate
-
-
*The Amounts reported are at gross amounts, without considering provisions made.
b.
In our opinion, the investments made, guarantees provided and the terms and conditions of the grant of advances in
nature of loans and guarantees provided, during the year are not prejudicial to the Company’s interest.
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c.
In respect of advances in the nature of loan, they are interest-free and repayable on demand. During the year the Company
has not demanded such advances in the nature of loan.
d.
In respect of advances in the nature of loans granted by the Company, there is no overdue amount remaining outstanding
as at the balance sheet.
e.
No loan or advances in the nature of loans granted by the Company, which has fallen due during the year, has been
renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.
f.
The Company has not granted advances in the nature of loans which are repayable on demand.
iv.
According to information and explanation given to us, the Company has not granted any loans that are covered under the
provisions of sections 185 and Company is in compliance with provisions of Section 186 of the Companies Act, 2013.
v.
In our opinion and according to the information and explanations given to us, the Company has not accepted deposits
or amounts which are deemed to be deposits within the meaning of Section 73 to 76 of the Act or any other relevant
provisions of the Act and the rules framed there under (to the extent applicable). We have been informed that no order has
been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or other
Tribunal in this regard.
vi.
The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act,
2013. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records
and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section
148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and
maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine
whether they are accurate or complete.
vii. (a)
The Company is regular in depositing with appropriate authorities undisputed statutory dues including Goods and
Services tax, Provident Fund, Employee’s State Insurance, Professional Tax, Income Tax, Duty of Custom, Cess and other
statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts
payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from
the date they became payable.
(b)
Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2025 on
account of disputes are given below:
Name of the statute
Nature of the dues
Amount
(Rs. in lakhs)
Period to which the
amount relates
Forum where the dispute
is pending
The Income Tax Act,1961
Income Tax
1.60
2016-17
Commissioner of Income Tax
(Appeals), Hyderabad
The Income Tax Act,1961
Income Tax
385.84
2019-20
Commissioner of Income Tax
(Appeals), Hyderabad
The Income Tax Act,1961
Income Tax
186.51
2013-14
Telangana High Court,
Tribunal bench
Central Excise Act,1944
Excise Duty
244.75
2006-07
CESTAT, Hyderabad
Central Excise Act,1944
Excise Duty
186.72
2007-08
CESTAT, Hyderabad
Central Excise Act,1944
Excise Duty
107.92
2008-09
CESTAT, Hyderabad
Central Excise Act,1944
Excise Duty
150.89
2009-10
CESTAT, Hyderabad
Central Excise Act,1944
Excise Duty
59.12
2010-11
CESTAT, Hyderabad
Central Excise Act,1944
Penalty on Excise Duty
25.00
2006-07
CESTAT, Hyderabad
Central Excise Act,1944
Penalty on Excise Duty
18.00
2007-08
CESTAT, Hyderabad
Central Excise Act,1944
Penalty on Excise Duty
10.00
2008-09
CESTAT, Hyderabad
Central Excise Act,1944
Penalty on Excise Duty
15.00
2009-10
CESTAT, Hyderabad
Central Excise Act,1944
Penalty on Excise Duty
6.00
2010-11
CESTAT, Hyderabad
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133
viii. There were no transactions relating to previously
unrecorded income that were surrendered or disclosed
as income in the tax assessments under the Income Tax
Act, 1961 (43 of 1961) during the year.
ix. a)
In our opinion, the Company has not defaulted
in the repayment of loans or other borrowings or
in the payment of interest thereon to any lender
during the year.
b)
The Company has not been declared a wilful
defaulter by any bank or financial institution or
government or any government authority.
c)
To the best of our knowledge and belief, in our
opinion, term loans availed by the Company were,
applied by the Company during the year for the
purposes for which the loans were obtained.
d)
On an overall examination of the financial statements
of the Company, funds raised on short-term basis
have, prima facie, not been used during the year for
long term purposes by the Company.
e)
According to the information and explanations given
to us and on an overall examination of the standalone
financial statements of the Company, we report that
the Company has not taken any funds from any entity
or person on account of or to meet the obligations of
its subsidiaries, associates or joint venture as defined
under the Act.
f)
The Company has not raised loans during the year
on the pledge of securities held in its subsidiaries as
defined under the Companies Act, 2013.
x. (a)
The Company has not raised any money during the
year by way of initial public offer/further public offer
(including debt instruments).
(b)
There was a preferential allotment of shares during
the year in compliance with Section 42 and Section
62 of the Companies Act 2013, for which the
proceeds were utilized for the purpose for which
the funds were raised, the unutilized portion of the
funds raised have been kept separately in the form
of fixed deposits and bank balances for utilization
in the subsequent financial year. The Company
has not made any preferential allotment or private
placement of (fully or partly or optionally) convertible
debentures during the year.
xi. (a)
To the best of our knowledge, no fraud by the
Company and no material fraud on the Company has
been noticed or reported during the year.
(b)
To the best of our knowledge, no report under sub-
Section (12) of Section 143 of the Act has been filed
by the auditors in Form ADT-4 as prescribed under
Rule 13 of the Companies (Audit and Auditors)
Rules, 2014 with the Central Government, during
the year and upto the date of this report.
(c)
As represented to us by the management, there
were no whistle blower complaints received by the
Company during the year.
xii.
The Company is not a Nidhi Company as per the provisions
of the Companies Act, 2013. Therefore, the requirement
to report on clause 3(xii) (a), (b) and (c) of the Order is not
applicable to the Company.
xiii. In our opinion, the Company is in compliance with Section
177 and 188 of the Companies Act, where applicable, for
all transactions with the related parties and the details
of related party transactions have been disclosed in the
financial statements etc. as required by the applicable
accounting standards.
xiv. (a)
In our opinion the Company has an adequate internal
audit system commensurate with the size and the
nature of its business.
(b)
The internal audit reports of the Company issued
till the date of the audit report, for the period under
audit have been considered by us.
xv.
In our opinion during the year the Company has not
entered into any non-cash transactions with its directors
or persons connected with its directors and hence
provisions of Section 192 of the Companies Act, 2013
are not applicable to the Company.
xvi. (a)
The Company is not required to be registered under
Section 45-IA of the Reserve Bank of India Act, 1934.
Hence, reporting under clause (xvi) (a), (b) and (c) of
the Order is not applicable.
(b)
The Group does not have any Core Investment
Company as part of the group and accordingly
reporting under clause (xvi) (d) of the Order is not
applicable.
xvii. The Company has not incurred cash losses during the
financial year covered by our audit and the immediately
preceding financial year.
xviii. There has been no resignation of the statutory auditors of
the Company during the year.
xix. On the basis of the financial ratios disclosed in Note 47,
ageing and expected dates of realization of financial
assets and payment of financial liabilities, other
information accompanying the financial statements
and our knowledge of the Board of Directors and
Management plans and based on our examination of
the evidence supporting the assumptions, nothing has
come to our attention, which causes us to believe that
any material uncertainty exists as on the date of the
audit report indicating that Company is not capable
of meeting its liabilities existing at the date of balance
sheet as and when they fall due within a period of one
year from the balance sheet date. We, however, state
that this is not an assurance as to the future viability of
the Company. We further state that our reporting is
based on the facts up to the date of the audit report
and we neither give any guarantee nor any assurance
that all liabilities falling due within a period of one year
from the balance sheet date, will get discharged by the
Company as and when they fall due.
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xx. (a)
There are no unspent amounts towards Corporate Social Responsibility (“CSR”) on other than ongoing projects requiring
a transfer to a Fund specified in Schedule VII to the Companies Act, 2013 in compliance with second proviso to
sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable
for the year.
(b)
In respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount,
to a Special account before the date of this report and within a period of 30 days from the end of the financial year in
compliance with the provision of Section 135(6) of the Act.
For RAMASAMY KOTESWARA RAO AND CO LLP
Chartered Accountants
ICAI Firm Registration No.010396S/S200084
Place: Hyderabad
Date: 17 May 2025
Murali Krishna Reddy Telluri
Partner
Membership No. 223022
UDIN: 25223022BMJKCO5758
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
135
Annexure ‘B’
Referred to in paragraph 1(g) under 'Report on Other Legal and Regulatory Requirements' section of our
report to the Members of Zen Technologies Limited of even date
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub section 3 of Section 143 of the Companies
Act, 2013 (the "Act")
We have audited the internal financial controls with reference
to standalone financial statements of ZEN TECHNOLOGIES
LIMITED (the "Company") as of March 31, 2025 in conjunction
with our audit of the standalone financial statements of the
Company for the year ended on that date.
MANAGEMENT'S
RESPONSIBILITY
FOR
INTERNAL
FINANCIAL
CONTROLS
OVER
FINANCIAL REPORTING
The Management of the Company is responsible for
establishing and maintaining Internal Financial Controls Over
Financial Reporting based on the internal control with reference
to Standalone Financial Statements criteria established by the
Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting (the “Guidance
Note”) issued by the Institute of Chartered Accountants of
India (the "ICAI''). These responsibilities include the design,
implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence
to Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under
the Act.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion on the Company's
Internal Financial Controls Over Financial Reporting with
reference to these standalone financial statements based on
our audit. We conducted our audit in accordance with the
Guidance Note issued by the ICAI and the Standards on Auditing
prescribed under Section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of Internal Financial
Controls Over Financial Reporting with reference to standalone
financial statements. Those Standards and the Guidance Note
require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about
whether adequate Internal Financial Controls Over Financial
Reporting with reference to these standalone financial
statements was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of Internal Financial Controls
Over Financial Reporting with reference to these standalone
financial statements and their operating effectiveness. Our
audit of Internal Financial Controls Over Financial Reporting
with reference to standalone financial statements included
obtaining an understanding of Internal Financial Controls Over
Financial Reporting with reference to standalone financial
statements, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement
of the standalone financial statements, whether due to fraud or
error.
We believe that the audit evidence we have obtained, is
sufficient and appropriate to provide a basis for our audit
opinion on the Company's Internal Financial Controls Over
Financial Reporting with reference to these standalone financial
statements.
MEANING
OF
INTERNAL
FINANCIAL
CONTROLS OVER FINANCIAL REPORTING
WITH REFERENCE TO THESE STANDALONE
FINANCIAL STATEMENTS
A Company's Internal Financial Controls Over Financial
Reporting with reference to standalone financial statements is
a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
standalone financial statements for external purposes in
accordance with generally accepted accounting principles. A
Company's Internal Financial Controls Over Financial Reporting
with reference to standalone financial statements includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of standalone
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
of the Company are being made only in accordance with
authorizations of management and directors of the Company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition , use, or disposition
of the Company's assets that could have a material effect on the
standalone financial statements.
INHERENT
LIMITATIONS
OF
INTERNAL
FINANCIAL CONTROLS OVER FINANCIAL
REPORTING
WITH
REFERENCE
TO
STANDALONE FINANCIAL STATEMENTS
Because of the inherent limitations of Internal Financial Controls
Over Financial Reporting with reference to standalone financial
statements, including the possibility of collusion or improper
management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the Internal Financial Controls
Over Financial Reporting with reference to standalone financial
statements to future periods are subject to the risk that the
Internal Financial Controls Over Financial Reporting with
reference to standalone financial statements may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
ZEN TECHNOLOGIES LIMITED
136
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
OPINION
In our opinion, the Company has, in all material respects, adequate Internal Financial Controls Over Financial Reporting with
reference to standalone financial statements and such Internal Financial Controls Over Financial Reporting with reference to
standalone financial statements were operating effectively as at 31 March 2025, based on the criteria for Internal Financial Controls
Over Financial Reporting with reference to standalone financial statements criteria established by the Company considering the
essential components of internal control stated in the Guidance Note issued by the ICAI.
For RAMASAMY KOTESWARA RAO AND CO LLP
Chartered Accountants
ICAI Firm Registration No.010396S/S200084
Place: Hyderabad
Date: 17 May 2025
Murali Krishna Reddy Telluri
Partner
Membership No. 223022
UDIN: 25223022BMJKCO5758
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
137
Standalone Balance Sheet
As at 31 March 2025
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
Sl.
No.
Particulars
Notes
As at 31 Mar 2025
As at 31 Mar 2024
I
ASSETS
Non-current assets
(a) Property, Plant and equipment
4A
9,815.37
7,645.02
(b) Capital work-in-progress
4C
355.38
1,006.05
(c) Right-of-use asset
4D
412.00
187.46
(d) Other Intangible assets
4B
243.96
21.90
(e) Intangible assets under development
4E
348.00
60.00
(f) Financial assets
(i) Investments
5
21,849.06
2,630.60
(ii) Other financial assets
13
20,062.17
2,608.95
(h) Other non-current assets
8
156.00
113.59
Total Non-Current Assets
53,241.94
14,273.56
II
Current assets
(a) Inventories
9
5,101.82
13,342.12
(b) Financial assets
(i) Trade receivables
10
37,839.62
16,914.87
(ii) Cash and cash equivalents
11
3,423.70
2,606.47
(iii) Bank balances other than (ii) above
12
80,496.33
11,613.15
(iv) Loans
6
0.80
2.91
(v) Other financial assets
13
2,558.97
999.08
(c) Current Tax Assets (Net)
14
133.68
170.49
(d) Other current assets
15
4,750.88
11,916.61
Total Current Assets
1,34,305.80
57,565.71
Total Assets (I + II)
1,87,547.74
71,839.27
I
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital
16
902.90
840.44
(b) Other Equity
17
1,67,995.68
44,472.21
Total Equity
1,68,898.58
45,312.65
II
Liabilities
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings
18
4,020.36
-
(ii) (a) Lease liabilities
19A
175.36
89.78
(b) Deferred Govt.Grant
15.00
15.00
(b) Provisions
20
313.16
305.17
(c) Deferred tax liabilities (Net)
7
23.84
633.74
Total Non-Current Liabilities
4,547.72
1,043.69
Current liabilities
(a) Financial Liabilities
(i) Borrowings
21
1,200.00
-
(ii) Trade payables
22
(A) Total outstanding dues of micro enterprises and small enterprises
835.22
1,846.66
(B) Total outstanding dues to creditors other than micro and small enterprises
345.15
768.82
(iii) Other Financial liabilities
19B
6,760.97
1,682.88
(iv) Lease liabilities
19C
37.37
23.41
(b) Other current liabilities
23
4,495.21
20,464.86
(c) Provisions
24
144.30
-
(d) Current Tax Liabilities (Net)
25
283.22
696.30
Total Current Liabilities
14,101.44
25,482.93
Total Equity and Liabilities (I + II)
1,87,547.74
71,839.27
Summary of material Accounting Policies
3
The accompanying notes form an integral part of the standalone financial statements
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No.A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
ZEN TECHNOLOGIES LIMITED
138
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
Standalone Statement of Profit and Loss
For the year ended 31 March 2025
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
Sl.
No.
Particulars
Notes
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
1
Income
Revenue from operations
26
93,066.72
43,027.51
Other Income
27
5,778.44
1,393.02
Total Income
98,845.16
44,420.54
2
Expenses
Cost of Materials and Components consumed
28
39,031.15
18,096.67
Changes in inventories of finished goods, work-in-progress and stock-in-
trade
29
4,991.29
(4,371.23)
Manufacturing expenses
30
1,398.02
1,066.69
Employee benefits expense
31
5,701.53
4,323.66
Finance Costs
32
942.08
184.05
Depreciation and Amortization Expense
33
1,009.40
732.05
Other expenses
34
10,572.64
6,188.58
Total Expenses
63,646.11
26,220.47
3
Profit/(Loss) before exceptional items and tax(1 - 2)
35,199.05
18,200.06
4
Exceptional Items
46
-
240.90
5
Profit/(Loss) before tax (3-4)
35,199.05
18,440.96
6
Tax expense
36
(i) Current tax
9,443.00
3,523.53
(ii) Deferred tax
(561.71)
1,993.99
(iii) Earlier years tax
22.69
-
Total Tax expense
8,903.98
5,517.52
7
Profit for the year (5-6)
26,295.07
12,923.45
8
Other Comprehensive Income
Items that will not be reclassified subsequently to statement of profit or (loss)
35
(105.40)
(44.01)
Income tax relating to items that will not be reclassified to profit/loss
26.53
12.82
Items that will be reclassified subsequently to statement of profit or (loss)
(86.08)
(34.96)
Income tax relating to items that will be reclassified to profit/loss
21.66
10.18
Total Other Comprehensive Income, net of tax
(143.29)
(55.97)
9
Total Comprehensive Income for the year (7+8)
26,151.78
12,867.48
10
Earning per Share (Face Value of Rs. 1/- Each)
37
Basic earnings per share (In Rs.)
30.09
15.61
Diluted earnings per share (In Rs.)
30.09
15.51
Summary of material Accounting Policies
3
The accompanying notes form an integral part of the standalone financial statements
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No. A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
139
Particulars
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
A.
Cash Flows from Operating Activities
Net profit before tax
35,199.05
18,440.96
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortization expense
1,009.39
732.05
Other Income
-
-
Profit on sale of asset
(0.20)
(0.42)
Provision for Advance Written off
-
138.35
Provision for impairment of investments
37.50
224.22
Provision for Impairment of Advances
252.84
-
Expected Credit loss allowance
165.22
352.34
Interest Income
(4,840.04)
(1,062.03)
Finance Cost
587.21
120.49
Interest on lease liability
7.63
4.97
Gratuity expense
80.13
57.07
Share based Payment Expenses
191.71
437.69
Foreign Exchange (Gain)/Loss
(239.46)
(53.21)
Provision for Warranties
538.32
-
Operating profit before working capital changes
32,989.30
19,392.49
Changes in Working Capital
(Increase)/Decrease in Trade Receivables
(20,936.58)
(10,563.15)
(Increase)/Decrease in Other financial assets
(1,597.39)
2,362.52
(Increase)/Decrease in Inventories
8,240.30
(9,230.61)
(Increase)/Decrease in Other Current Assets
7,165.73
(9,480.09)
(Increase)/Decrease in Other Non Current Assets
(42.41)
(46.20)
(Increase)/Decrease in Other Non Current Financial Assets
(17,706.06)
-
Increase/(Decrease) in Trade Payables
(1,436.06)
2,250.41
Increase/(Decrease) in Other financial liabilities
4,539.77
748.38
Increase/(Decrease) in Other Current liabilities
(15,969.65)
9,877.22
Increase/(Decrease) in Provisions
(33.24)
32.24
(4,786.29)
5,343.21
Income tax paid
(9,841.96)
(3,208.13)
Net Cash from/(used in) operating activities (A)
(14,628.25)
2,135.08
B.
Cash flows from Investing Activities
Purchase of property, plant and equipment and CWIP
(2,980.74)
(2,600.05)
Sale of Fixed Assets
1.06
0.47
Advance for acquisition on investments
-
Purchase of Investments
(19,218.46)
(420.66)
Interest received
4,840.04
881.03
Capital Advance paid
-
(34.59)
(Increase)/Decrease in Other Bank Balances
(68,883.18)
(6,024.38)
Net Cash Used In Investing Activities (B)
(86,241.28)
(8,198.20)
C.
Cash flows from Financing Activities
Proceeds from/(Repayment of) borrowings (net)
5,072.11
(584.42)
Net Proceeds from Issue of Shares
98,019.00
-
Purchase of Treasury shares by Zen technologies welfare trust
-
(477.09)
Proceeds from Issue of Employee Stock Options
121.81
-
Dividend paid
(898.27)
(166.81)
Principal Payment of Lease Liabilities
(183.41)
(17.91)
Interest on Lease Liabilities
(7.63)
Finance costs paid
(436.85)
(124.67)
Amount received towards share warrants
-
750.24
Net Cash From Financing Activities (C)
1,01,686.76
(620.66)
Net Increase in cash and cash equivalents (A+B+C)
817.23
(6,683.77)
Cash and Cash equivalents at the beginning of the year
2,606.47
9,290.24
Cash and Cash equivalents at the end of the year
3,423.70
2,606.47
Standalone Statement of Cash Flows
For the year ended 31 March 2025
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
ZEN TECHNOLOGIES LIMITED
140
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
a) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard
(Ind AS-7) - Statement of Cash Flows.
b) Cash and Cash equivalents include following for the Cash flow purpose
Particulars
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
Cash and Cash Equivalents as per Balance sheet
3,423.70
2,606.47
Less: OD/CC accounts forming part of Cash & Cash Equivalents
-
-
Cash and Cash Equivalents for the Cash flow statement
3,423.70
2,606.47
Summary of material accounting policies - Refer Note 3
The accompanying notes referred to above form an integral part of the standalone financial statements
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No. A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
141
Standalone Statement of Changes in Equity
For the year ended 31 March 2025
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
(A) SHARE CAPITAL
Number of shares
Amount (Rs.)
As at 01 April 2023
8,40,44,260
840.44
Issued during the year
-
-
Redeemed/transferred during the year
-
-
As at 31 March 2024
8,40,44,260
840.44
Issued during the year
62,46,096
62.46
Redeemed/transferred during the year
-
-
As at 31 March 2025
9,02,90,356
902.90
ZEN TECHNOLOGIES LIMITED
142
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
(B) OTHER EQUITY (NOTE 17)
Particulars
Reserves and Surplus
Equity Component of
Compound Financial
Instruments
Other Comprehensive Income
Total Equity
Securities
Premium
Capital
Redemption
Reserve
General
Reserve
Retained
Earnings
Share
Warrants
Share
based
payment
reserve
Treasury
shares
Compulsory
Convertible
Debentures (CCD)
Re Measurements
of Defined Benefit
Plans
Foreign
Currency
Translation
Reserve
Balances as at 1 April 2023
2,654.31
117.24
3,525.01
17,977.96
250.08
44.21
(966.13)
7,479.52
42.13
-
23,644.81
Profit for the Year
-
-
-
12,923.45
-
-
-
-
-
-
12,923.45
Amount received on account of allotment of share warrants
-
-
-
-
750.24
-
-
-
-
-
750.24
Issue of equity shares
8,434.29
-
-
-
-
(195.96)
177.87
-
-
-
8,416.21
Allotment of equity Shares pursuant to
conversion of share warrants
-
-
-
-
(1,000.32)
-
-
-
-
-
(1,000.32)
Share based payment charge on account of
options granted during the year
-
-
-
-
-
437.69
-
-
-
-
437.69
Other Comprehensive income (net of tax)
-
-
-
-
-
-
-
(31.19)
(24.78)
(55.97)
Dividend paid
-
-
-
(166.81)
-
-
-
-
-
(166.81)
purchase of treasury shares
-
-
-
-
-
-
(477.09)
(7,479.52)
-
-
(477.09)
Equity component of Compulsorily Convertible
Debentures (CCD) issued
-
-
-
-
-
-
-
-
-
-
-
Balance as at 31 March 2024
11,088.60
117.24
3,525.01
30,734.61
-
285.94
(1,265.34)
-
10.94
(24.78)
44,472.21
Balances as at 1 April 2024
11,088.60
117.24
3,525.01
30,734.61
-
285.94
(1,265.34)
-
10.94
(24.78)
44,472.21
Profit for the Year
-
-
70.94
26,295.07
-
-
-
-
-
-
26,366.00
Amount received on account of allotment of share warrants
-
-
-
-
-
-
-
-
-
-
-
Issue of equity shares
97,956.54
-
-
-
-
(246.82)
297.70
-
-
-
98,007.42
Allotment of equity Shares pursuant to
conversion of share warrants
-
-
-
-
-
-
-
-
-
-
-
Share based payment charge on account of
options granted during the year
-
-
-
-
-
191.61
-
-
-
-
191.61
Other Comprehensive income (net of tax)
-
-
-
-
-
-
-
-
(78.87)
(64.42)
(143.29)
Dividend paid
-
-
-
(898.28)
-
-
-
-
-
-
(898.27)
Equity component of Compulsorily
Convertible Debentures (CCD) issued
-
-
-
-
-
-
-
-
-
-
-
Balance as at 31 March 2025
1,09,045.14
117.24
3,595.95
56,131.40
-
230.73
(967.64)
-
(67.94)
(89.20)
1,67,995.68
Summary of material accounting policies
The accompanying notes form an integral part of the standalone financial statements
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No.A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
143
Notes to the Standalone Financial Statements
For the year ended March 31 2025
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
1. CORPORATE INFORMATION
Zen Technologies Limited is a Public Limited Company
domiciled in India and incorporated under the provisions of
the Companies Act, 1956. The address of its corporate office
is at B-42, Industrial Estate, Sanathnagar, Hyderabad-500018,
Telangana, India. The Equity Shares of the Company are listed
on BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE) in India.
The Company is principally engaged in design, development
and manufacture of Training Simulators, Anti Drone Systems
and operations for Para-military Forces, Armed Forces,
Security Forces, Police and Government Departments. The
Company caters to both domestic and international market.
The Company’s manufacturing unit is located at Hardware Park,
Maheswaram Mandal, Telangana, India.
The standalone financial statements for the year ended 31
March 2025, were approved by the Board of Directors and
authorised for issue on 17 May 2025.
2. MATERIAL ACCOUNTING POLICIES
(i) Statement of compliance & Basis for
preparation
These standalone financial statements of the Company
have been prepared in accordance with Indian Accounting
Standards (referred to as Ind AS) as notified under the
Companies (Indian Accounting Standards Rules), 2015 read
with Section 133 of the Companies Act, 2013 ("the Act") as
amended from time to time.
Accounting policies have been consistently applied except
where a newly-issued accounting standard is initially adopted
or a revision to an existing accounting standard requires a
change in the accounting policy hitherto in use.
(ii) Functional and presentation currency
These standalone financial statements are presented in Indian
Rupees (INR), which is also the Company’s functional currency.
All financial information presented in Indian rupees have been
rounded-off to two decimal places to the nearest lakhs unless
otherwise stated.
(iii) Basis of measurement
The standalone financial statements have been prepared on the
historical cost basis except for the following assets and liabilities
which have been measured at fair value:
-
Certain financial assets and liabilities: Measured at
fair value
-
Net defined benefit (asset)/liability: Fair value of plan
assets less present value of defined benefit obligations
-
Borrowings: Amortised cost using effective interest rate
method
(iv) Use of estimates and judgements
The preparation of the financial statements in conformity with
Ind AS requires the Management to make estimates, judgments
and assumptions. These estimates, judgments and assumptions
affect the application of accounting policies and reported
amounts of revenues and expenses during the period and
the reported amounts of assets and liabilities, the disclosures
of contingent assets and liabilities at the date of the financial
statement. Accounting estimates could change from period to
period. Actual results could differ from those estimates.
Estimates and underlying assumptions are reviewed by the
Management on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.
Judgements
Information about judgements made in applying accounting
policies that have the most significant effects on the amounts
recognised in the standalone financial statements is included in
the following notes:
-
Note 3(K): Lease classification.
-
Note 3(K): Leases: whether an arrangement contains a
lease and lease classification
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties
that have a significant risk of resulting in a material adjustment
within the next financial year are included in the following notes:
-
Note 3(J): measurement of defined benefit obligations:
key actuarial assumptions;
-
Note 3(M): recognition and measurement of provisions
and contingencies: key assumptions about the likelihood
and magnitude of an outflow of resources;
-
Note 3(I): impairment of financial assets;
-
Note 7 & 3(L): Recoverability/recognition of deferred
tax assets;
-
Note 3(F): determining an asset’s expected useful life
and the expected residual value at the end of its life.
(v) Measurement of fair values
Accounting polices and disclosures require measurement of
fair value for both financial and non-financial assets.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
-
in the principal market for the asset or liability or
-
in the absence of a principal market, in the most
advantageous market for the asset or liability.
The principal or the most advantageous market must be
accessible by the Company. The fair value of an asset or a liability
is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that
market participants act in their economic best interest.
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A fair value measurement of a non-financial asset takes into
account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data is available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs
Fair values are categorised into different levels in a fair value
hierarchy based on the inputs used in the valuation techniques
as follows.
Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level
1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from
prices).
Level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the
Company uses observable market data as far as possible. If the
inputs used to measure the fair value of an asset or a liability fall
into different levels of the fair value hierarchy, then the fair value
measurement is categorised in its entirety in the same level of
the fair value hierarchy as the lowest level input that is significant
to the entire measurement.
The Company recognizes transfers between levels of the fair
value hierarchy at the end of the reporting period during which
the change has occurred.
Further information about the assumptions made in the
measuring fair values is included in the following notes:
-
Note 42: Financial instruments
(vi) Current and non-current classification
The Schedule III to the Act requires assets and liabilities to
be classified as either current or non-current. The Company
presents assets and liabilities in the balance sheet based on
current/non-current classification.
Assets
An asset is classified as current when:
-
it is expected to be realised in, or is intended for sale or
consumption in, the Company’s normal operating cycle;
-
it is expected to be realised within twelve months from
the reporting date;
-
it is held primarily for the purposes of being traded; or
-
it is cash or cash equivalent unless it is restricted from
being exchanged or used to settle a liability for at least
twelve months after the reporting date.
All other assets are classified as non current.
Liabilities
A liability is classified as current when:
-
it expects to settle the liability in its normal operating
cycle;
-
it is due to be settled within twelve months from the
reporting date;
-
it is held primarily for the purposes of being traded;
-
the Company does not have an unconditional right to
defer settlement of liability for at least twelve months from
the reporting date.
All other liabilities are classified as non-current.
Deferred tax assets/liabilities are classified as non-current.
Operating Cycle
Operating cycle is the time between the acquisition of assets
for processing and realisation in cash or cash equivalents. The
Company has ascertained its operating cycle as 12 months for
the purpose of current or non-current classification of assets
and liabilities.
3. SUMMARY OF MATERIAL ACCOUNTING
POLICY
A. Revenue from contracts with customers
Revenue from contracts with customers is recognised
when the Company satisfies a performance obligation by
transferring control of a promised good or service to the
customer. Control is transferred when the customer has the
ability to direct the use of and obtain substantially all of the
benefits from the good or service.
Revenue from sale of products
Revenue from the sale of products is recognised at a point in
time when control of the goods is transferred to the customer,
which typically occurs upon delivery in accordance with the
terms of the contract. The indicators for transfer of control
include:
-
the Company has transferred the physical possession of
the product
-
the customer has a legal title to the product
-
the customer has accepted the product
-
when the Company has a present right to payment for the
product
-
the significant risks and rewards of ownership of the
product has been transferred to the customer.
Revenue is measured at the transaction price, which is the
amount of consideration the Company expects to be entitled
to in exchange for transferring goods or services.
Multiple performance obligations
In case where the contracts involve multiple performance
obligations, the Company allocates the transaction price
to each performance obligation on the relative stand-alone
selling price basis. In case of a contract, where separate fee for
Annual Maintenance Contracts (AMC) or any other separately
identifiable component is not stipulated, the Company applies
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the recognition criteria to separately identifiable components
(sale of goods and AMC, etc.) of the transaction and allocates
the revenue to those separate components based on stand-
alone selling price.
In cases where the AMC or any other separately identifiable
component is stipulated and price for the same agreed
separately, the Company applies the recognition criteria to
separately identified components (sale of goods and installation
and commissioning, etc.) of the transaction and allocates
the revenue to those separate components based on their
standalone selling price.
If the stand-alone selling price is not available the Company
estimates the stand alone selling price.
Revenue from rendering of services
As outlined above, in cases where contracts include multiple
performance obligations, such as the sale of goods and
Annual Maintenance Contracts (AMC), the transaction price
is allocated to each component based on their relative
standalone selling prices.
Revenue attributable to AMC services is recognised over time,
as the customer simultaneously receives and consumes the
benefits of the service throughout the contract period. The
Company applies the output method to measure progress
towards complete satisfaction of the performance obligation,
as the passage of time provides a reliable basis for depicting the
transfer of services to the customer.
Measurement of Trade Receivables
Trade receivables arising from such contracts are recognised
at the transaction price as determined above, consistent with
the Company’s accounting policy on financial assets (refer Note
3(E) – Financial Instruments).
B. Recognition of other income
i) Interest income
Interest Income mainly comprises of interest on Margin
money deposit relating to bank guarantee, Deposits against
Bank Overdraft with banks and other fixed deposits.Interest
income should be recorded using the effective interest rate
(EIR). However, the amount of margin money deposits relating
to bank guarantee and Over draft are purely current in nature,
hence effective interest rate has not been applied. Interest is
recognized using the time proportion method, based on rates
implicit in the transactions.
ii) Export Incentives
The Company receives export incentives which do not fall
under the scope of Ind AS 115 and are accounted for in
accordance with the provisions of Ind AS 20 considering such
incentives as Government Assistance. Accordingly government
grant relating to Income is recognised on accrual basis when
the relevant expense has been charged to statement of Profit
and Loss.
iii) Other Income
Other income not specifically stated above is recognised on
accrual basis.
C. Borrowing cost
Borrowing costs are interest and other costs incurred in
connection with the borrowing of funds. Borrowing costs
directly attributable to acquisition, construction or production
of an asset which necessarily take a substantial period of time to
get ready for their intended use or sale are capitalised as part of
the cost of that asset. Other borrowing costs are recognised as
an expense in the period in which they are incurred.
D. Foreign currency transactions and translation
Transactions in foreign currencies are translated to the functional
currency of the Company at exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in
foreign currencies at the reporting date are translated into the
functional currency at the exchange rate at that date (closing
rate). Non-monetary items denominated in foreign currencies
which are carried at historical cost are reported using the
exchange rate at the date of the transaction. Exchange
differences arising on the settlement of monetary items or on
translating monetary items at rates different from those at which
they were translated on initial recognition during the period or
in previous financial statements are recognized in the statement
of profit and loss in the period in which they arise.
The assets and liabilities of the foreign branch are translated
into functional currency at the rate of exchange prevailing at
the reporting date and their statements of profit and loss are
translated at average exchange rates. The exchange differences
arising on translation for consolidation are recognised in other
comprehensive income.
In case of an asset, expense or income where a monetary
advance is paid/received, the date of transaction is the date
on which the advance was initially recognized. If there were
multiple payments or receipts in advance, multiple dates of
transactions are determined for each payment or receipt of
advance consideration.
E. Financial instruments
A financial instrument is any contract that gives rise to a Financial
Asset of one entity and Financial Liability or Equity instrument of
another entity.
Financial assets
i) Initial Recognition and measurement
The Company recognises a financial asset or a financial liability
in its balance sheet when, and only when, it becomes party to
the contractual provisions of the instrument. Financial assets are
classified, at initial recognition, as measured at:
-
Amortised Cost
-
Fair Value through Other Comprehensive Income
(FVTOCI), or
-
Fair Value through Profit or Loss (FVTPL)
The classification of financial assets at initial recognition
depends on:
(a)
The Company’s business model for managing the financial
assets, and
(b)
The contractual cash flow characteristics of the
financial asset.
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Except for trade receivables that do not contain a significant
financing component, financial assets are initially measured
at fair value, plus, in the case of financial assets not at FVTPL,
transaction costs directly attributable to their acquisition. Trade
receivables are initially recognised at the transaction price
as determined in accordance with the Company’s revenue
recognition policy (refer Note [A] – Revenue from Contracts
with Customers).
ii) Classification and subsequent measurement
The subsequent measurement of financial assets depends on
their classification, as follows:
(i) Financial Assets at Amortised Cost
Financial assets are measured at amortised cost if both of the
following conditions are met:
(a)
The asset is held within a business model whose objective
is to hold financial assets in order to collect contractual
cash flows; and
(b)
The contractual terms of the financial asset give rise, on
specified dates, to cash flows that are solely payments
of principal and interest (SPPI) on the principal amount
outstanding.
These assets are subsequently measured at amortised cost using
the effective interest rate (EIR) method, less any impairment loss.
Interest income and impairment are recognised in profit or loss.
(ii) Financial Assets Measured at Fair Value through Other
Comprehensive Income (FVTOCI) – Debt Instruments
Financial assets are classified at FVTOCI when they are held
within a business model whose objective is achieved by both
collecting contractual cash flows and selling the financial
assets, and the SPPI test is met.
Subsequent to initial recognition, these financial assets are
measured at fair value, with changes in fair value recognised
in other comprehensive income (OCI). Upon derecognition,
the cumulative gain or loss recognised in OCI is reclassified to
profit or loss.
(iii) Financial Assets Measured at Fair Value through Other
Comprehensive Income (FVTOCI) – Equity Instruments
For equity investments not held for trading, the Company may
make an irrevocable election at initial recognition to present
changes in fair value in OCI. This election is made on an
instrument-by-instrument basis.
Subsequent changes in fair value are recognised in OCI. Unlike
debt instruments, there is no recycling of cumulative gains or
losses to profit or loss on derecognition. Dividends from such
investments are recognised in profit or loss when the right to
receive payment is established, provided they represent a
return on investment and not a recovery of cost.
(iv) Financial Assets at Fair Value through Profit or Loss
(FVTPL)
Financial assets are classified as FVTPL if they:
(a)
Do not meet the criteria for amortised cost or FVTOCI; or
(b)
Are designated at FVTPL at initial recognition to eliminate
an accounting mismatch.
Subsequent changes in fair value are recognised in profit
or loss.
Reclassification
Financial assets are not reclassified subsequent to their initial
recognition, except when the Company changes its business
model for managing the assets. Any such reclassification is
applied prospectively from the reclassification date; prior
periods are not restated.
SPPI Test
The SPPI test is performed at the instrument level to determine
whether the contractual cash flows represent solely payments
of principal and interest. For this purpose, “interest” is defined
as consideration for the time value of money, credit risk, and
other basic lending risks and costs, along with a profit margin.
Business Model Assessment
The Company’s business model refers to how financial assets are
managed to generate cash flows—whether through collecting
contractual cash flows, selling financial assets, or both. This
assessment is determined at a portfolio level and reflects how
groups of financial assets are collectively managed to achieve a
specific business objective.
iii) De-recognition
A financial asset is derecognised when:
(a)
The contractual rights to receive the cash flows from the
asset have expired, or
(b)
The Company has transferred its contractual rights to
receive the cash flows from the asset, and either:
(i)
it has transferred substantially all the risks and
rewards of ownership of the asset; or
(ii)
it has neither transferred nor retained substantially
all the risks and rewards of ownership, but has
relinquished control of the asset.
If the Company retains substantially all the risks and rewards of
ownership of a transferred financial asset, the asset continues to
be recognised on the balance sheet.
Where the Company neither transfers nor retains substantially
all the risks and rewards of ownership but retains control of the
transferred asset, the asset is recognised to the extent of the
Company’s continuing involvement.
Financial Liabilities
i) Initial Recognition and measurement
Financial liabilities are classified at initial recognition as:
-
Financial liabilities at fair value through profit or loss
(FVTPL),
-
Financial liabilities measured at amortised cost (e.g., loans
and borrowings, trade and other payables), or
-
Derivatives designated as hedging instruments in an
effective hedge, where applicable.
All financial liabilities are initially recognised at fair value. In
the case of financial liabilities measured at amortised cost,
initial recognition includes transaction costs that are directly
attributable to the issue. The Company’s financial liabilities
primarily include trade and other payables, loans and
borrowings, including bank overdrafts.
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ii) Subsequent measurement:
Subsequent to initial recognition, financial liabilities are
measured as follows:
(a) Financial Liabilities at Fair Value through Profit or Loss
(FVTPL)
This category includes:
-
Financial liabilities held for trading (e.g., derivatives not
designated as hedging instruments); and
-
Financial liabilities designated as FVTPL at initial
recognition to eliminate or significantly reduce an
accounting mismatch.
Gains and losses on financial liabilities held for trading are
recognised in the statement of profit and loss. For designated
liabilities, changes in fair value attributable to the Company’s
own credit risk are recognised in OCI. These amounts are not
subsequently reclassified to profit or loss. All other changes in
fair value are recognised in profit or loss. The Company has not
designated any financial liability as measured at FVTPL.
(b) Financial Liabilities at Amortised Cost
This category includes interest-bearing loans and borrowings
that are subsequently measured using the effective interest
rate (EIR) method. Gains and losses are recognised in profit or
loss upon derecognition or through the amortisation process.
Amortised cost is calculated by considering any premium or
discount on acquisition and fees or costs that are an integral
part of the EIR. The amortisation is recognised under finance
costs in the statement of profit and loss.
iii) Derecognition
A financial liability is derecognised when the obligation under
the liability is discharged, cancelled, or expires. If an existing
financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification
is accounted for as a derecognition of the original liability
and recognition of a new one. The difference in the carrying
amounts is recognised in profit or loss.
iv) Offsetting
Financial assets and financial liabilities are offset and the net
amount reported in the balance sheet if there is a currently and
legally enforceable right to set off the amounts and it intends
either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
v) Compulsorily Convertible Debentures
Compulsorily Convertible Debentures are separated into
liability and equity components based on the terms of the
instrument in accordance with Ind AS 32. At initial recognition:
-
The liability component is measured at the fair value
of a comparable instrument without a conversion
option and classified as a financial liability measured at
amortised cost.
-
The residual amount is allocated to the equity component
and recognised in equity, provided it meets the “fixed-for-
fixed” conversion criterion.
Transaction costs are allocated to liability and equity components
in proportion to their respective initial carrying amounts. The
conversion option is not remeasured subsequently.
vi) Reclassification of financial Instruments
The Company determines classification of financial assets and
liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity
instruments and financial liabilities. For financial assets which
are debt instruments, a reclassification is made only if there
is a change in the business model for managing those assets.
If the Company reclassifies financial assets, it applies the
reclassification prospectively.
F. Property, plant and equipment
i) Recognition and initial measurement
Property, plant and equipment are stated at historical cost
less accumulated depreciation and impairment losses, if any.
Historical cost includes:
-
Purchase price (net of trade discounts and rebates),
-
Import duties and non-refundable taxes,
-
Directly attributable costs necessary to bring the asset to
its intended working condition for its intended use, and
-
Estimated costs of dismantling, removing the item, and
restoring the site, where an obligation exists (measured at
present value in accordance with Ind AS 37).
Freehold land is not depreciated and is carried at historical cost.
Where significant components of an item of property, plant
and equipment have different useful lives, they are accounted
for separately. If an item of PPE is acquired on deferred credit
terms (i.e. with a significant financing benefit), it is recognised
at its cash price equivalent. The difference between the total
payment and cash price is recognised as interest over the
deferred period.
ii) Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that
future economic benefits associated with the expenditure will
flow to the Company and the cost can be measured reliably.
All other repairs and maintenance are charged to profit or
loss as incurred. If a component accounted for separately is
replaced, the carrying amount of the replaced component is
derecognised.
iii) Depreciation
Depreciation is provided on a straight-line basis over the
estimated useful lives of the respective assets. The useful lives
are determined in accordance with the manner prescribed
under Schedule II to the Companies Act, 2013. Depreciation
is charged from the date the asset is available for use and is
calculated on a pro-rata basis for assets acquired or disposed
of during the year.
The Company, based on technical evaluation and management
judgement, has determined useful lives for certain assets that
are different from those prescribed in Schedule II. These useful
lives reflect the period over which the assets are expected to
be used and are reviewed at least annually. Depreciation is not
provided on freehold land.
Depreciation on buildings constructed on leasehold land is
charged over the shorter of the lease term or the estimated useful
life of the building. For leasehold improvements, depreciation is
charged over the shorter of the useful life, typically 10 years, or
the lease term including expected renewals.
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Asset category
Useful life as
per Schedule II
Management
estimate of useful life
Buildings (Other than Factory buildings)
60 years
60 years
Factory Buildings
30 years
30 years
Plant and equipment
15 years
10-15 years
Furniture and fixtures
10 years
5-10 years
Motor Vehicles
10 years
10 years
Testing equipment's
10 years
10 years
Office equipment's
5 years
5 years
Demo Equipment
5 years
5 years
Computers
- Servers and networks
6 years
6 years
- End user devises such as laptops, etc.
3 years
3-5 years
iv) Capital Work in Progress (CWIP) and Capital
advances
Capital Work-in-Progress includes tangible assets that are
under construction or development and are not yet ready for
their intended use at the balance sheet date. These include
expenditure incurred on assets that are in the course of
construction, installation, testing, or commissioning. CWIP is
carried at cost, which comprises:
-
directly attributable acquisition and construction costs,
-
borrowing costs eligible for capitalisation under Ind AS
23, and
-
other expenses directly attributable to bringing the asset
to its intended use.
No depreciation is charged on such assets until they are
available for use. Once the asset is ready for its intended use, the
accumulated cost is transferred to the appropriate category of
property, plant and equipment and depreciation commences
from the date the asset is available for use.
Advances paid towards the acquisition of property, plant and
equipment outstanding at each reporting date is disclosed as
capital advances under other non-current assets.
v) Impairment of assets
The Company assesses at each reporting date whether there
is any indication that an asset, or a group of assets (cash-
generating unit), may be impaired in accordance with Ind AS 36.
If such indication exists, the recoverable amount of the asset is
estimated. An impairment loss is recognised when the carrying
amount exceeds the recoverable amount. The recoverable
amount is the higher of:
-
Fair value less costs of disposal, and
-
Value in use (present value of future expected cash flows).
Impairment losses are recognised in the Profit and Loss
Account. Reversal of impairment losses is recognised only if
there has been a change in the estimates used to determine the
recoverable amount.
vi) Derecognition
An item of property, planty and equipment is derecognised on
disposal or when no future economic benefits are expected
from its use or disposal. The gain or loss arising on derecognition
is recognised in the Profit and Loss Account in the period of
derecognition. The gain or loss is measured as the difference
between the net disposal proceeds and the carrying amount
of the asset.
G. Intangible assets
i) Recognition and intial measurement
Intangible assets are recognised only if:
-
it is probable that the expected future economic benefits
attributable to the asset will flow to the Company, and
-
the cost of the asset can be measured reliably.
Intangible assets that are acquired separately are initially
measured at cost. The cost comprises the purchase price
and any directly attributable cost of preparing the asset
for its intended use. Internally generated intangible assets,
including research costs, are expensed as incurred, except
for development costs which are capitalised if the recognition
criteria under Ind AS 38 are met.
ii) Subsequent measurement
After initial recognition, intangible assets are carried at cost
less accumulated amortisation and accumulated impairment
losses, if any. Subsequent expenditure is capitalised only when
it enhances the future economic benefits embodied in the
specific asset. All other expenditure is expensed as incurred.
iii) Amortisation
Amortisation of intangible assets is recognised in the Profit and
Loss Account on a straight-line basis over the asset’s estimated
useful life. The method and useful life are reviewed at each
financial year-end and adjusted if necessary.
The estimated useful lives are as follows:
-
Software - 3 years
Amortisation begins when the asset is available for use and
continues until the asset is derecognised or fully amortised,
whichever is earlier.
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iv) Derecognition
An intangible asset is derecognised on disposal or when no
future economic benefits are expected from its use. Any gain
or loss arising on derecognition of the asset is recognised in the
Profit and Loss account in the period the asset is derecognised.
H. Inventories
Inventories consist of raw materials, stores and spares, work-in-
progress, and finished goods, and are measured at the lower
of cost or net realisable value. However, raw materials that are
used in the production process are not written down below
cost if the finished goods resulting from their use are expected
to be sold at or above cost.
The cost of all categories of inventories is determined using
the weighted average method. Cost includes expenditures
incurred in acquiring the inventories, production or conversion
costs, and other costs incurred in bringing the inventories to
their existing location and condition. In the case of finished
goods and work-in-progress, cost includes an appropriate
share of overheads, allocated based on normal operating
capacity.
Net realisable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and
the estimated costs necessary to make the sale.
I. Impairment of assets
i) Impairment of financial instruments
The Company recognises loss allowances for expected credit
losses (ECLs) on financial assets measured at amortised cost,
including trade receivables, in accordance with Ind AS 109 –
Financial Instruments. At each reporting date, the Company
assesses whether a financial asset is credit-impaired, which
is defined as a situation where one or more events have a
detrimental impact on the estimated future cash flows of the
asset.
Objective evidence of credit impairment includes:
-
significant financial difficulty of the borrower or issuer,
-
breach of contract (e.g., default or delay in payments),
-
high probability of bankruptcy or financial reorganisation
of the borrower,
-
disappearance of an active market due to financial
distress."
ECL measurement
The Company measures expected credit losses (ECLs) on
financial assets based on the extent of credit risk at the reporting
date. For trade receivables, the Company always recognises
loss allowances based on lifetime expected credit losses.
This approach does not require tracking changes in credit risk
after initial recognition. For other financial assets measured
at amortised cost, the Company assesses credit risk at each
reporting date and recognises loss allowances based on either:
-
12-month expected credit losses, if there has not
been a significant increase in credit risk since initial
recognition, or
-
Lifetime expected credit losses, if credit risk has increased
significantly or if the asset is credit-impaired.
The Company evaluates whether credit risk has increased
significantly using reasonable and supportable information,
including forward-looking indicators, historic loss patterns, and
internal risk ratings.
Measurement of expected credit losses
ECLs are probability-weighted estimates of credit losses,
calculated as the present value of expected shortfalls between
contractual cash flows and those the Company expects to
receive.
Write-off
The gross carrying amount of a financial asset is written off
(either partially or in full) to the extent that there is no realistic
prospect of recovery. This is generally the case when the
Company determines that the debtor does not have assets or
sources of income that could generate sufficient cash flows to
repay the amounts subject to the write‑off. However, financial
assets that are written off could still be subject to enforcement
activities in order to comply with the Company’s procedures for
recovery of amounts due.
Presentation in the balance sheet
Loss allowances for financial assets measured at amortised cost
are deducted from the gross carrying amount of the assets.
ii) Impairment of non-financial assets
The Company's non-financial assets, other than inventories
and deferred tax assets, are reviewed at each reporting date
to determine whether there is any indication of impairment. If
any such indication exists, then the asset's recoverable amount
is estimated.
For impairment testing, assets that do not generate independent
cash inflows are grouped together into cash-generating units
(CGUs). Each CGU represents the smallest group of assets that
generates cash inflows that are largely independent of the cash
inflows of other assets or CGUs.
The Company bases its impairment calculation on detailed
budgets and forecast calculations, which are prepared
separately for each of the Company’s CGUs to which the
individual assets are allocated. These budgets and forecast
calculations generally cover a period of five years. For longer
periods, a long-term growth rate is calculated and applied to
project future cash flows after the fifth year. To estimate cash
flow projections beyond periods covered by the most recent
budgets/forecasts, the Company extrapolates cash flow
projections in the budget using a steady or declining growth
rate for subsequent years, unless an increasing rate can be
justified. In any case, this growth rate does not exceed the
long-term average growth rate for the products, industries, or
country or countries in which the Company operates, or for the
market in which the asset is used.
The recoverable amount of a CGU (or an individual asset) is the
higher of its value in use and its fair value less costs to sell. Value
in use is based on the estimated future cash flows, discounted
to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the
risks specific to the CGU (or the asset).
The Company’s corporate assets (e.g., central office building
for providing support to various CGUs) do not generate
independent cash inflows. To determine impairment of a
corporate asset, recoverable amount is determined for the
CGUs to which the corporate asset belongs.
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An impairment loss is recognised if the carrying amount of
an asset or CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in the statement of profit
and loss.
In respect of assets for which impairment loss has been
recognised in prior periods, the Company reviews at each
reporting date whether there is any indication that the loss has
decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the
recoverable amount. Such a reversal is made only to the extent
that the asset's carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation
or amortisation, if no impairment loss has been recognised.
J. Employee benefits
(i) Short-term employee benefits
Liabilities for wages and salaries, including non-monetary
benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the
related service are recognised in respect of employees' services
up to the end of the reporting period and are measured on an
undiscounted basis at the amounts expected to be paid when
the liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.
(ii) Defined contribution plans
A defined contribution plan is a post-employment benefit plan
under which an entity pays fixed contributions into a separate
entity and will have no legal or constructive obligation to pay
further amounts. The Company makes specified monthly
contributions towards Government administered provident
fund scheme and other funds. Obligations for contributions
to defined contribution plans are recognised as an employee
benefit expense in statement of profit and loss in the periods
during which the related services are rendered by employees.
(iii) Defined benefit plans
A defined benefit plan is a post-employment benefit plan
other than a defined contribution plan. The liability or asset
recognised in the balance sheet in respect of defined benefit
plans is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan assets.
The defined benefit obligation is calculated annually by a
qualified actuary using the projected unit credit method.
The present value of the defined benefit obligation is
determined by discounting the estimated future cash outflows
by reference to market yields at the end of the reporting period
on government bonds that have terms approximating to the
terms of the related obligation.
The net interest cost is calculated by applying the discount rate
to the net balance of the defined benefit obligation and the fair
value of plan assets. This cost is included in employee benefit
expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience
adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other
comprehensive income. They are included in retained earnings
in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation
resulting from plan amendments or curtailments are recognised
immediately in profit or loss as past service cost.
(iv) Termination Benefits
Termination benefits are recognized as an expense when
the Company is demonstrably committed, without realistic
possibility of withdrawal, to a formal detailed plan to either
terminate employment before the normal retirement date,
or to provide termination benefits as a result of an offer made
to encourage voluntary redundancy. Termination benefits
for voluntary redundancies are recognized as an expense
if the Company has made an offer encouraging voluntary
redundancy, it is probable that the offer will be accepted, and
the number of acceptances can be estimated reliably.
(v) Other long-term employee benefits
The Company’s net obligation in respect of other long
term employee benefits is the amount of future benefit that
employees have earned in return for their service in the current
and previous periods. That benefit is discounted to determine
its present value. Re-measurements are recognized in the
statement of profit and loss in the period in which they arise.
(vi) Employee Share Based Payments
Equity Settled Transactions
The Company provides share-based payment benefits to
employees through stock option plans governed by employee
stock option schemes.
Equity-settled share-based payments are accounted for in
accordance with Ind AS 102 – Share-Based Payment. The fair
value of stock options granted is determined on the grant date
using an appropriate option pricing model (such as the Black-
Scholes model) and is recognised as an employee benefit
expense in the Statement of Profit and Loss over the vesting
period, with a corresponding credit to Share-Based Payment
Reserve under equity.
The expense is recognised based on the Company’s estimate
of the number of equity instruments that will ultimately vest. This
estimate is revised at each reporting date, and any impact of the
revision is recognised in the Statement of Profit and Loss, with a
corresponding adjustment to equity.
If the terms of an equity-settled award are modified, the
incremental fair value, if any, is recognised over the remaining
vesting period. In case of forfeiture (i.e., if the employee leaves
before vesting), the cumulative expense recognised is reversed
in the Statement of Profit and Loss. If the options lapse or expire
unexercised after vesting, the corresponding balance in Share-
Based Payment Reserve is transferred within equity (e.g., to
Retained Earnings or General Reserve).
ESOP Trust and Treasury Shares
The Company has formed an Employee Welfare Trust (EWT)
for providing share-based payment to its employees. The
Company uses EWT as a vehicle for distributing shares to
employees under the Employee Stock Option Plan-2021. The
EWT purchase shares of the Company from the secondary
market, for giving shares to employees.
The Company treats EWT as its extension and shares held by
EWT are treated as treasury shares. Own equity instruments that
are re-acquired (treasury shares) are recognised at cost and
deducted from other equity. No gain or loss is recognised on
consolidation of the ESOP Trust in the Standalone statement of
profit and loss of the Company on the purchase, sale, issue, or
cancellation of the Company’s own equity instruments. Share
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151
options whenever exercised, would be settled from such
treasury shares.
K. Leases
The Company assesses at contract inception whether a contract
is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration.
Company as a Lessor
Leases for which the Company is a lessor are classified as a
finance or operating lease. When ever the terms of a lease
transfer substantially all the risks and rewards of ownership to
the lessee, the contract is classified as a finance lease. All other
leases are classified as operating leases. Rental income from
operating leases are recognised on straight line basis over the
term of relevant lease.
Company as a Lessee
The Company applies a single recognition and measurement
approach for all leases, except for short-term leases and leases
of low-value assets. The Company recognises lease liabilities to
make lease payments and right-of-use assets representing the
right to use the underlying assets.
The Company determines the lease term as the non-cancellable
period of a lease, together with both periods covered by an
option to extend the lease if the Company is reasonably certain
to exercise that option; and periods covered by an option to
terminate the lease if the Company is reasonably certain not
to exercise that option. In assessing whether the Company
is reasonably certain to exercise an option to extend a lease,
or not to exercise an option to terminate a lease, it considers
all relevant facts and circumstances that create an economic
incentive for the Company to exercise the option to extend the
lease, or not to exercise the option to terminate the lease. The
Company revises the lease term if there is a change in the non-
cancellable period of a lease.
Right of use asset
The Company recognises right-of-use asset representing
its right to use the underlying asset for the lease term at the
lease commencement date. The cost of the right-of-use asset
measured at inception shall comprise of the amount of the
initial measurement of the lease liability adjusted for any lease
payments made at or before the commencement date less
any lease incentives received, plus any initial direct costs
incurred and an estimate of costs to be incurred by the lessee in
dismantling and removing the underlying asset or restoring the
underlying asset or site on which it is located. The right-of-use
assets is subsequently measured at cost less any accumulated
depreciation, accumulated impairment losses, if any and
adjusted for any remeasurement of the lease liability. The right-
of-use assets is depreciated using the straight-line method
from the commencement date over the shorter of lease term
or useful life of right-of-use asset. The estimated useful lives of
right-of use assets are determined on the same basis as those of
property, plant and equipment. Right-of-use assets are tested
for impairment whenever there is any indication that their
carrying amounts may not be recoverable. Impairment loss, if
any, is recognised in the statement of profit and loss.
Lease Liability
The Company measures the lease liability at present value of the
future lease payments at the commencement date of the lease.
In calculating the present value of lease payments, the Company
uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily
determinable.. The lease liability is subsequently remeasured
by increasing the carrying amount to reflect interest on the
lease liability, reducing the carrying amount to reflect the
lease payments made and remeasuring the carrying amount
to reflect any reassessment or lease modifications or to reflect
revised in-substance fixed lease payments. The Company
recognises the amount of the re-measurement of lease liability
due to modification as an adjustment to the right-of-use asset
and statement of profit and loss depending upon the nature
of modification. Where the carrying amount of the right-of-use
asset is reduced to zero and there is a further reduction in the
measurement of the lease liability, the Company recognises any
remaining amount of the re-measurement in statement of profit
and loss.
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition
exemption to its short-term leases of buildings, machinery
and equipment (i.e., those leases that have a lease term of
12 months or less from the commencement date and do not
contain a purchase option). It also applies the lease of low-value
assets recognition exemption to leases of office equipment
that are considered to be low value. Lease payments on short-
term leases and leases of low-value assets are recognised as
expense on a straight-line basis over the lease term.
L. Income taxes
Taxes comprises Current Tax, Deferred tax and MAT credit. It is
recognised in profit or loss except to the extent that it relates to
an item recognised directly in equity or in other comprehensive
income. The Company recognises interest levied and penalties
relating to income tax assessments in interest expenses.
(i) Current tax
Current tax comprises the expected tax payable or receivable
on the taxable income or loss for the year and any adjustment
to the tax payable or receivable in respect of previous years.
The amount of current tax reflects the best estimate of the tax
amount expected to be paid or received after considering the
uncertainty, if any, related to income taxes. It is measured using
tax rates (and tax laws) enacted or substantively enacted by the
reporting date.
Management periodically evaluates positions taken in the
tax returns with respect to situations in which applicable
tax regulations are subject to interpretations and considers
whether it is probable that a taxation authority will accept an
uncertain tax treatment.
Current tax assets and current tax liabilities are offset only if
there is a legally enforceable right to set off the recognised
amounts, and it is intended to realise the asset and settle the
liability on a net basis or simultaneously.
(ii) Deferred tax
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the corresponding amounts
used for taxation purposes. Deferred tax is not recognised for:
-
temporary differences arising on the initial recognition of
assets or liabilities in a transaction that is not a business
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combination and that affects neither accounting nor
taxable profit or loss at the time of the transaction; and
-
temporary
differences
related
to
investments
in
subsidiaries to the extent that the Company is able
to control the timing of the reversal of the temporary
differences and it is probable that they will not reverse in
the foreseeable future;
Deferred tax assets are recognised for deductible temporary
differences, the carry forwards of unused tax credits and unused
tax losses. Deferred tax assets are recognised to the extent that
it is probable that future taxable profits will be available against
which they can be used. The existence of unused tax losses is
strong evidence that future taxable profit may not be available.
Therefore, in case of a history of recent losses, the Company
recognises a deferred tax asset only to the extent that it has
sufficient taxable temporary differences or there is convincing
other evidence that sufficient taxable profit will be available
against which such deferred tax asset can be realised. Deferred
tax assets – unrecognised or recognised, are reviewed at each
reporting date and are recognised/reduced to the extent that
it is probable/no longer probable respectively that the related
tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to
apply to the period when the asset is realised or the liability
is settled, based on the laws that have been enacted or
substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences
that would follow from the manner in which the Company
expects, at the reporting date, to recover or settle the carrying
amount of its assets and liabilities.
The Company offsets deferred tax assets and deferred tax
liabilities if and only if it has a legally enforceable right to set off
current tax assets and current tax liabilities and the deferred tax
assets and deferred tax liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity
or different taxable entities which intend either to settle current
tax liabilities and assets on a net basis, or to realise the assets
and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.
(iii) Minimum Alternate Tax (MAT) Credit
Minimum alternate tax (MAT) credit is recognised in accordance
with tax laws in India as an asset only when and to the extent
there is convincing evidence that the Company will pay normal
income tax during the specified period. The Company reviews
the MAT credit at each balance sheet date and writes down the
carrying amount of MAT credit entitlement to the extent there is
no longer convincing evidence to the effect that the Company
will pay normal income tax during the specified period.
M.
Provision,
contingent
liabilities
and
contingent assets
Provision
A provision is recognised if, as a result of a past event, the
Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow
of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future
cash flows (representing the best estimate of the expenditure
required to settle the present obligation at the balance sheet
date) at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability.
The unwinding of the discount is recognised under finance
costs. Expected future operating losses are not provided for.
Provision in respect of loss contingencies relating to claims,
litigations, assessments, fines and penalties are recognised
when it is probable that a liability has been incurred and the
amount can be estimated reliably.
Contingent liabilities and contingent assets
A contingent liability exists when there is a possible but
not probable obligation, or a present obligation that may,
but probably will not, require an outflow of resources, or
a present obligation whose amount cannot be estimated
reliably. Contingent liabilities do not warrant provisions, but
are disclosed unless the possibility of outflow of resources is
remote.
Contingent assets are not recognised in financial statement.
However, when the realisation of income is virtually certain,
then the related asset is no longer a contingent asset, but it is
recognised as an asset.
Contingent Liabilities/Assets to the extent the Management is
aware, are disclosed by way of notes to the financial statements.
N. Government grants
Recognition and measurement
Grants & Subsidies received from the Governments are
recognised only when there is reasonable assurance that:
a.
The Company will comply with the conditions attached to
the grant.
b.
There is a reasonable certainty that the grant will be
received.
Government grants related to assets are treated as deferred
income and are recognized in net profit in the statement of
Profit & Loss on a systematic and rational basis over the useful
life of the asset. Government grants related to revenue are
recognized on a systematic basis in net profit in the Statement
of Profit & Loss over the periods necessary to match them with
the related costs which they are intended to compensate.
When loans or similar assistance are provided by Governments
or related institutions, with an interest rate below the current
applicable market rate, the effect of this favourable interest
is regarded as a Government grant. The loan or assistance
is initially recognized and measured at fair value and the
Government grant is measured as the difference between the
fair value of the loan and the proceeds received. It is recognized
as deferred income and released to statement of Profit & Loss
in proportionate over the loan tenure and presented within
other income. The loan is subsequently measured as per the
accounting policy applicable to financial liabilities.
O. Earnings per share
Basic Earnings Per Share (‘EPS’) is computed by dividing the net
profit attributable to the equity shareholders by the weighted
average number of equity shares outstanding during the period
excluding the treasury shares in accordance with Ind AS 33
Earnings per share.
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FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
153
Diluted earnings per share is computed by dividing the net
profit by the weighted average number of equity shares
considered for deriving basic earnings per share and also the
weighted average number of equity shares that could have
been issued upon conversion of all dilutive potential equity
shares. Dilutive potential equity shares are deemed converted
as of the beginning of the year, unless issued at a later date. In
computing diluted earnings per share, only potential equity
shares that are dilutive and that either reduces earnings per
share or increases loss per share are included. The number
of shares and potentially dilutive equity shares are adjusted
retrospectively for all periods presented for the share splits.
P. Statement of cash flow
Cash flows are reported using the indirect method, whereby
net profit/(loss) before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals
of past or future cash receipts or payments and item of income
or expenses associated with investing or financing cash flows.
The cash flows from regular revenue generating (operating
activities), investing and financing activities of the Company
are segregated. The Company considers all highly liquid
investments that are readily convertible to known amounts of
cash and are subject to an insignificant risk of changes in value
to be cash equivalents.
Q. Cash and cash equivalents
For the purpose of presentation in the statement of cash flows,
cash and cash equivalents includes cash on hand, deposits held
at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.
Bank overdrafts and Cash Credit that are repayable on demand
and form an integral part of our cash management are included
as a component of cash and cash equivalents for the purpose
of the statement of cash flows. Whereas they are classified as
borrowings under current liabilities in the balance sheet.
R. Investments in subsidiaries and associates
In the standalone financial statements, investments in
subsidiaries and associates are carried at cost, less any
accumulated impairment losses.
These investments are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount may not be recoverable. If such indications exist, the
investments are tested for impairment in accordance with Ind
AS 36 – Impairment of Assets. Any impairment loss is recognised
in the Statement of Profit and Loss.
Upon disposal of an investment, the difference between
the net disposal proceeds and the carrying amount of the
investment is recognised in the Statement of Profit and Loss.
S. Research and development costs (product
development):
Research expenditure is recognized as an expense when it is
incurred. Development expenditure on an individual project
are recognised as an intangible asset when the Company can
demonstrate:
a)
The technical feasibility of completing the intangible asset
so that the asset will be available for use or sale.
b)
Its intention to complete and its ability and intention to use
or sell the product.
c)
How the asset will generate future economic benefits.
d)
The availability of resources to complete the asset.
e)
The ability to measure reliably the expenditure during
development.
Expenditure on development which does not meet the criteria
for recognition as an intangible asset is recognized as an
expense when it is incurred.
Items of property, plant and equipment and acquired Intangible
Assets utilized for Research and Development are capitalized
and depreciated in accordance with the policies stated for
Property, Plant and Equipment and Intangible Assets.
T. Events after reporting date
Where events occurring after the balance sheet date provide
evidence of conditions that existed at the end of the reporting
period, the impact of such events is adjusted within the financial
statements. Otherwise, events after the balance sheet date of
material size or nature are only disclosed.
U. Cash dividend to equity holders
The Company recognises a liability to make cash distributions
to equity holders of the Company when the distribution is
authorised and the distribution is no longer at the discretion of
the Company. As per the corporate laws in India, a distribution
is authorised when it is approved by the shareholders. A
corresponding amount is recognised directly in other equity.
V. Errors and estimates
The Company revises it’s accounting policies if the change
is required due to a change in Ind AS or if the change will
provide more relevant and reliable information to the users of
the financial statements. Changes in accounting policies are
applied retrospectively, unless it is impracticable to apply.
A change in an accounting estimate that results in changes
in the carrying amounts of recognised assets or liabilities or
to statement of profit and loss is applied prospectively in the
period(s) of change.
X. Recent pronouncements
Ministry of Corporate Affairs (‘MCA’) notifies new standards
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time.
For the year ended 31st March, 2025, MCA has not notified
any new standards or amendments to the existing standards
applicable to the Company.
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154
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FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
Notes to standalone financials statements
for the year ended 31 March 2025
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
4A. PROPERTY, PLANT AND EQUIPMENT
Particulars
Land
Building Computers
Plant &
Machinery
Office
Equipment
Testing
Equipment
Shed
Demo
Equipment
Furniture
& Fixtures
Vehicles
Total
Cost
As at 01 April 2023
648.95
5,564.31
555.97
266.81
686.91
419.06
-
1,101.47
660.86
348.49 10,252.83
Additions during the year
-
335.30
148.51
161.84
35.15
590.41
10.74
404.55
26.18
23.24
1,735.92
Deletions/adjustments
-
-
-
-
-
-
-
(38.55)
-
(15.71)
(54.26)
As at 31 March 2024
648.95
5,899.61
704.48
428.65
722.06
1,009.47
10.74
1,467.47
687.04
356.02 11,934.49
Additions during the year
-
1,605.31
171.27
106.99
116.19
6.75
-
987.19
15.36
103.22
3,112.28
Deletions/adjustments
-
-
-
-
(0.93)
(6.32)
-
-
-
(8.68)
(15.93)
As at 31 March 2025
648.95
7,504.92
875.75
535.64
837.32
1,009.90
10.74
2,454.66
702.40
450.56 15,030.86
Depreciation
As at 01 April 2023
-
1,308.67
437.86
201.32
569.30
105.57
-
369.82
364.08
262.40
3,619.02
For the Year
-
135.32
73.80
17.77
37.83
110.57
0.07
235.69
54.88
28.01
693.94
Deletions/adjustments
-
-
(7.82)
(15.66)
(23.48)
As at 31 March 2024
-
1,443.99
511.66
219.09
607.13
216.14
0.07
597.69
418.96
274.75
4,289.48
For the Year
-
150.03
115.45
29.28
42.08
181.26
0.36
333.16
56.36
25.88
933.86
Deletions/adjustments
-
-
-
-
(0.03)
-
-
-
-
(7.81)
(7.85)
As at 31 March 2025
-
1,594.02
627.11
248.37
649.17
397.40
0.43
930.85
475.32
292.82
5,215.49
Carrying value
As at 31 March 2024
648.95
4,455.62
192.82
209.56
114.93
793.33
10.67
869.78
268.08
81.27
7,645.02
As at 31 March 2025
648.95
5,910.90
248.64
287.27
188.15
612.50
10.31
1,523.81
227.08
157.74
9,815.37
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STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
155
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
4B. INTANGIBLE ASSETS
Particulars
Computer Software
Total
Gross Block
As at 01 April 2023
1,066.16
1,066.16
Additions during the year
12.76
12.76
Deletions/adjustments
-
-
As at 31 March 2024
1,078.92
1,078.92
Additions during the year
239.19
239.19
Deletions/adjustments
-
-
As at 31 March 2025
1,318.11
1,318.11
Amortization
As at 01 April 2023
1,046.70
1,046.70
For the Year
10.31
10.31
Deletions/adjustments
-
-
As at 31 March 2024
1,057.01
1,057.01
For the Year
17.14
17.14
Deletions/adjustments
-
-
As at 31 March 2025
1,074.15
1,074.15
Net Block
As at 31 March 2024
21.90
21.90
As at 31 March 2025
243.96
243.96
4C. CAPITAL WORK-IN-PROGRESS
Particulars
31 Mar 2025
31 Mar 2024
Opening Balance
1,006.05
191.73
Add: Additions during the year
797.02
1,244.52
Less: Capitalisations during the year
(1,447.69)
(430.20)
Closing Balance
355.38
1,006.05
Ageing Schedule of Capital work-in-progress:
Particulars
Amount in CWIP for a period of
Total
< 1 year
1-2 years
2-3 years
> 3 years
As at 31 March 2025
- Projects in progress
355.38
-
-
-
355.38
As at 31 March 2024
- Projects in progress
1,006.05
-
-
-
1,006.05
4D. RIGHT-OF-USE ASSETS
The Company’s lease asset's consists of leases of land and buildings and vehicle having various lease terms. The Company has
adopted IND AS 116 “Leases” to all lease contracts.
Particulars
Right-of-use assets
Total
Gross Block
As at 01 April 2023
99.24
99.24
Additions during the year
128.05
128.05
Deletions/adjustments
-
-
As at 31 March 2024
227.29
227.29
Additions during the year
282.97
282.97
Deletions/adjustments
-
-
As at 31 March 2025
510.25
510.25
ZEN TECHNOLOGIES LIMITED
156
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
4D. RIGHT-OF-USE ASSETS (Contd.)
Particulars
Right-of-use assets
Total
Depreciation
As at 01 April 2023
12.03
12.03
For the year
27.81
27.81
Deletions/adjustments
-
-
As at 31 March 2024
39.84
39.84
For the year
58.41
58.41
Deletions/adjustments
-
-
As at 31 March 2025
98.25
98.25
Net Block
As at 31 March 2024
187.46
187.46
As at 31 March 2025
412.00
412.00
The following amounts related to Right-of-use assets were recognised in the statement of profit
or loss:
Particulars
31 Mar 2025
31 Mar 2024
Interest expense
7.63
4.97
Amortisation expense
58.41
27.81
Total
66.04
32.77
The Company does not face significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.
4E. INTANGIBLE ASSETS UNDER DEVELOPMENT
Particulars
Project in Progress
Total
As at 01 April 2023
Additions during the year
60.00
60.00
Capitalisation/adjustments
-
-
As at 31 March 2024
60.00
60.00
Additions during the year
288.00
288.00
Capitalisation/adjustments
-
-
As at 31 March 2025
348.00
348.00
Ageing Schedule of Intangible assets under development:
Particulars
Amount in Intangible assets under development for a period of
Total
< 1 year
1-2 years
2-3 years
> 3 years
As at 31 March 2025
- Projects in progress
288.00
60.00
-
-
348.00
As at 31 March 2024
- Projects in progress
60.00
-
-
-
60.00
5. INVESTMENTS (NON CURRENT)
Particulars
31 Mar 2025
31 Mar 2024
Unquoted investments:
Investment in Subsidiaries (At cost unless otherwise stated)
91,22,857 (31 March 2024 - 19,80,001) Equity shares of $1/- each, fully
paid up of Zen Technologies USA, INC
10,120.78
1,434.67
2,88,794 (31 March 2024 - 2,88,794) Equity shares of Rs. 10/- each,
fully paid up of Unistring Tech Solutions Private Limited
700.07
700.07
10,409 (31 March 2024 - 10,409) Equity shares of Rs. 10/- each fully
paid up of Aituring Technologies Private Limited
387.00
387.00
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
157
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
5. INVESTMENTS (NON CURRENT) (Contd.)
Particulars
31 Mar 2025
31 Mar 2024
99 (31 March 2024 - 99) Equity Shares of AED 1500/- each fully paid up
of Zen Defence Technologies L.L.C, UAE
33.66
33.66
10,09,782 (31 March 2024 - Nil) Equity shares of Rs. 10/- each fully paid
up of Applied Research International Private Limited
8,850.00
-
35,100 (31 March 2024 - Nil) Equity shares of Rs. 10/- each fully paid up
of ARI Labs Private Limited
250.00
-
9,253 (31 March 2024 - Nil) Equity shares of Rs. 10 each partly paid up of
Vector Technics Private Limited**
1,069.89
-
Investment in Associates (At cost unless otherwise stated)
9,205 (31 March 2024 - Nil) Equity shares of Rs. 10 each fully paid up of
Bhairav Robotics Private Limited
399.96
-
Investment in Others:
75,20,000 (31 March 2024 - 75,20,000) Equity shares of Rs. 1/- each
fully paid up of Zen Medical Technologies Pvt Ltd*
75.20
75.20
Less: Provision for Impairment of Investments*
(37.50)
-
17,500 (31 March 2024 - 17,500) Equity shares and 2,139 (31st March
2024 - 2,139) Class Seed Preferred shares of Paladin AI INC.,**
224.22
224.22
Less: Provision for Impairment of Investments*
(224.22)
(224.22)
21,849.06
2,630.60
* Refer Note 34 for details on provision for impairment of investments.
** Out of which 8,143 equity shares are partly paid as at 31 March 2025, unpaid portion is 65% of the issued price, amounting
to Rs. 1,429.99 lakhs which is callable within 12 months from the issue date by the subsidiary's Board of Directors as per the
terms of issue.
Acquisition of Applied Research International Private Limited (ARIPL)
On 14 February 2025, the Company has entered into an agreement to acquire 100% of Applied Research International Private
Limited ("ARIPL") for a consideration of Rs. 12,750.00 Lakhs. The acquisition of ARIPL will be completed in 2 tranches, with the
purchase of the first tranche of 76% for a consideration of Rs. 8,850.00 Lakhs which was completed on 28 February 2025. The
second tranche for 24% of ARIPL, for a consideration of Rs. 3,900 Lakhs, will be completed on or before 28 February 2026, as per
the terms of the acquisition agreement.
Acquisition of Applied Research Labs Private Limited (ALPL)
100% shares in ALPL have been acquired for a consideration of Rs. 250.00 Lakhs on 28 February 2025.
Acquisition of Vector Technics Private Limited
On 14 February 2025, the Board of Directors approved the acquisition of 51% of Vector Technics Private Limited ("Vector") for a
consideration of Rs. 2,499.88 Lakhs. During the year, the Company has acquired partly paid equity shares of Vector for Rs. 1,069.89
Lakhs and the balance consideration amounting to Rs. 1,429.99 Lakhs shall be paid on or before 24 February 2026.
Investment in Zen Technologies USA, Inc.
During the quarter, the Company has invested US$ 10 million (Rs. 8,686.00 Lakhs) in its wholly owned subsidiary Zen Technologies
USA, Inc. to enable expanding the Company's footprint in North America and to leverage on new growth opportunities in the region.
Investment in Bhairav Robotics Private Limited
Pursuant to the approval of the Board of Directors, on 14 February 2025, the Company has acquired 45.33% of shares in Bhairav
Robotics Private Limited for a consideration of Rs. 399.96 Lakhs.
6. LOANS
Particulars
31 Mar 2025
31 Mar 2024
Current
Advances to Related Parties
Unsecured
Subsidiary
Zen Defence Technologies L.L.C, UAE
0.80
2.91
0.80
2.91
ZEN TECHNOLOGIES LIMITED
158
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
7. DEFERRED TAX LIABILITIES/(ASSETS) - (NET)
Particulars
31 Mar 2025
31 Mar 2024
Deferred Tax Asset
MAT credit entitlement
-
-
Gratuity and Bonus
(115.13)
(68.68)
Borrowings
(20.83)
-
Security Deposit
(69.21)
-
Trade Receivables
(45.01)
-
Provision for expenses
(362.00)
-
Other comprehensive income items
(71.19)
(23.00)
Deferred Tax Liability
Leases
50.15
(0.70)
Accelerated depreciation for tax purposes
657.05
726.12
Prepaid expenses & others
-
-
Income accrued but not due
-
-
23.84
633.74
Refer Note 36 for further details.
8. OTHER NON CURRENT ASSETS
Particulars
31 Mar 2025
31 Mar 2024
Prepaid expenses#
104.17
61.75
Others##
51.83
51.84
156.00
113.59
# represents amount paid in advance for the expenses that are not yet incurred as of the end of the financial year.
## represents the cost of articles owned by the Company for the purpose of business promotion.
9. INVENTORIES
Particulars
31 Mar 2025
31 Mar 2024
Raw material
2,626.06
5,875.07
Work in progress
2,439.76
7,467.05
Finished Goods
36.00
-
5,101.82
13,342.12
10. TRADE RECEIVABLES
Particulars
31 Mar 2025
31 Mar 2024
Trade Receivables
38,018.45
17,267.21
Less: Provision for expected credit losses
(178.83)
(352.34)
37,839.62
16,914.87
Note:
-
No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other
person, nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner,
a director or a member.
-
Trade Receivables are Non Interest Bearing.
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
159
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
Ageing Schedule of Trade receivables:
As at 31 March 2025
Particulars
Outstanding for the following periods from the due date of payment
Not Due
< 6 months
<1 year
1-2
years
2-3 years
> 3
years
Total
(i)
Undisputed Trade receivables -
considered good
13,572.15
10,781.62
12,712.48
690.68
115.53
145.99
38,018.45
(ii)
Undisputed Trade Receivables -
which have significant increase
in credit risk
-
-
-
-
-
-
-
(iii)
Undisputed Trade Receivables -
Credit Impaired"
-
-
-
-
-
-
-
13,572.15
10,781.62
12,712.48
690.68
115.53
145.99
38,018.45
Less: Provision for expected credit
losses
(178.83)
Total
37,839.62
As at 31 March 2024
Particulars
Outstanding for the following periods from the due date of payment
Not Due
< 6 months
<1 year
1-2
years
2-3 years
> 3
years
Total
(i)
Undisputed Trade receivables
-considered good
12,444.77
1,851.42
2,218.23
275.86
399.20
77.73
17,267.21
(ii)
Undisputed Trade Receivables
-which have significant increase
in credit risk
-
-
-
-
-
-
-
(iii)
Undisputed Trade Receivables
- Credit Impaired
-
-
-
-
-
-
-
12,444.77
1,851.42
2,218.23
275.86
399.20
77.73
17,267.21
Less: Provision for expected
credit losses
(352.34)
Total
16,914.87
11. CASH AND CASH EQUIVALENTS
Particulars
31 Mar 2025
31 Mar 2024
Cash on hand
4.43
1.87
Balances with banks:
- In current accounts
1,929.27
1,104.60
- In Fixed Deposits with original maturity Less than 3 months
1,490.00
1,500.00
3,423.70
2,606.47
Reconciliation of liabilities from financing activities:
Particulars
31 March 2024
Cash flows
Non-Cash
Transactions
31 Mar 2025
(a)
Long-term borrowings
(including current maturities)
-
4,635.26
585.10
5,220.36
(b)
Lease liabilities
113.20
(191.04)
290.58
212.74
(c)
Short-term borrowings
-
-
-
-
113.20
4,444.22
875.68
5,433.10
*Excluding BG commission charges.
ZEN TECHNOLOGIES LIMITED
160
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
Particulars
As at
31 March 2023
Cash flows
Non-Cash
Transactions
As at
31 March 2024
(a)
Long-term borrowings (including current
maturities)
427.34
(427.34)
32.41
-
(b)
Lease liabilities
10.12
(17.91)
120.99
113.20
(c)
Short-term borrowings
157.08
(157.08)
-
-
594.54
(602.33)
153.40
113.20
*Excluding BG commission charges.
12. OTHER BANK BALANCES
Particulars
31 Mar 2025
31 Mar 2024
Balances with banks for unclaimed dividend
8.10
6.45
-
Bank deposits held as margin money against bank guarntees
12,053.21
4,820.83
-
Bank Deposits with maturity more than 3 months and less than
12 Months
68,226.65
6,722.49
-
Other Fixed Deposits
208.37
63.39
80,496.33
11,613.15
13. OTHER FINANCIAL ASSETS
Particulars
31 Mar 2025
31 Mar 2024
Non-Current
Bank Deposits with maturity more than 12 months
20,010.84
2,280.25
Security deposits
37.12
61.64
Deposits with government, public bodies and others
14.21
14.21
Advance for acquisition of shares
252.84
252.84
Less: Provision for impairment on Advances towards investment
-252.84
-
20,062.17
2,608.95
Current
Unsecured, Considered good
Accrued Income but not due
1,110.63
818.09
Interest accrued but not due on deposits
1,448.34
180.99
2,558.97
999.08
Refer Note 34 for Provision for impairment on Advances towards investment.
14. CURRENT TAX ASSETS (NET)
Particulars
31 Mar 2025
31 Mar 2024
Taxes paid
133.68
170.49
133.68
170.49
15. OTHER CURRENT ASSETS
Particulars
31 Mar 2025
31 Mar 2024
Unsecured, considered good
Prepaid Expenses
300.22
232.63
Balance with Statutory Authorities
2,240.09
4,540.85
Advance to material suppliers
2,190.51
7,091.43
11. CASH AND CASH EQUIVALENTS (Contd.)
Reconciliation of liabilities from financing activities: (Contd.)
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
161
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
15. OTHER CURRENT ASSETS (Contd.)
Particulars
31 Mar 2025
31 Mar 2024
Advance to Other Creditors
5.32
-
Capital Advances
-
34.59
Duty Credit Scripts
-
0.41
Advances to Employees
14.64
16.70
Other Advances
0.10
-
4,750.88
11,916.61
16. EQUITY SHARE CAPITAL
(i) Authorised share capital
Particulars
Equity Shares
No.of shares
Amount in lakhs
Equity share of Rs. 1 each issued, authorised share capital
As at 01 April 2023
20,00,00,000
2,000.00
Increase/(Decrease) during the year
-
-
As at 31 March 2024
20,00,00,000
2,000.00
Increase/(Decrease) during the year
-
-
As at 31 March 2025
20,00,00,000
2,000.00
(ii) Issued share capital
Particulars
Equity Shares
No.of shares
Amount in lakhs
Equity share of Rs. 1 each issued, subscribed and fully paid up
As at 01 April 2023
7,95,10,000
795.10
Increase/(Decrease) during the year
45,34,260
45.34
As at 31 March 2024
8,40,44,260
840.44
Increase/(Decrease) during the year
62,46,096
62.46
As at 31 March 2025
9,02,90,356
902.90
(iii) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of Rs. 1/- each. Each equity share holder is entitled to one vote
per equity share held.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders.
(iv) The details of shares held by shareholder holding more than 5% of shares in the Company
Particulars
31 Mar 2025
31 Mar 2024
Number of
shares held
% of
holding
Number of
shares held
% of
holding
Equity shares of Rs. 1/- each fully paid up
Ashok Atluri
1,95,46,103
21.65%
2,15,46,103
25.64%
Kishore Dutt Atluri
1,47,40,970
16.33%
1,57,40,970
18.73%
(v) For Compulsorily Convertible Debentures (CCDs) refer Note 49.
ZEN TECHNOLOGIES LIMITED
162
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
16. EQUITY SHARE CAPITAL (Contd.)
(vi) Shares held by promoters and promoter group
As at 31 March 2025
Particulars
Class of Equity share
No. of
shares at the
beginning of
the year
Change
during the
year
No. of shares
at the end of
the year
% of Total
shares
% Change
during the
year
Ashok Atluri
Equity share of Rs. 1 each
2,15,46,103
(20,00,000)
1,95,46,103
21.65%
-9.28%
Kishore Dutt Atluri
Equity share of Rs. 1 each
1,57,40,970
(10,00,000)
1,47,40,970
16.33%
-6.35%
Tara Dutt Atluri
Equity share of Rs. 1 each
18,89,756
-
18,89,756
2.09%
0.00%
Rama Devi Atluri
Equity share of Rs. 1 each
26,70,000
-
26,70,000
2.96%
0.00%
Satish Atluri
Equity share of Rs. 1 each
11,84,000
-
11,84,000
1.31%
0.00%
Anisha Atluri
Equity share of Rs. 1 each
10,00,000
-
10,00,000
1.11%
0.00%
Arjun Dutt Atluri
Equity share of Rs. 1 each
10,00,000
-
10,00,000
1.11%
0.00%
Ravi Kumar
Midathala
Equity share of Rs. 1 each
5,00,000
-
5,00,000
0.55%
0.00%
Beena Atluri
Equity share of Rs. 1 each
4,34,364
-
4,34,364
0.48%
0.00%
Nagarjunudu Kilari
Equity share of Rs. 1 each
1,50,290
-
1,50,290
0.17%
0.00%
Indira Garapati
Equity share of Rs. 1 each
1,20,000
-
1,20,000
0.13%
0.00%
Nandita Sethi
Equity share of Rs. 1 each
50,000
-
50,000
0.06%
0.00%
Abhilasha Atluri
Equity share of Rs. 1 each
-
10,00,000
10,00,000
1.11%
100.00%
As at 31 March 2024
Promoter Name
Class of Equity share
No. of
shares at the
beginning of
the year
Change
during the
year
No. of shares
at the end of
the year
% of Total
shares
% Change
during the
year
Ashok Atluri
Equity share of Rs. 1 each
2,13,11,220
2,34,883
2,15,46,103
25.64%
1.10%
Kishore Dutt Atluri
Equity share of Rs. 1 each
1,57,56,220
(15,250)
1,57,40,970
18.73%
-0.10%
Tara Dutt Atluri
Equity share of Rs. 1 each
33,89,756
(15,00,000)
18,89,756
2.25%
-44.25%
Rama Devi Atluri
Equity share of Rs. 1 each
26,70,000
-
26,70,000
3.18%
0.00%
Satish Atluri
Equity share of Rs. 1 each
11,84,000
-
11,84,000
1.41%
0.00%
Anisha Atluri
Equity share of Rs. 1 each
10,00,000
-
10,00,000
1.19%
0.00%
Arjun Dutt Atluri
Equity share of Rs. 1 each
10,00,000
-
10,00,000
1.19%
0.00%
Ravi Kumar
Midathala
Equity share of Rs. 1 each
7,50,000
(2,50,000)
5,00,000
0.59%
-33.33%
Beena Atluri
Equity share of Rs. 1 each
4,34,364
-
4,34,364
0.52%
0.00%
Nagarjunudu Kilari
Equity share of Rs. 1 each
1,50,290
-
1,50,290
0.18%
0.00%
Indira Garapati
Equity share of Rs. 1 each
1,20,000
-
1,20,000
0.14%
0.00%
Nandita Sethi
Equity share of Rs. 1 each
50,000
-
50,000
0.06%
0.00%
(vii) Shares Reserved for issue under options
For details of shares reserved for issue under the employee stock option ("ESOP") plan of the Company, please refer note 45.
17. OTHER EQUITY
Particulars
Notes
31 Mar 2025
31 Mar 2024
Securities premium
17.1
1,09,045.14
11,088.60
Capital redemption reserve
17.2
117.24
117.24
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
163
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
17. OTHER EQUITY (Contd.)
Particulars
Notes
31 Mar 2025
31 Mar 2024
General reserve
17.3
3,595.95
3,525.01
Retained earnings
17.4
56,131.40
30,734.61
Share Warrants
17.5
-
-
Other Comprehensive Income
17.6
(157.13)
(13.84)
Equity Component of Compound Financial Instruments
17.7
-
-
Share Based Payments Reserve
17.8
230.73
285.94
Treasury Shares
17.9
(967.65)
(1,265.34)
1,67,995.68
44,472.21
17.1 Securities premium
Particulars
31 Mar 2025
31 Mar 2024
Opening balance
11,088.60
2,654.31
Add: Additions during the year
97,956.54
8,434.29
1,09,045.14
11,088.60
Amount received on issue of shares in excess of the face value has been classified as securities premium. This reserve will be utilised
in accordance with provisions of Section 52 of the Companies Act, 2013.
17.2 Capital redemption reserve
Particulars
31 Mar 2025
31 Mar 2024
Opening balance
117.24
117.24
Add: Additions during the year
-
-
117.24
117.24
As per the Companies Act, 2013 Capital Redemption Reserve is created when Company purchases its own shares out of free
reserves or securities premium. A sum equal to the nominal value of shares so purchased during the year ended 31 March 2014
has been transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of Section 69 of the
Companies Act, 2013.
17.3 General reserve
Particulars
31 Mar 2025
31 Mar 2024
Opening balance
3,525.01
3,525.01
Add: Additions during the year
70.94
-
3,595.95
3,525.01
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant
to the earlier provisions of the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies
Act, 2013.
17.4 Retained earnings
Particulars
Notes
31 Mar 2025
31 Mar 2024
Opening balance
30,734.61
17,977.96
Add: Net profit for the year
26,295.07
12,923.45
(A)
57,029.68
30,901.41
Less: Dividend distributed to equity shareholders
(B)
(898.28)
(166.81)
(A-B)
56,131.40
30,734.61
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other
distributions to shareholders.
ZEN TECHNOLOGIES LIMITED
164
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
17. OTHER EQUITY (Contd.)
17.5 Share Warrants
Particulars
Notes
31 Mar 2025
31 Mar 2024
Opening balance
-
250.08
Add: Amount received on account of allotment of share
warrants
-
750.24
(A)
-
1,000.32
Less: Allotment of equity Shares pursuant to conversion of
share warrants
(B)
-
1,000.32
(A-B)
-
-
During the year ended 31 March 2022, the Company has issued share warrants and 25% of the subscription amount was received
at the time of allotment of share warrants. Balance amount (75%) was received during the year ended 31 March 2024 and the
Company has converted the share warrants to equity shares in the same financial year.
17.6 Other Comprehensive Income
Particulars
31 Mar 2025
31 Mar 2024
Actuarial Gain or Loss:
Opening balance
10.94
42.13
Add: Additions during the year
(78.87)
(31.19)
Closing Balance
(67.93)
10.94
Foreign Currency Translation Reserve:
Opening balance
(24.78)
-
Add: Additions during the year
(64.42)
(24.78)
Closing Balance
(89.20)
(24.78)
(157.14)
(13.84)
17.7 Equity Component of Compound Financial Instruments
Particulars
Notes
31 Mar 2025
31 Mar 2024
Opening balance
-
7,479.32
Add: Equity component of Compulsorily Convertible
Debentures (CCD) issued
-
-
(A)
-
7,479.32
Less: Allotment of equity Shares pursuant to conversion
of CCD's
(B)
-
7,479.32
(A-B)
-
-
Refer Note 49 for further details
17.8 Share Based Payments Reserve
Particulars
31 Mar 2025
31 Mar 2024
Opening Balance
285.94
44.21
Add: Employee Share Based Payment Expense
191.61
437.69
477.55
481.90
Less: Exercise of Share Options
(246.82)
(195.96)
230.73
285.94
Share based payment is created as per Ind AS 102, Share Based Payments, which requires the fair vale of equity settled share based
payments to be recognised over the vesting period. The reserve represents the cumulative expense for employee stock options and
is adjusted for grants,vesting,forfeiture and exercise. It is part of equity and not available for distribution. Refer Note 45 for details on
the Employee Stock Option Plan.
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
165
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
17. OTHER EQUITY (Contd.)
17.9 Treasury Shares
Particulars
31 Mar 2025
31 Mar 2024
Opening Balance
(1,265.35)
(966.13)
Add: Purchase of treasury shares
-
(477.09)
(1,265.35)
(1,443.22)
Less: Issue of Treasury Shares
297.70
177.87
(967.65)
(1,265.35)
Treasury shares represent the shares of the Company held by the Zen Technologies Limited Employees Welfare Trust (ESOP Trust).
The Company has issued an employees stock option scheme for its employees. The shares of the Company have been
purchased and held by the ESOP Trust to issue and allot to employees at the time of exercise of ESOP by Employees. Refer
Note3 (J) and note 45..
18. BORROWINGS (NON CURRENT)
Particulars
31 Mar 2025
31 Mar 2024
Secured (at amortized cost)
Term loans from NBFC
(a) Indian Rupee term loan
5,220.36
-
Less:
Current maturities of long-term debt (Refer note 21)
1,200.00
4,020.36
-
19. OTHER FINANCIAL LIABILITIES
Particulars
31 Mar 2025
31 Mar 2024
19A Non-Current
At amortised cost
Lease Liabilities
175.36
89.78
175.36
89.78
Deferred Govt.Grant (IDEX SPARK Grant)
15.00
15.00
15.00
15.00
19B Current
Unclaimed dividends
8.10
6.45
Provision for expenses
5,393.14
695.95
Salaries and benefits
593.73
217.15
Bonus and incentives
0.02
136.45
Other Payables
765.98
626.87
6,760.97
1,682.88
19C Current
At amortised cost
Lease Liabilities
37.37
23.41
37.37
23.41
20. PROVISIONS
Particulars
31 Mar 2025
31 Mar 2024
Non current
- Provision for gratuity
313.16
305.17
313.16
305.17
ZEN TECHNOLOGIES LIMITED
166
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
21. BORROWINGS (CURRENT)
Particulars
31 Mar 2025
31 Mar 2024
Secured (at amortized cost)
Current maturities of long-term debt
1,200.00
-
1,200.00
-
Notes:
1.
The Company has not used borrowings taken from banks and financial institutions for the purpose other than for which it was
taken.
2.
Quarterly returns or statements of current assets filed with banks are in agreement with the books of account of the Company.
Security:
The Company's borrowings, from banks and NBFCs, are secured by first pari passu charge on the property, plant and equipments,
both present and future. Working capital loans have first pari passu charge on the Company's entire current assets, both present
and future, and second pari passu charge on the Company's property, plant and equipments, both present and future as per the
borrowing terms.
22. TRADE PAYABLES
Particulars
31 Mar 2025
31 Mar 2024
Trade payables
- Dues to Micro and Small Enterprises
835.22
1,846.66
Dues to creditors other than micro and small enterprises
345.15
768.82
1,180.37
2,615.48
Ageing Schedule of Trade Payables:
As at 31 March 2025
Particulars
Outstanding for the following periods from the due date of payment
Not Due
<1 year
1-2 years
2-3 years
> 3 years
Total
(i) Undisputed dues- MSME
835.22
-
-
-
-
835.22
(ii) Undisputed dues- Others
271.40
53.73
3.26
16.48
0.28
345.15
1,106.62
53.73
3.26
16.48
0.28
1,180.37
As at 31 March 2024
Particulars
Outstanding for the following periods from the due date of payment
Not Due
<1 year
1-2 years
2-3 years
> 3 years
Total
(i) Undisputed dues- MSME
1,846.66
-
-
-
-
1,846.66
(ii) Undisputed dues- Others
-
744.63
23.29
0.62
0.28
768.82
1,846.66
744.63
23.29
0.62
0.28
2,615.48
23. OTHER CURRENT LIABILITIES
Particulars
31 Mar 2025
31 Mar 2024
Income billed but not due
398.24
325.41
Taxes payable
1,147.94
2,816.89
Advance from customers
2,949.03
17,322.56
4,495.21
20,464.86
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
167
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
24. PROVISIONS
Particulars
31 Mar 2025
31 Mar 2024
-Provision for gratuity
144.30
-
144.30
-
25. CURRENT TAX LIABILITIES (NET)
Particulars
31 Mar 2025
31 Mar 2024
Provision for Income Tax (net of advance tax)
283.22
696.30
283.22
696.30
26. REVENUE FROM OPERATIONS
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
(a) Sale of products
89,234.64
39,706.62
(b) Rendering of services
3,832.08
3,320.89
93,066.72
43,027.51
Contract balances:
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
(a) Receivables
Trade Receivables (refer note 10)
38,018.45
17,267.21
Less: Provision for expected credit losses
(178.83)
(352.34)
Net Receivables
37,839.62
16,914.87
(b) Contract Liabilities
Advances received from customers (refer note 23)
2,949.03
17,322.56
Income billed but not due (refer note 23)
398.24
325.41
3,347.27
17,647.97
(c) Contract Assets
Accrued income but not due (Refer note 13)
1,110.63
818.09
1,110.63
818.09
27. OTHER INCOME
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Interest income
4,840.04
1,062.03
Foreign exchange fluctuation gain (net)
239.46
53.21
Other Income
698.94
277.79
5,778.44
1,393.02
ZEN TECHNOLOGIES LIMITED
168
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
28. COST OF MATERIALS AND COMPONENTS CONSUMED
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Opening stock of raw materials
5,875.07
1,015.69
Add: Purchases
35,782.14
22,956.05
41,657.21
23,971.74
Less: Closing stock of raw materials
2,626.06
5,875.07
39,031.15
18,096.67
29. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-
TRADE
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Opening work in progress
7,467.05
3,095.82
Opening Finished Good
-
-
Opening stock-in-trade
-
-
7,467.05
3,095.82
Closing work in progress
2,439.76
7,467.05
Closing Finished Good
36.00
-
Closing stock-in-trade
-
-
2,475.76
7,467.05
Decrease/(Increase) in Inventory
4,991.29
(4,371.23)
30. MANUFACTURING EXPENSES
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Power and fuel
42.00
36.08
Factory Maintenance
780.55
559.11
Factory Wages
482.30
408.17
Material Handling Charges
45.61
9.37
Travel expenses - Production
0.94
8.12
Training Charges
3.70
0.43
Other consumables
42.92
45.41
1,398.02
1,066.69
31. EMPLOYEE BENEFITS EXPENSE
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Salaries, wages and bonus
5,105.35
3,611.01
Contribution to provident and other funds (Note 38)
85.99
69.51
Directors’ sitting fees (Note 40)
12.50
10.50
Gratuity expense (Note 38)
80.13
57.07
Staff welfare expenses
225.85
137.87
Share based Payment Expenses (Note 45)
191.71
437.69
5,701.53
4,323.66
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
169
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
32. FINANCE COSTS
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Bank Charges
13.62
29.28
BG Commission
151.87
115.34
Processing Charges
39.34
29.32
Interest on borrowings
- interest on Lease Liability
7.63
4.97
- interest on Term Loan
587.21
-
- interest on Vehicle loan
-
0.07
- interest on MSME dues
1.01
0.19
- interest others
141.40
4.89
942.08
184.05
33. DEPRECIATION AND AMORTISATION
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Depreciation and Amortization Expense
950.99
704.25
Depreciation on Right-of-use assets
58.41
27.81
1,009.40
732.05
34. OTHER EXPENSES
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Business Promotion
162.85
119.98
Exhibition expenses
359.87
163.36
Commission on sales
98.17
1,234.92
System Installation & Maintenance
311.53
127.61
Freight
634.29
157.33
Domestic Travel
619.63
414.04
Foreign Travel
407.81
332.91
Advertisement
101.52
140.09
Conveyance
68.87
45.27
Corporate Social Responsibility Expense**
159.30
40.50
Electricity Charges
50.55
44.33
Insurance
49.45
55.40
Office Maintenance
471.15
234.67
Postage & Telephone
35.69
35.33
Printing & Stationery
25.60
25.33
Professional Charges
3,549.18
656.48
Rates & Taxes
63.23
68.32
Rent
336.19
176.57
Security expenses
80.18
58.70
Vehicle Maintenance
41.25
34.33
Computer Maintenance
0.41
2.22
Rent on Machinery-R&D
1.12
-
ZEN TECHNOLOGIES LIMITED
170
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
34. OTHER EXPENSES (Contd.)
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Rent on Lease Vehicle
4.16
-
Spares & Stores
1,527.46
733.29
Advances Written off
-
115.50
Provision for Impairment of Advances
252.84
-
Provision for Impairment of Investment
37.50
224.22
Provision for Expected Credit Loss
165.22
363.21
Payment to Auditors*
48.65
8.85
Provision for Advances
-
22.85
Provision for Warranties
538.32
206.14
Other Expenses
370.65
346.82
10,572.64
6,188.58
(i) Payment to auditors*
For Statutory Audit
15.00
5.50
For Certification Fee
32.65
2.35
For Other Services
1.00
1.00
48.65
8.85
(ii) Details of CSR expenditure**
a) Gross amount required to be spent by the Company during the year
159.30
40.50
b) Amount approved by the board to be spent during the year
159.30
40.50
i) Construction/acquisition of any asset
-
-
ii) On purposes other than (i) above
159.30
40.50
Amount spent during the year ended on 31 March 2025:
Particulars
In Cash
Yet to be
paid in Cash
Total
i) Construction/acquisition of any asset
-
-
-
ii) On purpose other than (i) above
76.85
-
76.85
Amount spent during the year ended on 31 March 2024:
Particulars
In Cash
Yet to be
paid in Cash
Total
i) Construction/acquisition of any asset
-
-
-
ii) On purpose other than (i) above
40.50
-
40.50
Details of spent/unspent obligations:
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
i) Contribution to Public Trust
-
-
ii) Contribution to Charitable trust
76.85
40.50
iii) unspent amount in relation to:
- Ongoing Project
82.45
-
- Other than Ongoing Project
-
-
159.30
40.50
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
171
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
Provision for impairment of investment:
During the year, the Company assessed the carrying value of its investment in Zen Medical Technologies Private Limited in
accordance with Ind AS 36, Impairment of Assets. Based on the assessment of future cash flows, business performance, and other
relevant indicators of impairment, the carrying amount of the investment was determined to be higher than the recoverable amount.
Accordingly, an amount of Rs. 37.50 lakhs has been recognized as impairment in the Statement of Profit and Loss for the year ended
31 March 2025. The revised carrying value of the investment as at 31 March 2025 is Rs. 37.50 lakhs (Refer Note 5).
For the year ended 31 March 2024, the Company had written off its entire investment of Rs. 224.22 lakhs after assessing it as fully
impared in Paladin AI INC.
Provision for impairment of advances:
During the year ended 31 March 2025, the Company has recognised an imparement of Rs. 252.84 lakhs on advance given to
Paladin AI INC, considering the recoverability doubtful.
35. COMPONENTS OF OTHER COMPREHENSIVE INCOME
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Items that will not be reclassified to profit or loss
Re-measurement gains/(losses) on defined benefit plans
(105.40)
(44.01)
Deferred tax on remeasured gain/(loss)
26.53
12.82
Items that will not be reclassified subsequently to statement
of profit or loss
Re-measurement gains/(losses) on foreign currency translation reserve
(86.08)
(34.96)
Income tax relating to items that will not be reclassified to profit or loss
21.66
10.18
Total Other Comprehensive Income, net of tax
(143.29)
(55.97)
36. INCOME TAX
The major components of income tax expenses for the year ended 31 March 2025 and 31 March 2024 are as follows:
Profit or loss section
Particulars
31 March 2025
31 March 2024
Current tax expense
9,443.00
3,523.53
Adjustment of tax relating to earlier periods
-
-
MAT credit utilisation
-
1,886.92
Deferred tax
(561.71)
107.07
Earlier Year Taxes
22.69
-
Total income tax expense recognised in Statement of
Profit and Loss
8,903.98
5,517.52
OCI section
Particulars
31 March 2025
31 March 2024
Tax Effect on remeasurement of defined benefit plans
48.19
23.00
Income tax charged to OCI
48.19
23.00
a) Reconciliation of tax expense to the accounting profit is as follows:
Particulars
31 March 2025
31 March 2024
Profit before tax
35,199.05
18,440.97
At India’s statutory income tax rate of 25.17%
8,858.90
5,370.01
Adjustments in respect of current income tax of previous years
22.69
-
ZEN TECHNOLOGIES LIMITED
172
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
36. INCOME TAX (Contd.)
a) Reconciliation of tax expense to the accounting profit is as follows: (Contd.)
Particulars
31 March 2025
31 March 2024
Adjustments:
Items which are not tax deductible for computing taxable income
95.89
59.03
Effect of change in income tax rate for deferred tax recognised
(25.05)
38.74
Effect of items which are not taxable for computing taxable income
(48.45)
50.95
Others
-
(1.21)
Income tax expense recognised in the Statement of
Profit and Loss
8,903.98
5,517.52
b) Deferred tax asset/(liability)
Particulars
31 March 2025
31 March 2024
Deferred tax liability (net)
(23.84)
(633.74)
MAT credit entitlement
-
-
Deferred tax asset (net)
(23.84)
(633.74)
31 March 2025
Particulars
Opening
balance
Recognised in
Statement of
profit and loss
Recognised in other
comprehensive
income
MAT Credit
availed/
(utilization)
Closing
balance
Deferred tax (liabilities)/assets
in relation to:
MAT credit
-
-
-
-
-
Timing difference on:
-
Property, plant and equipment
(726.12)
69.07
-
-
(657.05)
-
Disallowances under Income Tax
Act, 1961, allowed on payment
basis
67.40
429.27
-
-
496.67
-
Remeasurement of defined
benefit plans
23.86
-
48.19
-
72.05
-
Others
1.13
63.37
-
-
64.50
Deferred tax (liabilities)/assets
(Net)
(633.73)
561.71
48.19
-
(23.84)
31 March 2024
Particulars
Opening
balance
Recognised in
Statement of
profit and loss
Recognised in other
comprehensive
income
MAT Credit
availed/
(utilization)
Closing
balance
Deferred tax (liabilities)/
assets in relation to:
MAT credit
1,886.92
-
-
(1,886.92)
-
Timing difference on:
-
Property, plant and equipment
(646.38)
(79.74)
-
-
(726.12)
-
Disallowances under Income Tax
Act, 1961, allowed on payment
basis
100.23
(32.83)
-
-
67.40
-
Remeasurement of defined
benefit plans
0.86
-
23.00
-
23.86
-
Others
1.08
0.05
-
-
1.13
Deferred tax (liabilities)/
assets (Net)
1,342.70
(112.51)
23.00
(1,886.92)
(633.73)
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
173
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
37. EARNINGS PER SHARE (EPS)
Basic EPS is calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity
shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to equity holders (after adjusting for interest on the
Compulsory convertible debentures) by the weighted average number of equity shares outstanding during the year plus the
weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into
equity shares.
Particulars
31 March 2025
31 March 2024
Earnings per equity share
Profit attributable to equity shareholders (Rs. in lakhs)
26,295.07
12,923.45
Add: Interest on Compulsory Convertible Debentures (CCD)
-
3.59
Adjusted earnings
26,295.07
12,927.05
Weighted average number of equity shares outstanding of
face value of Rs. 1/-each
8,40,44,260
7,95,10,000
Add: Post converion of CCD's on allotment of ordinary shares of
face value of Rs. 1/- each
-
34,76,033
Add: New allotment of ordinary shares of face value of Rs. 1/- each
37,81,883
-
Add: Conversion of share warrants on allotment of ordinary shares of
face value of Rs. 1/- each
-
4,01,626
Less: Weighted average number of equity shares held by ESOP trust of
Face value of Rs. 1/- each
(4,32,081)
(6,05,788)
Weighted average number of equity shares for Basic EPS (Nos.)
8,73,94,062
8,27,81,871
Effect of dilutive equivalent Compulsorily convertible debentures
-
5,88,594
Weighted average number of equity shares for dilutive EPS (Nos.)
8,73,94,062
8,33,70,465
Face value per equity share (Rs.)
1.00
1.00
Earning per share - Basic (Rs.)
30.09
15.61
Earning per share - Diluted (Rs.)
30.09
15.51
38. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS
(a) Defined contribution plan
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Profit or loss section
Contribution to provident fund recognised as expense (Note 31)
85.99
69.51
(b) Defined benefit plan
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of continuous service is
eligible to receive gratuity calculated at 15 days of last drawn basic salary for each completed year of service. The scheme is funded
through a qualifying insurance policy.
The following table provides the components of net defined benefit expense recognised in the Statement of Profit and Loss and the
funded status and amounts recognised in the balance sheet towards the gratuity plan:
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Statement of profit and loss
Net employee benefit expense recognised in employee
cost (Note 31)
Current service cost
63.84
44.99
Past service cost
-
-
Interest cost on defined benefit obligation
27.74
21.54
Interest income on plan assets
(11.45)
(9.46)
Other adjustments
-
-
ZEN TECHNOLOGIES LIMITED
174
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
38. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Contd.)
(b) Defined benefit plan (Contd.)
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Net benefit expense
80.13
57.07
Re-measurement during the year due to:
Actuarial loss/(gain) arising from change in financial assumptions
87.51
3.30
Actuarial loss/(gain) arising from change in demographic assumptions
(10.81)
-
Actuarial loss/(gain) arising on account of experience changes
18.53
40.33
Return on plan assets excluding interest income
10.17
0.38
Amount recognised in OCI outside profit and loss statement
105.40
44.01
Balance Sheet
Reconciliation of net liability/asset
Closing present value of defined benefit obligation
637.38
456.57
Closing fair value of plan assets
(179.92)
(151.40)
Closing net defined benefit liability
457.46
305.17
Changes in the present value of the defined benefit obligation
are as follows:
Opening defined benefit obligation
305.17
228.92
Current service cost
63.84
44.99
Past service cost
-
-
Interest cost
16.29
12.08
Adjustment to opening balance
-
-
Re measurement during the period due to:
Actuarial loss/(gain) arising from change in financial assumptions
87.51
3.30
Actuarial loss/(gain) arising from change in demographic assumptions
(10.81)
-
Actuarial loss/(gain) arising on account of experience changes
18.53
40.33
Return on plan assets excluding interest income
10.17
0.38
Benefits paid
(33.23)
(24.84)
Closing defined benefit obligation
457.46
305.17
Change in fair value of plan assets during the year
Opening Fair Value of Plan Assets
151.40
122.65
Adjustment to opening balance
-
-
Contributions paid by the employer
33.23
24.84
Return plan assets (Excluding interest income)
(10.19)
(0.38)
Benefits paid
(5.97)
(5.17)
Interest income on Plan Assets
11.45
9.46
Closing Fair Value of Plan Assets
179.92
151.40
The principal assumptions used in determining gratuity benefit obligation for the Company's plans are shown below:
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Discount rate (p.a.)
6.35%
6.97%
Salary escalation rate (p.a.)
10.00%
6.00%
Mortality rate
IALM (2012-14) Ult
IALM (2012-14) Ult
Disability rate
0.00%
0.00%
Withdrawal rate (Past service (PS))
PS:0 to 42: 17.24%
PS:0 to 42: 15%
Normal retirement age (in years)
60
60
Adjusted average future service
4.42
5.22
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
175
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
38. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Contd.)
A quantitative analysis for significant assumptions is as shown below:
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Assumptions - Discount rate
Sensitivity Level (a hypothetical increase/(decrease) by)
Impact of Increase in 1% on defined benefit obligation
610.17
437.89
Impact of Decrease in 1% on defined benefit obligation
667.36
477.15
Assumptions - Salary Escalation rate
Sensitivity Level (a hypothetical increase/(decrease) by)
Impact of Increase in 1% on defined benefit obligation
657.06
472.31
Impact of Decrease in 1% on defined benefit obligation
618.08
441.54
Asset Liability Comparisons
Year
31 March 2021
31 March 2022
31 March 2023
31 March 2024
31 March 2025
PVO at the end of the period
270.39
304.27
351.58
456.57
637.38
Plan Assets
104.36
121.89
122.65
151.40
179.92
Surplus/(Deficit)
(166.03)
(182.38)
(228.92)
(305.17)
(457.46)
Experience adjustment on
plan assets
1.63
1.39
(0.45)
(0.38)
(10.18)
The estimates of future salary increases, considered in actuarial valuation, take account relevant factors including inflation, seniority
and promotions.
Expected contributions to the defined benefit plan in future years is given below:
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Expected future benefit payments
Within the next 12 months (next annual reporting period)
144.30
117.22
Between 2 and 5 years
300.44
216.35
Between 6 and 10 years
244.37
164.33
Total expected payments
689.11
497.91
The weighted average duration of the defined benefit plan obligation as at 31 March 2025 based on discounted cash flows is 3.81
years (31 March 2024:4.26 years).
39. CONTINGENT LIABILITIES AND COMMITMENTS
(a) Contingent liabilities
I) Claims against the Company not acknowledged as debts:
i)
On account of Direct Tax matters - Rs. 435.83 lakhs (31 March 2024: Rs. 441.48 Lakhs).
ii)
On account of Indirect Tax matters(Central Excise Duty) - Rs. 823.40 lakhs (31 March 2024: Rs. 823.40 lakhs).
The Company is contesting the demands raised by the tax authorities. The Company's Management and its tax advisors, believe
that its position will likely be upheld in the appellate process with respect to Direct Tax and Indirect tax matters. No tax expense
has been accrued in the financial statements for the tax demand raised. The Management believes that the ultimate outcome of this
proceeding will not have a material adverse effect on the Company's financial position and results of operations.
Income tax demands mainly include the appeals filed by the Company before various appellate authorities against the disallowance
by income tax authorities of certain expenses being claimed and and the computation of, or eligibility of, the Company’s use of
certain tax incentives or allowances.
ZEN TECHNOLOGIES LIMITED
176
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
39. CONTINGENT LIABILITIES AND COMMITMENTS (Contd.)
(b) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for:
At 31 March 2025, the Company has commitments of Rs. 591.98 lakhs relating to construction of new factory building at Adibatla)
(31 March 2024: Rs. 412.96 lakhs relating to construction of new factory building at Maheswaram ).
40. RELATED PARTY TRANSACTIONS
Information on names of related parties and nature of relationship as required by Ind AS 24 on Related Party Disclosures are given
below:
A) Nature of relationship and names of related parties
Name of the party
Nature of relationship
(a) Parties where control exists:
Zen Technologies USA, Inc.
Subsidiary Company
Unistring Tech Solutions Private Limited
Subsidiary Company
Zen Medical Technologies Private Limited
Subsidiary Company
Zen Defence Technologies L.L.C, UAE
Subsidiary Company
Aituring Technologies Private Limited
Subsidiary Company
Applied Research International Private Limited
Subsidiary Company
ARI Labs Private Limited
Subsidiary Company
Vector Technics Private Limited
Subsidiary Company
Applied Research International USA Inc.
Step-down Subsidiary Company
Applied Research International (UK) Ltd
Step-down Subsidiary Company
ARI (Applied Research International) Pte. Ltd.
Step-down Subsidiary Company
KIC Solutions Co., Ltd
Joint -Venture
(b) Key Managerial Personnel (KMP):
Mr. Ashok Atluri
Chairman & Managing Director
Mr. Kishore Dutt Atluri
President & Joint Managing Director
Mr. M Ravi Kumar
Whole Time Director
Ms. Shilpa Choudari
Whole Time Director
Dr. Ravindra Kumar Tyagi
Independent Director
Ms. Sirisha Chintapalli
Independent Director
Dr. Ajay Kumar Singh
Independent Director
Mr. Sanjay V Jesrani
Independent Director
Mr. Raghavendra Prasad Movva
Company Secretary & Compliance Officer (Till 24 September 2024)
Mr. Sourav Dhar
Company Secretary & Compliance Officer (w.e.f 2 November 2024)
Mr. Afzal Harunbhai Malkani
Chief Financial Officer
(c) Relatives of Key Managerial Personnel
Mr. Arjun Dutt Atluri
Vice President, Son of Mr. Kishore Dutt Atluri
Mrs. Rama Devi Atluri
Spouse of Mr. Kishore Dutt Atluri
Ms. Anisha Atluri
Head Recruitment, Daughter of Mr. Kishore Dutt Atluri
Ms. Abhilasha Atluri
Manager Investor Relations - Daughter of Mr.Ashok Atluri
Ms. Tara Dutt Atluri
Mother of Mr.Kishore Atluri and Mr.Ashok Atluri
Mr. Satish Atluri
Brother of Mr.Kishore Atluri and Mr.Ashok Atluri
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
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STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
40. RELATED PARTY TRANSACTIONS (Contd.)
A) Nature of relationship and names of related parties (Contd.)
Name of the party
Nature of relationship
(d) Other related firms & associates
Veer Sammaan Foundation
Founder Trustee
Zen Technologies Limited Employee Welfare Trust
Entity under the control of the Company
Bhairav Robotics Private Limited
Associate Company
B) Following are the transactions with related parties during the year:
Particulars
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
i) Purchases
Unistring Tech Solutions Private Limited
15,132.14
2,670.64
ii) Capital Purchases
Unistring Tech Solutions Private Limited
756.31
367.83
Aituring Technologies Private Limited
230.51
-
iii) Sales
Unistring Tech Solutions Private Limited
-
1,299.89
Aituring Technologies Private Limited
16.00
-
iv) Remuneration to KMP
Mr. Ashok Atluri
235.99
236.30
Mr. Kishore Dutt Atluri
215.98
200.19
Mr. M Ravi Kumar
74.07
74.47
Ms. Shilpa Choudari
59.85
39.50
Mr. Raghavendra Prasad Movva
11.37
18.18
Mr. Sourav Dhar
5.91
-
Mr. Afzal Harunbhai Malkani
102.50
64.78
V) Commission to KMP
Mr. Ashok Atluri
1,055.97
553.24
Mr. Kishore Dutt Atluri
930.65
430.28
vi) Remuneration to relatives of KMP
Mr. Arjun Dutt Atluri
26.40
23.98
Ms. Anisha Atluri
18.00
13.28
Ms. Abhilasha Atluri
11.51
-
vi) Transaction with other Related Firms
124.00
2.12
vii) Sitting Fee to Independent Directors
Ms. Sirisha Chintapalli
2.50
1.50
Mr. Sanjay V Jesrani
5.00
1.00
Mr. Amreek Singh Sandhu
-
4.00
Dr. Ravindra Kumar Tyagi
5.00
4.00
Dr. Ajay Kumar Singh
-
-
viii) Rent
ZEN TECHNOLOGIES LIMITED
178
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
40. RELATED PARTY TRANSACTIONS (Contd.)
B) Following are the transactions with related parties during the year: (Contd.)
Particulars
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
Mrs. Ramadevi Atluri
7.39
7.04
ix) CSR Expenditure
Veer Sammaan Foundation
76.85
40.50
x) Reimbursement of expenses
Zen Defence Technologies L.L.C, UAE
-
2.11
xi) Investments
Zen Defence Technologies L.L.C, UAE
-
33.66
Zen Technologies USA, INC
8,686.11
-
C) Balances with the related parties are summarised below:
Particulars
As at
31 Mar 2025
As at
31 Mar 2024
i) Related party receivables grouped under
a) Other current assets
Unistring Tech Solutions Private Limited
(Advance to material suppliers(Creditors))
515.50
3,055.07
Mr. Arjun Dutt Atluri (Advances to Employees)
2.29
2.15
Ms. Anisha Atluri (Advances to Employees)
-
0.04
Zen Defence Technologies L.L.C, UAE
2.91
2.91
Unistring Tech Solutions Private Limited (Debtors)
-
1,532.57
Aituring Technologies Private Limited
(Advance to material suppliers(Creditors))
449.27
264.13
b) Investments
Zen Technologies USA Inc
10,120.78
1,434.67
Unistring Tech Solutions Private Limited
700.07
700.07
Zen Medical Technologies Private Limited
37.70
75.20
Zen Defence Technologies L.L.C, UAE
33.66
33.66
Aituring Technologies Private Limited
387.00
387.00
Applied Research International Private Limited
8,850.00
-
ARI Labs Private Limited
250.00
-
Bhairav Robotics Private Limited
399.96
-
Vector Technics Private Limited
1,069.89
-
ii) Related party payables grouped under:
a) Other current financial liabilities
Mr. Ashok Atluri
1,083.27
570.74
Mr. Kishore Dutt Atluri
917.15
447.78
Mr. M Ravi Kumar
-
6.05
Ms. Shilpa Choudari
4.03
4.92
Mr. Raghavendra Prasad Movva
-
1.68
Mr. Afzal Harunbhai Malkani
-
4.98
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
179
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
40. RELATED PARTY TRANSACTIONS (Contd.)
C) Balances with the related parties are summarised below: (Contd.)
Particulars
As at
31 Mar 2025
As at
31 Mar 2024
Mr. Arjun Dutt Atluri
-
2.18
Ms. Anisha Atluri
-
1.48
Ms. Abhilasha Atluri
-
0.98
Key managerial personnel of the Company are covered by the Company's gratuity policy and eligible for compensated absences
along with other employees of the Company. The proportionate amount of gratuity and compensated absences cost pertaining to
them have not been included in the aforementioned disclosure as these can not be determined on an individual basis.
The transactions with related parties are made on terms equivalent to similar arm’s length transactions. This assessment is undertaken
each financial year through examining the financial position of the related party and the market in which the related party operates.
Outstanding balances at the year-end are unsecured.
41. THE FOLLOWING DETAILS RELATING TO MICRO, SMALL AND MEDIUM ENTERPRISES SHALL
BE DISCLOSED IN THE NOTES
Particulars
31 March 2025
31 March 2024
a)
Principal amount outstanding (whether due or not) to micro and
small enterprises.
835.22
1,846.66
b)
Interest due thereon.
1.01
0.19
c)
The amount of interest paid by the Company in terms of Section 16
of the MSMED Act, 2006 along with the amounts of the payment
made to the supplier beyond the appointed day during each
accounting year.
-
-
d)
The amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified
under the MSMED Act, 2006.
-
-
e)
The amount of interest accrued and remaining unpaid at the end of
each accounting year.
1.01
0.19
f)
The amount of further interest remaining due and payable even
in the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise for the purpose of
disallowance as a deductible expenditure under Section 23 of the
MSMED Act, 2006.
-
-
Note: Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of
information collected by management. This has been relied upon by the auditors.
42. DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 108 "OPERATING
SEGMENTS
Operating Segments
The Company has identified ‘Defence and Homeland’, as its only primary reportable segment. The Board of Directors of the Company
have been identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108. CODM reviews overall financial
information of the Company together for performance evaluation and allocation of resources and does not review any discrete
information to evaluate performance of any individual product or geography.
ZEN TECHNOLOGIES LIMITED
180
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
42. DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 108 "OPERATING
SEGMENTS (Contd.)
Geographical Information
Revenue
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
Domestic
57,670.06
35,015.98
Overseas
35,396.66
8,011.54
Total revenue as per statement of profit or loss
93,066.72
43,027.51
The revenue information above is based on the locations of the customers.
Non-current assets
Particulars
31 March 2025
31 March 2024
India
11,313.10
9,034.01
Outside India
17.62
-
Total non-current assets
11,330.72
9,034.01
Non-current assets for this purpose excludes financial assets and deferred tax assets.
Information about major customers
There are three customers individually contributing more than 10% of Company's revenue and these customers contribute 63.77%
of the revenue for the year ended on 31 March 2025. For the year ended 31 March 2024 there is one customer contributing
61.51% of the revenue for the year.
42. FINANCIAL INSTRUMENTS
A. Measurement of fair values
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The Company has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation
techniques used to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximize the use of observable market data and rely as little as possible on Company specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
B. Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the
fair value hierarchy.
Particulars
Note
no.
31 Mar 2025
31 Mar 2024
Fair value
level
Amortised cost
Fair value Amortised cost
Fair value
Financial assets
Trade receivables
10
37,839.62
-
16,914.87
-
-
Cash and cash equivalents
11
3,423.70
-
2,606.47
-
-
Other bank balances
12
80,496.33
-
11,613.16
-
-
Loans
6
0.80
-
2.91
-
-
Other financial assets
13
22,621.14
-
3,608.03
-
-
Total financial assets
1,44,381.59
-
34,745.45
-
-
Financial liabilities
Borrowings
18 & 21
5,220.36
-
-
-
-
Lease liabilities
19A &
19C
212.73
-
113.20
-
-
Trade payables
22
1,180.37
-
2,615.48
-
-
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
181
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
The fair value of trade receivables, other financial assets, cash
and cash equivalents, other bank balances, loans, borrowings,
trade payables and other financial liabilities approximate their
carrying amount largely due to short-term nature of these
instruments.
Investment in subsidiaries & associates have been accounted
at historical cost. Since, these are scoped out of Ind AS 109 for
the purpose of measurement, the same are not disclosed in the
table above.
There have been no transfers among Level 1, Level 2 and Level
3 during the years ended 31 March 2025 and 31 March 2024.
43.
FINANCIAL
RISK
MANAGEMENT
OBJECTIVES AND POLICIES
The Company’s primary financial liabilities consist of borrowings,
trade and other payables. These liabilities are primarily used to
finance the Company’s operations. The Company’s principal
financial assets include trade receivables, other receivables,
investments, and cash and cash equivalents, all of which arise
directly from its operating activities.
The Company has an integrated financial risk management
system that proactively identifies and monitors key risks, while
implementing precautionary and mitigatory measures to
address them effectively.
The Company is exposed to market risk, credit risk, and liquidity
risk. These risks are managed under the supervision of the Board
of Directors, which independently evaluates and controls the
overall financial risk management framework. The Board of
Directors reviews and approves the risk management policies
for each category of risk, as summarized below.
i) Market Risk
Market risk refers to the potential impact of fluctuations in
market prices on the fair value or future cash flows of financial
instruments. It encompasses interest rate risk, foreign currency
risk and other price risks. Financial instruments subject to
market risk include trade receivables and other receivables,
borrowings and trade payables. The Company's management
is responsible for managing market risk through active oversight
of cash positions, foreign currency risk mitigation strategies,
borrowing arrangements, and adherence to internal market
risk thresholds.
a. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes
in market interest rates. The Company's exposure to the risk
of changes in market interest rates relates primarily to the
Company's debt obligations with floating interest rates.
The Company is exposed to interest rate risk because it
borrows funds at both fixed and floating interest rates. The risk
is managed by the Company by maintaining an appropriate mix
between fixed and floating rate borrowings.
1% changes in interest rate will increase/decrease the
borrowing cost by Rs. 52.20 Lakhs (Pre Tax).
The Company holds deposits with banks and hence is exposed
to interest rate sensitivity. 1% changes in interest rate will
increase/decrease interest income by Rs. 1017.81 Lakhs(Pre
Tax).
b. Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash
flows from an asset/liability will fluctuate because of changes
in foreign exchange rates. The Company exposure to the risk
of changes in foreign exchange rates relates primarily to the
Company's operating activities (when revenue or expense is
denominated in a foreign currency).
Any movement in the functional currency of the various
operations of the Company against major foreign currencies may
impact the Company's revenue in international geographics.
The Company evaluates the impact of foreign exchange rate
fluctuations by assessing its exposure to exchange rate risks.
Expenditure in foreign currency
Particulars
Year ended
31 Mar 2025
Year ended
31 Mar 2024
Raw Materials and Components
2,100.61
2,578.60
Capital Goods
-
85.54
Foreign Travel
407.81
332.93
Membership
0.71
-
Professional Charges
12.10
10.89
Exhibition Expenses
129.72
145.32
Employee benefits expense
94.60
-
Others
388.37
34.88
42. FINANCIAL INSTRUMENTS (Contd.)
B. Accounting classifications and fair values (Contd.)
Particulars
Note
no.
31 Mar 2025
31 Mar 2024
Fair value
level
Amortised cost
Fair value Amortised cost
Fair value
Other financial liabilities
19B
6,760.97
-
1,682.88
-
-
Total financial liabilities
13,374.43
-
4,411.55
-
-
ZEN TECHNOLOGIES LIMITED
182
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)
i) Market Risk (Contd.)
b. Foreign currency risk (Contd.)
Receivables/(Payables) in Foreign Currency (Contd.)
Particulars
31 March 2025
31 March 2024
Advance from customers
(460.27)
(10,252.94)
Trade payables
(30.99)
(42.10)
Trade Receivables
24,973.75
754.82
Advance to Material suppliers
30.05
89.08
Exchange gain of Rs. 239.46 lakhs and Rs. 53.21 lakhs has
been recognised in the standalone statement of profit and
loss for the years ended 31 March 2025 and 31 March 2024
respectively.
ii) Credit Risk
Credit risk refers to the risk that a counter party will default
on its contractual obligations resulting in financial loss to the
Company. Credit risk arises from credit exposures from trade
receivables, advances given to suppliers (for procurement of
goods, services and capital goods), cash and cash equivalent
with banks, security deposits and loans.
Trade Receivables and Other Receivables
The credit risk of the Company is managed at a corporate level
by the risk management committee which has established the
credit policy norms for its customers. The Company expects to
continue to derive most of its revenue from the Indian Defence
Services under the contracts of the Ministry of Defence
(MoD),consequent to which the Company has a negligible
credit risk associated with such receivables.
As the Comapany debtors are predominantly the Government
of India (Indian Defence Services, Ministry of Home Affairs),
Public Sector Undertakings where the counter-parties have
sufficient capacity to meet the obligations, the risk of default is
considered negligible. Accordingly, impairment on account of
expected credit losses is being assessed on a case to case basis
in respect of dues outstanding for significant period of time as
per the accounting policy. Further, the management believes
that the unimpaired amounts that are due is collectable in full,
based on historical payment behaviour and extensive analysis
of customer credit risk
In a few cases credit is extended to customers based on market
conditions after assessing the solvency of the customer and
the necessary due diligence to determine credit worthiness.
Advance payments are made against bank guarantee which
safeguards the credit risk associated with such payments.
Impairment losses on financial assets have been made after
factoring contractual terms and other indicators.
Financial instruments and cash deposits
The cash and cash equivalent with banks are in the form of
short term deposits with maturity period of up to 1 year. The
Company has a well structured Risk Mitigation Policy whereby
there are present limits for each bank based on its net worth
and earning capacity which is reviewed on a periodic basis.
The Company has not incurred any losses on account of default
from banks on deposits.
Investments
of
surplus
funds
are
made
only
with
approved counterparties and within credit limits assigned to
each counterparty. Counterparty credit limits are reviewed by
the top management on an annual basis, and may be updated
throughout the year subject to approval of the Company's
Board of Directors.
The limits are set to minimize the concentration of risks and
therefore mitigate financial loss through counterparty's
potential failure to make payments.
Refer Note 10 for ageing for Trade Receivables.
iii) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to
settle or meet its obligations on time or at a reasonable price.
The Company has an established liquidity risk management
framework for managing its short term, medium term and
long term funding and liquidity management requirements.
The Company's exposure to liquidity risk arises primarily from
mismatches of the maturities/recovery of financial assets
and liabilities. The Company manages the liquidity risk by
maintaining adequate funds in cash and cash equivalents. The
Company also has adequate credit facilities agreed with banks
to ensure that there is sufficient cash to meet all its normal
operating commitments in a timely manner.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the
reporting date:
Particulars
Carrying
Value
On demand
< 3 months
3 to 12
months
1 to 5 years
> 5 years
As at 31 March 2025
Borrowings
5,220.36
-
300.00
900.00
4,020.36
-
Other financial liabilities
6,973.70
8.10
6,752.84
0.02
212.73
-
Trade payables
1,180.37
-
1,180.37
-
-
-
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
183
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)
iii) Liquidity Risk (Contd.)
The table below provides details regarding the remaining contractual maturities of financial liabilities at the
reporting date: (Contd.)
Particulars
Carrying
Value
On demand
< 3 months
3 to 12
months
1 to 5 years
> 5 years
As at 31 March 2024
Borrowings
-
-
-
-
-
-
Other financial liabilities
1,796.07
6.45
1,539.97
136.45
113.20
-
Trade payables
2,615.48
-
2,615.48
-
-
-
44. CAPITAL MANAGEMENT
For the purposes of managing capital, the Company considers its equity share capital, securities premium, and other equity reserves
attributable to shareholders as components of capital. The key objective of capital management is to enhance long-term shareholder
value. The Company actively reviews and adjusts its capital structure in response to evolving economic conditions and compliance
with financial covenants. This may involve modifying dividend payouts, returning capital to shareholders, or issuing additional equity.
Capital adequacy is monitored through the gearing ratio, calculated as net debt divided by the sum of net debt and total equity. Net
debt comprises interest-bearing borrowings, net of cash, cash equivalents, and bank balances.
Particulars
31 March 2025
31 March 2024
Gearing ratio:
Borrowings (non-current and current, including current maturities of non-current
borrowings, interest accrued and due, Interest accrued but not due)
5,220.36
-
Less: Cash and cash equivalents (including balances at bank other than cash and
cash equivalents and margin money deposits with banks)
(1,03,930.87)
(16,499.89)
Net debt (A)
(98,710.51)
(16,499.89)
Equity (B)
1,68,898.58
45,312.65
Gearing ratio (%) {A/(A+B)}*
-
-
Gearing ratio:
The Company monitors capital using gearing ratio, which is
net debt divided by total capital plus net debt. The Company's
policy is to keep the gearing ratio within 50%. In order to achieve
this overall objective, the Company makes adjustments in light
of changes in economic conditions and the requirements of the
financial covenants. The Company aims to ensure that it meets
the financial covenants attached to the interest bearing loans
and borrowings that define the capital structure requirements.
Breaches in meeting the financial covenants would permit the
bank to immediately call loans and borrowings. There have
been no breaches in the financial covenants of any interest-
bearing loans and borrowings in the current year.
* Net Gearing Ratio for 31 March 2025 and 31 March 2024 not
calculated since net debt is negative.
* No changes were made in the objectives, policies or
processes for managing capital during the years ended 31
March 2025 and 31 March 2024.
45. EMPLOYEE STOCK OPTION SCHEME
The objective of the Employee Stock Option Scheme (ESOS) is
to attract and retain talent and align the interest of employees
with the Zen Technologies Limited as well as to motivate them
to contribute to its growth and profitability. The Company
adopts Senior Executive Plan in granting Stock options to its
Senior Employees. (Employee Stock Option Plan-2021).
During the Annual General Meeting held on 28th August 2021,
Zen Technologies Limited introduced the Employee Stock
Option Plan-2021, which was subsequently ratified by the
shareholders on 29th September 2022, in accordance with
the earlier SEBI (Share Based Employee Benefits) Regulations,
2014. The plan received in-principle approval from the National
Stock Exchange of India Limited and BSE Limited to issue a
maximum of 4,000,000 equity shares with a face value of Rs.
1/- each, under the Zen Technologies Limited Employee Stock
Option Plan-2021.
To facilitate the implementation of the ESOP scheme, the ESOS
trust had purchased 4,81,524 shares from the secondary
market, for allocation to eligible employees under the ESOS
scheme. During the year ended 31 March 2024, ESOS trust
borrowed funds of Rs. 5.75 Crores and utilised such funds to
Purchase additional 1,59,876 shares from secondary Market.
As at 31 March 2025, the ESOP Trust purchased in aggregate
6,41,400 shares from secondary market at consideration of
Rs. 1567.66 lakhs.
During the year ended 31 March 2024 the Nomination and
Remuneration Committee had approved the grant of 22,500
Employee Stock Options (options) at an exercise price of
Rs. 100 per option to eligible employees, as identified by
the Committee. During the year ended 31 March 2025 the
Nomination and Remuneration Committee had further granted
5,000 options on 4 May 2024 at an exercise price of Rs. 100
ZEN TECHNOLOGIES LIMITED
184
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
per option; 10,500 options on 28 July 2024 at an exercise price of Rs. 500 per option; 47,000 options on 14 February 2025 at an
exercise price of Rs. 500 per option; and 1,37,000 options on 28 March 2025 at an exercise price of Rs. 500 per option.
In the standalone financial statements, the Company has adopted the policy of consolidating the ESOP Trust, the related loan and
advances appearing in the standalone financial statements of the Company were eliminated and investment in own shares of the
Company held by the trust is shown as treasury shares in “other equity".
b) The nature and extent of share-based payment arrangements that existed during the period.
Summary of options granted under plan:
Particulars
31 March 2025
31 March 2024
Options Outstanding at the beginning of the year
36,16,600
37,29,100
No. of Options Granted during the Year
1,99,500
22,500
No.of Options Exercised during the year
1,21,800
1,23,690
No. of Options Forfeited/Expired during the year
1,000
10,000
Options Outstanding at the ending of the year
35,18,100
36,16,600
Vested and Exercisable
20,910
1,18,710
The fair value of the share-based payment options granted is determined using the Black Scholes Model using the following inputs
at the grant date which takes in to account the exercise price, the term of the option, the share price at the grant date,and the
expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
46. EXCEPTIONAL ITEMS
During the year ended 31 March 2022, the Company filed
an insurance claim of Rs. 712.00 Lakhs to compensate for the
loss of property, plant and equipment that were destroyed
due to a fire at the Company's Demonstration Centre
located at Maheshwaram Hardware Park near Shamshabad
Airport on November 30, 2021. Out of the claim filed, the
Company received an ad-hoc amount of Rs. 200.00 Lakhs
during the year ended 31 March 2024. The total insurance
claim was subsequently revised to a Rs. 656 lakhs based on
the assessment by the Insurance Company. During the year
ended 31 March 2024, the Company received an additional
amount of Rs. 240.90 Lakhs as full and final settlement from the
insurance Company.
The Company has recognised the expenditure incurred in the
process of replacing the assets lost and renovation of building
which is damaged and the same has been accounted as
Property , Plant and Equipment.
Further, the Company has recognised the loss of Rs. 27.96
lakhs pertaining to loss of property, plant and equipment under
exceptional items in the Statement of Profit and Loss during the
year ended 31 March 2022,
During the year ended 31 March 2024, the Company has
received an amount of Rs. 240.90/- Lakhs as full and final
settlement against the insurance claim out of total revised claim
of Rs. 656 Lakhs. The Company has received Rs. 440.90/- Lakhs
as a total claim from the insurance Company.
47. RATIO ANALYSIS AND ITS ELEMENTS
Ratio
Numerator
Denominator
31 March
2025
31 March
2024
% change
Reason for variance
Current Ratio (in
times)
Total Current Assets
Total Current
Liabilities
9.52
2.26
321.62%
The current ratio improved primarily due
to increase in cash and cash equivalents
from QIP funds raised
Debt-Equity Ratio
(in times)
Total Debt (Current
borrowings and non
current borrowings)
Shareholder’s
Equity
0.03
-
100.00%
The ratio has increased due to increase
in borrowings.
Debt Service
Coverage Ratio
(in times)
Earning for Debt
Service=Net Profit
after taxes+Non-cash
operating expenses
+ Interest + Other
non-cash adjustments
Debt service
= Interest &
Lease Payments
+ Principal
Repayments
18.99
23.28
-18.41%
NA
Return on Equity
Ratio (in %)
Profit for the year less
preference dividend
(if any)
Average
Shareholder’s
Equity
24.55%
33.47%
-26.64%
The decrease is due to increase in
equity from QIP issue
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
185
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
47. RATIO ANALYSIS AND ITS ELEMENTS (Contd.)
Ratio
Numerator
Denominator
31 March
2025
31 March
2024
% change
Reason for variance
Inventory
turnover ratio
(in times)
Cost of goods sold/
Sales
Average Inventory
4.93
1.70
190.57%
Increase in COGS which is
commensurate with the increase in
revenues during the year as resulted in
higher inventory ratio
Trade Receivables
turnover ratio (in
times)
Revenue From
Operations
Average Trade
Receivable
3.40
3.66
-7.05%
NA
Trade payables
turnover (in times)
Cost of material
+Manufacturing
Expenses+ Other
expenses
Average Trade
Payables
25.16
20.27
24.11%
NA
Net capital
turnover ratio (in
times)
Revenue From
Operations
Working capital =
Current assets –
Current liabilities
0.77
1.34
-42.27%
Decrease in ratio is on account of
increase in working capital.
Net profit ratio
(in %)
Profit for the year
Revenue From
Operations
28.25%
30.04%
-5.93%
NA
Return on Capital
employed (in %)
Earnings before
interest and taxes
Capital Employed
= Tangible Net
Worth + Total Debt
+ Deferred Tax
Liability
20.78%
40.56%
-48.75%
The decrease is due to increase in
equity from QIP issue
Return on
Investment*
Income from
Investment
Cost of Investment
NA
NA
NA
NA
*The Company does not have any market linked investments.
48. DIVIDEND PROPOSED AND PAID
Particulars
31 March 2025
31 March 2024
Final Dividend for the Financial Year 2022-23
-
166.81
Final Dividend for the Financial Year 2023-24*
898.28
-
898.28
166.81
*Dividend declared on shares held by the ESOP trust which are
accounted as treasury shares amounting to Rs. 4.63 lakhs are
not recognised as distribution of dividend to shareholders and
has been adjusted to other equity.
The Board of Directors at its meeting on 17 May 2025,
recommended a final dividend of Rs. 2.00 per equity share for
the year ended 31 March 2025. This payment is subject to the
approval of shareholders in the Annual General Meeting (AGM)
to be held in August 2025 and if approved, would result in a net
cash outflow of approximately Rs. 1,805.81 Lakhs.
49.
COMPULSORILY
CONVERTIBLE
DEBENTURES
On 25 November 2021, the Company has made a preferential
allotment of 40,64,267, 10% compulsorily convertible
debentures (CCD) having face value of Rs. 213/- each, for cash,
at an aggregate consideration of Rs. 86,57,65,551. These
CCDs shall be converted into equal number of equity shares
of Rs. 1/- each at a premium of Rs. 212/- with in a period of 18
months from issue date.
The Company has accounted the compulsory convertible
debentures in accordance with Ind AS 109, Financial
Instruments, by considering these instrumensts as compound
financial instruments, comprising of:
1) Interest payments by the Company is treated as a Financial
liability - Borrowings (Note - 18 & 21). The financial liability
measured as the net present value of the discounted cashflows
of interest payments.
2) The holders of the CCDs have the option to convert them into
equity shares of the Company, on or before 18 months from the
issue date. In the event of the CCD holder not exercising the
conversion option before expiry of the 18 months, each CCD
will mandatorily convert into equity shares of the Company at
a face value of Rs. 1 and at a premium of Rs. 212 per share on
24 May 2023. The Company has accounted for the conversion
option in the CCD as equity and presented the same under
"Other Equity" in Note 17. The carrying amount of the equity
instrument is determined by deducting the fair value of the
financial liability from the fair value of the CCDs.
The CCDs have been converted into equity shares of the
Company on 24 May 2023 (Note 16) as per the terms of
the issue.
ZEN TECHNOLOGIES LIMITED
186
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
50. RESEARCH & DEVELOPMENT EXPENSES
The Company has 2 locations where in its in which Research & Development (R&D) is conducted.
Unit - I: B-42 Industrial Estate, Sanath Nagar, Hyderabad - 500018
Unit - II: Signature Towers, Opposite Botanical Garden, Kondapur, Hyderabad - 500084
The R&D expenses for the year are provided below:
Particulars
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
Employee Benefits expense
1,789.46
1,080.14
Electricity Charges
31.27
28.90
Travelling expenses
30.38
40.57
Spares & Stores
669.55
733.29
Consultancy Fee
12.70
75.17
Depreciation
31.88
26.17
Rates &Taxes
0.05
0.06
Repairs & Maintenance
26.84
5.56
Others
34.84
54.33
R&D Expenses for Unit-I
2,626.97
2,044.18
Employee Benefits expense
652.20
513.90
Electricity Charges
12.54
10.02
Depreciation
-
85.70
Repairs & Maintenance
9.49
11.53
Others
-
-
R&D Expenses for Unit-II
674.23
621.16
R&D Expenses for Unit I & Unit II
3,301.20
2,665.34
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
187
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
50. RESEARCH & DEVELOPMENT EXPENSES (Contd.)
The following are the details of the assets related to R & D division.
Unit-1, B-42, Sanath Nagar
Particulars
Gross block
Accumulated depreciation
Net block
As at 01
April 2024
Additions
Sales/
Adjustments
As at 31
March 2025
As at 01
April 2024
Charge for
the year
Sales/
Adjustments
As at 31
March 2025
As at 31
March 2025
As at 31
March 2024
Tangible Assets (A)
1,168.52
116.39
-
1,284.91
590.79
31.88
-
622.66
662.25
577.73
Land
51.50
-
-
51.50
-
-
-
-
51.50
51.50
Building - Sanathnagar
482.29
25.72
-
508.01
104.99
8.43
-
113.41
394.60
377.30
Shed -B42
5.12
-
-
5.12
0.81
0.09
-
0.89
4.23
4.31
Shed - CNC- B 42
10.74
-
-
10.74
0.07
0.36
-
0.43
10.31
10.67
Computers
106.74
-
-
106.74
106.74
-
-
106.74
0.00
0.00
Plant and machinery
213.35
5.40
-
218.75
130.14
9.64
-
139.78
78.97
83.21
Office Equipment
85.56
85.27
-
170.83
84.78
1.43
-
86.21
84.62
0.78
Furniture & fixtures
149.02
-
-
149.02
106.16
10.88
-
117.05
31.97
42.86
Testing Equipment
64.20
-
-
64.20
57.10
1.05
-
58.15
6.05
7.10
INTANGIBLE (B)
907.82
-
-
907.82
907.82
-
-
907.82
0.00
0.00
Software
306.01
-
-
306.01
306.01
-
-
306.01
-
-
Software (RKT)
601.81
-
-
601.81
601.81
-
-
601.81
0.00
0.00
Total (A+B)
2,076.34
116.39
-
2,192.73
1,498.61
31.88
-
1,530.48
662.25
577.73
Unit-2, Signature Towers, Kondapur
Particulars
Gross block
Accumulated depreciation
Net block
As at 01
April 2024
Additions
Sales/
Adjustments
As at 31
March 2025
As at 01
April 2024
Charge for
the year
Sales/
Adjustments
As at
31 March 2025
As at
31March 2025
As at 31
March 2024
Tangible Assets (A)
2,203.59
46.40
-
2,249.99
488.37
94.76
-
583.13
1,666.86
1,715.22
Land
199.15
-
-
199.15
-
-
-
-
199.15
199.15
Building
1,459.39
-
-
1,459.39
140.54
24.32
-
164.86
1,294.53
1,318.85
Computers
99.65
45.56
-
145.21
54.79
34.33
-
89.12
56.09
44.86
Office Equipment
105.70
0.75
-
106.45
99.10
2.13
-
101.23
5.22
6.60
Furniture & fixtures
339.70
0.09
-
339.79
193.94
33.98
-
227.92
111.87
145.76
R&D Total Assets
4,279.93
162.79
-
4,442.72
1,986.98
126.64
-
2,113.61
2,329.11
2,292.95
ZEN TECHNOLOGIES LIMITED
188
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
51. DISCLOSURES PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECTION 186 OF
THE COMPANIES ACT, 2013
Reimbursement of expenses to Subsidiary
Particulars
31 March 2025
31 March 2024
Zen Defence Technologies L.L.C, UAE
Balance at the year end
2.91
2.91
Maximum amount outstanding at any time during the year
2.91
2.91
The advance given to others subsidiaries are in the nature of trade advances against orders for supply of goods & services and hence
not require to disclose as per regulation 53 (f) read with para A of Schedule V of Securities And Exchange Board Of India (Listing
Obligations And Disclosure Requirements) Regulations, 2015.
52. OTHER STATUTORY INFORMATION
(i)
The Company does not hold any Investment Property.
(ii)
The Company has not revalued its property, plant and
equipment and intangible assets during the year.
(iii)
The Company do not have any Benami property, where
any proceeding has been initiated or pending against
the Company for holding any Benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
and rules made thereunder.
(iv) The Company has not been declared as wilful Defaulter by
any bank or financial institution or other lender.
(v)
The Company do not have any transactions with
companies struck off under Section 248 of the Companies
Act, 2013 or Section 560 of Companies Act, 1956.
(vi) The Company do not have any charges or satisfaction
which is yet to be registered with ROC beyond the
statutory period.
(vii) The Company have not advanced or loaned or invested
funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding
that the Intermediary shall:
(a)
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
(b)
provide any guarantee, security or the like to or on
behalf of the Ultimate Beneficiaries.
(viii) The Company have not received any fund from any
person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in
writing or otherwise) that the Company shall:
(a)
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
(b)
provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
(ix) The Company have not traded or invested in Crypto
currency or Virtual Currency during the financial year.
(x)
The Company have not any such transaction which is
not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the
tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the
Income Tax Act, 1961.
(xi) The Company has borrowings and credit limits from banks
and NBFCs, secured by hypothecation of inventories
and by charge on book debts and other assets of the
Company, and quarterly returns or statements of current
assets filed by the Company are in agreement with books
of accounts without any material discrepancies.
53. Previous year figures have been reclassified/regrouped to
confirm to those of current year.
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No. A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
189
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
Independent Auditor's Report
TO THE MEMBERS OF ZEN TECHNOLOGIES LIMITED
Report on the Audit of the Consolidated Financial Statements
OPINION
We have audited the accompanying consolidated financial
statements of ZEN TECHNOLOGIES LIMITED (hereinafter
referred to as the "Holding Company") and its subsidiaries
(the Holding Company, its subsidiaries together referred to
as “the Group”), its associate and joint venture comprising
of the consolidated Balance Sheet as at 31 March 2025,
the consolidated Statement of Profit and Loss (including
Other Comprehensive Income), the consolidated Cash Flow
Statement and the consolidated Statement of Changes in Equity
for the year then ended, and notes to the consolidated financial
statements, including a summary of material accounting
policies and other explanatory information (hereinafter referred
to as the "consolidated financial statements").
In our opinion and to the best of our information and according to
the explanations given to us, and based on the consideration of
reports of the other auditors on separate/consolidated financial
statements of such subsidiaries referred to in the Other Matters
section below the aforesaid consolidated 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 Indian Accounting
Standards prescribed under section 133 of the Act, (“Ind AS”)
and other accounting principles generally accepted in India,
of the consolidated state of affairs of the Group, its associates,
joint ventures as at 31 March 2025, and their consolidated
profit, their consolidated total comprehensive income, their
consolidated cash flows and their consolidated 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 Standards are further described in
the “Auditors’ responsibilities for the audit of the consolidated
financial statements” section of our report. We are independent
of the Group, its associate and its joint venture in accordance
with the ethical requirements that are relevant to our audit of the
consolidated financial statements in terms of the Code of Ethics
issued by the Institute of Chartered Accountants of India and
the relevant provisions of the Act, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
We believe that the audit evidence obtained by us along with
the consideration of reports of the other auditors referred to in
the “Other Matters” section below, is sufficient and appropriate
to provide a basis for our opinion on the consolidated financial
statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgment and based on the consideration of reports of other
auditors on separate/consolidated financial statements of
components audited by them, were of most significance
in our audit of the consolidated financial statements of the
current period. These matters were addressed in the context
of our audit of the consolidated 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 consolidated 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 consolidated financial statements. The
results of our audit procedures performed by us, including
the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
consolidated financial statements.
Key Audit Matters
How our audit addressed the key audit matter
Revenue from operations (As described in Note 25 of the Consolidated Financial Statements)
During the year, the Group’s revenue from operations
increased by 121.36%. Revenue is recognized when
control of the underlying products has been transferred
and the performance obligations have been satisfied.
The terms of sales arrangements create complexity and
require significant judgments relating to identification
of distinct performance obligations, determination of
transaction price of identified performance obligation, the
appropriateness of revenue recognition on satisfaction of
the 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
Our audit procedures included the following:
a)
We have evaluated the appropriateness of the Company’s
accounting policies for revenue recognition and assessed
compliance with relevant accounting standards.
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.
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.
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.
ZEN TECHNOLOGIES LIMITED
190
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
Key Audit Matters
How our audit addressed the key audit matter
e)
Tested on sample basis whether revenue transactions near to
the reporting data 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.
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 if any.
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.
Business Combination (As described in Note 51 of the Consolidated Financial Statements)
As at 31st March 2025, the parent has investments of
Rs. 13,960.09 in Applied Research International Private
Limited, ARI Labs Private Limited and Vector Technics
Private Limited and in one associate, Bhairav Robotics
Private Limited
The Group accounted for the acquisitions under
the acquisition method of accounting for business
combinations. Accordingly, the purchase price was
allocated to the assets acquired (including investments
in subsidiaries and associate) and liabilities assumed
based on their fair values on their respective acquisition
dates.
The determination of such fair values for the purpose
of purchase price allocation was considered to be a key
focus area of our audit as the fair valuation process involves
judgments and estimates such as appropriateness of the
valuation methodology applied and the discount rates
applied to future Cashflows forecasts.
We tested the Design, Implementation and Operating effectiveness
of controls over the purchase price allocation process.
We evaluated the appropriateness of the valuation methodologies
for identified intangibles and reasonableness of the key valuation
assumptions viz. discount rate/contributory asset charge, including
testing the source information underlying the determination of the
discount rate, testing the mathematical accuracy of the calculation,
and developing a range of independent estimates and comparing
those to the discount rate selected by independent valuers and
relied upon by the management.
We evaluated the competencies, capabilities and objectivity of the
independent valuers engaged by the management for value analysis
of tangible and intangible assets.
OTHER INFORMATION
The Holding 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 consolidated 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 Consolidated Financial
Statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our
knowledge obtained in the 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 CONSOLIDATED FINANCIAL STATEMENTS
The Holding Company's Management and 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 consolidated financial statements that give a true and
fair view of the consolidated financial position, consolidated
financial performance including other comprehensive income,
consolidated cash flows and consolidated statement of
changes in equity of the Group including its associate and
Joint venture 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. The respective Board of Directors of the
companies included in the Group including its associate and
Joint venture are responsible for maintenance of adequate
accounting records in accordance with the provisions of the
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
191
Act for safeguarding the assets of the Group 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
consolidated financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud
or error, which have been used for the purpose of preparation
of consolidated financial statements by the Management and
Board of Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the
respective Management and Board of Directors of the
companies included in the Group including its associate and
Joint venture are responsible for assessing the ability of the
Group respective entities to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the
management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
The respective Board of Directors of the Companies included
in the Group and of its associate and Joint venture are
responsible for overseeing the financial reporting process of
the respective entities.
AUDITOR'S
RESPONSIBILITIES
FOR
THE
AUDIT OF THE CONSOLIDATED FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the consolidated 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 consolidated 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
consolidated 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 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on the internal financial controls with reference to
the consolidated financial statements 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 and Board
of Directors.
•
Conclude on the appropriateness of Management and
Board of Directors 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 Group
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 consolidated 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 Group and its associate and
joint venture to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities within the Group and its associate and joint
venture, to express an opinion on the consolidated
financial statements. We are responsible for the direction,
supervision and performance of the audit of the financial
statements of such entities included in the consolidated
financial statements of which we are the independent
auditors. For the other entities included in the consolidated
financial statements, which have been audited by other
auditors, such other auditors remain responsible for the
direction, supervision and performance of the audits
carried out by them. We remain solely responsible for
our audit opinion. Our responsibilities in this regard are
further described in the section titled “Other Matters” in
this audit report.
We communicate with those charged with governance of
the Holding Company and such other entities included in
the consolidated financial statements of which we are the
independent auditors 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 consolidated financial statements
for the financial year ended 31 March 2025 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.
ZEN TECHNOLOGIES LIMITED
192
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
OTHER MATTER
We did not audit the financial statements and other financial information, in respect of Subsidiaries, whose financial information are
as follows:
Sl.
No.
Name of the Company
Year ended
31-03-2025
(Rs. In Lakhs)
1.
Unistring Tech Solutions Pvt Ltd
-
Total Assets
10,521.08
-
Revenue from Operations
2,063.91
-
Net profit/(Loss) (PAT)
3,943.93
-
Net Cash Inflow/ (Outflow)
607.90
2.
Zen Medical Technologies Pvt Ltd
-
Total Assets
40.41
-
Revenue from Operations
-
-
Net profit/(Loss)(PAT)
(2.23)
-
Net Cash Inflow/ (Outflow)
(0.53)
3.
Zen Technologies Inc, USA
-
Total Assets
8,992.48
-
Revenue from Operations
-
-
Net profit/(Loss) (PAT)
(434.71)
-
Net Cash Inflow/ (Outflow)
(40.82)
4.
Aituring Technologies Private Limited
-
Total Assets
856.00
-
Revenue from Operations
5.78
-
Net profit/(Loss) (PAT)
(33.26)
-
Net Cash Inflow/ (Outflow)
(409.90)
5.
Applied Research International Private Limited
-
Total Assets
11,318.51
-
Revenue from Operations
2,222.63
-
Net profit/(Loss) (PAT)
513.51
-
Net Cash Inflow/ (Outflow)
(82.95)
6.
ARI Labs Private Limited
-
Total Assets
510.25
-
Revenue from Operations
1.53
-
Net profit/(Loss) (PAT)
1.86
-
Net Cash Inflow/ (Outflow)
(265.88)
7.
Vector Technics Private Limited
-
Total Assets
585.81
-
Revenue from Operations
19.59
-
Net profit/(Loss) (PAT)
(14.59)
-
Net Cash Inflow/ (Outflow)
89.02
These financial statements and other financial information have been audited by other auditors, whose financial statements, other
financial information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated financial
statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of
sub-section (3) of section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of such
other auditors.
ZEN TECHNOLOGIES LIMITED
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FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
193
The accompanying statement includes the unaudited financials of one subsidiary whose financial information includes details as
follows:
Sl.
No.
Name of the Company
Year ended
31-03-2025
(Rs. In Lakhs)
1
Zen Defence Technologies L.L.C, UAE
-
Total Assets
30.12
-
Revenue from Operations
-
-
Net profit/(Loss)(PAT)
(2.65)
-
Net Cash Inflow/ (Outflow)
(2.65)
Two of these subsidiaries 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 them (Zen
Technologies Inc, USA) have been audited by other auditor
under generally accepted auditing standards applicable in their
respective country and the other (Zen Defence Technologies
L.L.C, UAE) during the current financial year for which audit
is not mandated as per laws governing the country. The
Holding Company’s management has converted the financial
statements of such subsidiaries 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
Holding Company’s management. Our opinion in so far as it
relates to the balances and affairs of such subsidiary located
outside India is based on the report of other auditors and the
conversion adjustments prepared by the management of the
Holding Company and audited by us.
Our opinion above on the consolidated 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 and the financial statements and other financial
information certified by the Management.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1.
As required by Section 143(3) of the Act, based on our
audit and on the consideration of reports of the other
auditors on separate/consolidated financial statements
of such subsidiaries as were audited by other auditors, as
noted in the “Other Matters” paragraph, we report, to the
extent applicable, 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
of the aforesaid consolidated financial statements.
b)
In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
consolidated financial statements have been kept so
far as it appears from our examination of those books
and reports of other auditors.
c)
The Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss including the Statement
of Other Comprehensive Income, the Consolidated
Cash Flow Statement and Consolidated Statement
of Changes in Equity dealt with by this Report are in
agreement with the books of account maintained
for the purpose of preparation of the consolidated
financial statements.
d)
In our opinion, the aforesaid consolidated financial
statements comply with the Indian Accounting
Standards Ind AS specified under Section 133 of
the Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended.
e)
On the basis of the written representations received
from the directors of the Holding Company as on 17
May 2025 taken on record by the Board of Directors
of the Holding Company and the reports of the
statutory auditors who are appointed under Section
139 of the Act, of its subsidiary companies and its
associate company, none of the directors of the
Group’s companies or its associate, incorporated
in India, is disqualified as on 31 March 2025 from
being appointed as a director in terms of Section
164(2) of the Act.
f)
With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Holding Company, its subsidiary companies and
associate company incorporated in India and the
operating effectiveness of such controls, refer to our
separate Report in "Annexure A" to this report.
g)
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 and based on the
consideration of the reports of the other statutory
auditors of the subsidiary companies incorporated
in India which were not audited by us, the managerial
remuneration for the year ended 31 March 2025 has
been paid/provided by the Holding Company and
such subsidiary companies and associate company
to their respective directors is in accordance with
the provisions of section 197 read with Schedule V
to the Act.
h)
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 and based on the consideration of the reports
ZEN TECHNOLOGIES LIMITED
194
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
of the other auditors on separate/ consolidated
financial statements of the subsidiaries as noted in
the “Other Matters” paragraph:
i.
The consolidated financial statements disclose
the impact of pending litigations on its
consolidated financial position of the Group its
associate and joint venture Refer Note 38(a) to
the consolidated financial statements;
ii.
The Group, its associate and joint venture
not required to recognise a provision as at
March 31, 2025 under the applicable law
or accounting standards, as it does not have
any material foreseeable losses on long-term
contracts. The Group, its associate and joint
venture did not have any long-term derivative
contracts as at March 31, 2025.
iii.
There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Holding Company or its subsidiary companies,
associate company incorporated in India the
year ended 31 March 2025.
iv. (a)
The respective managements of the
Holding
Company,
its
subsidiaries
associate and Joint Venture incorporated
in India whose financial statements
have been audited under the Act have
represented to us and other auditors
of such subsidiaries respectively that,
to the best of its knowledge and belief,
other than as disclosed in Note-50 to
the 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 Holding
Company or any of such subsidiaries
or associate or Joint Venture to or in
any other person or entity, 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 respective holding
Company or any of such subsidiaries or
associate ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;
(b)
The respective managements of the
Holding
Company,
its
subsidiaries
associate and Joint Venture incorporated
in India whose financial statements
have been audited under the Act have
represented to us and other auditors
of such subsidiaries respectively that,
to the best of its knowledge and belief,
other than as disclosed in Note-50
to the financial statements, no funds
(which are material either individually or
in the aggregate) have been received
by the respective Holding Company
or any of such subsidiaries or associate
or Joint Venture from any person or
entity, including foreign entity ("Funding
Parties"),
with
the
understanding,
whether recorded in writing or otherwise,
that the Holding Company or any of such
subsidiaries or associate or Joint Venture
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 the audit procedures that
have
been
considered
reasonable
and appropriate in the circumstances
performed by us and that performed by
the auditors of the subsidiaries which are
companies incorporated in India whose
financial statements have been audited
under the Act, nothing has come to our
or other auditor’s notice that has caused
us or the other auditors to believe that the
representations under sub-clause (a) and
(b) contain any material misstatement.
v.
The final dividend paid by the Holding
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 47 to the consolidated
financial statements, Board of Directors of
the Holding 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, performed by the respective auditors
of the subsidiaries and joint venture, which
are companies incorporated in India whose
financial statements have been audited under
the Act, have used accounting software’s for
maintaining their respective books of account
for the financial year ended March 31, 2025
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’s During the course
of performing our procedures, we, and the
respective auditors of such subsidiaries, 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
Holding Company and such subsidiaries and
associate as per the statutory requirements for
record retention.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
195
2.
With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 (the
“Order”/”CARO”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, to be
included in the Auditor’s report, according to the information and explanations given to us, and based on the CARO reports
issued by us for the Holding Company and its subsidiaries included in the Consolidated financial statements of the Company,
to which reporting under CARO is applicable, we report that there are no qualifications or adverse remarks in these CARO
reports.
For RAMASAMY KOTESWARA RAO AND CO LLP
Chartered Accountants
ICAI Firm Registration No.010396S/S200084
Place: Hyderabad
Date: 17 May 2025
Murali Krishna Reddy Telluri
Partner
Membership No. 223022
UDIN:25223022BMJKCP4504
ZEN TECHNOLOGIES LIMITED
196
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
Annexure ‘A’
Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our
report to the Members of Zen Technologies Limited of even date
Report on the Internal Financial Controls under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 (the "Act")
In conjunction with our audit of the consolidated financial
statements of the Company as of and for the year ended March
31, 2025, we have audited the internal financial controls with
reference to financial statements of ZEN TECHNOLOGIES
LIMITED (hereinafter referred to as “the Holding Company")
and its subsidiaries and associate, which are companies
incorporated in India, as of that date.
MANAGEMENT'S
RESPONSIBILITY
FOR
INTERNAL FINANCIAL CONTROLS
The respective Board of Directors of the Holding Company,
its subsidiary companies and associate company, to whom
reporting under clause (i) of sub-section 3 of Section 143 of the
Act in respect of the adequacy of the internal financial controls
with reference to financial statements is applicable, which are
incorporated in India, are responsible for establishing and
maintaining internal financial controls based on internal control
over financial reporting criteria established by the company
considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (“the Guidance Note”) issued by
the Institute of Chartered Accountants of India (“ICAI”).
These responsibilities include the design, implementation
and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to the
respective company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under
the Act.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion on the internal
financial controls over financial reporting with reference to
consolidated financial statements based on our audit. We
conducted our audit in accordance with the Guidance Note
issued by the ICAI and the Standards on Auditing prescribed
under Section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls. Those
Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal
financial controls with reference to these consolidated financial
statements was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system with reference to these consolidated financial
statements and their operating effectiveness. Our audit of
internal financial controls with reference to consolidated
financial statements included obtaining an understanding
of internal financial controls with reference to consolidated
financial statements, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement
of the consolidated financial statements, whether due to fraud
or error.
We believe that the audit evidence we have obtained and the
audit evidence obtained by the other auditors of the relevant
subsidiary companies in terms of their reports referred to in the
Other Matters paragraph below, is sufficient and appropriate to
provide a basis for our audit opinion on the Company's internal
financial controls system with reference to consolidated
financial statements.
MEANING
OF
INTERNAL
FINANCIAL
CONTROLS WITH REFERENCE TO THESE
CONSOLIDATED FINANCIAL STATEMENTS
A company's internal financial controls with reference to
consolidated financial statements is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company's internal financial control with
reference to consolidated financial statements includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of consolidated
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
of the company are being made only in accordance with
authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the
consolidated financial statements.
INHERENT
LIMITATIONS
OF
INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO
CONSOLIDATED FINANCIAL STATEMENTS
Because of the inherent limitations of internal financial controls
with reference to consolidated financial statements, including
the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation
of the internal financial controls with reference to consolidated
financial statements to future periods are subject to the risk that
the internal financial controls with reference to consolidated
financial statements may become inadequate because of
changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
197
OPINION
In our opinion and based on the consideration of reports of the
other auditors on separate/consolidated financial statements of
such subsidiaries which are companies incorporated in India,
have, in all material respects, an adequate internal financial
controls system with reference to consolidated financial
statements and such internal financial controls with reference
to consolidated financial statements were operating effectively
as at 31 March 2025, based on the criteria for internal financial
control over financial reporting criteria established by the
respective companies considering the essential components
of internal control stated in the Guidance Note issued by the
Institute of Chartered Accountants of India.
OTHER MATTERS
Our aforesaid reports under Section 143(3)(i) of the Act on the
adequacy and operating effectiveness of the internal financial
controls over financial reporting with reference to separate/
consolidated financial statements insofar as it relates to six
subsidiary companies, and one associate company which are
companies incorporated in India, is based on the corresponding
reports of the auditors of such companies incorporated in India.
Our opinion is not modified in respect of these matters.
For RAMASAMY KOTESWARA RAO AND CO LLP
Chartered Accountants
ICAI Firm Registration No.010396S/S200084
Place: Hyderabad
Date: 17 May 2025
Murali Krishna Reddy Telluri
Partner
Membership No. 223022
UDIN:25223022BMJKCP4504
ZEN TECHNOLOGIES LIMITED
198
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STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
Sl.
No.
Particulars
Notes
As at 31 Mar 2025
As at 31 Mar 2024
I
ASSETS
(1)
Non-current assets
(a) Property,Plant and Equipment
4A
10,642.97
8,067.37
(b) Capital work-in-progress
4C
355.38
1,006.05
(c) Right-of-use asset
4D
2,451.92
590.00
(d) Goodwill
4E
7,018.06
301.70
(e) Intangible assets
4B
704.00
378.89
(f) Intangible assets under development
4F
370.29
82.29
(g) Financial assets
(i) Investments
5
402.72
-
(ii) Loans
6C
8.97
-
(ii) Other Financial Assets
6A
21,746.13
2,656.00
(h) Deferred Tax Assets(Net)
7
444.53
-
(i) Other non-current assets
8
358.82
133.68
44,503.79
13,215.98
(2)
Current assets
(a) Inventories
9
11,926.75
16,907.87
(b) Financial assets
(i) Trade receivables
10
41,042.67
18,450.15
(ii) Cash and cash equivalents
11
7,415.40
3,670.85
(iii) Bank balances other than (ii) above
12
89,162.41
12,146.50
(iv) Loans
13
243.03
79.94
(v) Other financial assets
6B
4,194.74
999.08
(c) Current Tax Assets (Net)
14
1,292.58
265.49
(d) Other current assets
15
5,120.98
9,314.38
1,60,398.57
61,834.27
Total Assets
2,04,902.36
75,050.25
II
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital
16
902.90
840.44
(b) Other Equity
17
1,69,166.29
44,022.37
Equity attributable to equity holders of the parent
1,70,069.19
44,862.81
(c) Non-controlling interests
17
3,521.82
1,766.36
Total Equity
1,73,591.01
46,629.17
Liabilities
(1)
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings
18
4,020.36
-
(ii)
(a) Lease liabilities
19.1
1,717.42
413.53
(b) Deferred Govt.Grant
19.2
15.00
15.00
(b) Provisions
20
1,116.51
379.53
(c) Deferred Tax Liability
7
-
622.37
(d) Other Non-Current Liabilities
45.00
-
6,914.29
1,430.43
(2)
Current liabilities
(a) Financial Liabilities
(i) Borrowings
21
1,394.81
61.50
(ii) Lease Liabilities
19.1
637.77
128.35
(iii) Trade payables
22
Dues to micro enterprises and small enterprises
1,089.12
2,102.42
Dues to creditors other than micro and small enterprises
1,457.71
1,107.70
(iv) Other Financial liabilities
19.2
10,981.13
2,033.39
(b) Provisions
20
1,985.34
279.53
(c) Other current liabilities
23
6,567.95
20,579.34
(d) Current Tax Liabilities (Net)
24
283.22
698.43
24,397.06
26,990.66
Total Equity and Liabilities
2,04,902.36
75,050.25
Summary of Material Accounting Policies
3
The accompanying notes form an integral part of the consolidated financial statements
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No.A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
Consolidated Balance Sheet
As at 31 March 2025
(All amounts in Indian Rupees in Lakhs, unless otherwise stated)
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
199
Consolidated Statement of Profit and Loss
For the year ended 31 March 2025
(All amounts in Indian Rupees in Lakhs, unless otherwise stated)
Sl.
No.
Particulars
Notes
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
1
Income
Revenue from operations
25
97,364.16
43,985.20
Other Income
26
5,838.55
1,492.26
Total Income
1,03,202.71
45,477.46
2
Expenses
Cost of Materials and Components consumed
27
34,518.85
17,174.68
Changes in inventories of finished goods, work-in-progress and stock-in-trade
28
2,380.83
(5,372.80)
Manufacturing expenses
29
1,573.16
1,066.69
Employee benefits expense
30
8,875.58
5,907.18
Finance Costs
31
1,037.56
228.13
Depreciation and Amortization Expense
32
1,541.37
967.96
Other expenses
33
12,663.36
7,131.14
Total Expenses
62,590.71
27,102.97
3
Profit/(loss) before Share of Profit/(Loss) of Associates and Joint Venture,
exceptional items and tax (1-2)
40,612.01
18,374.49
4
Share of Profit/(Loss) of Associates and Joint Venture
(4.62)
-
5
Profit/(Loss) before exceptional items& Tax (3+4)
40,607.39
18,374.49
6
Exceptional Items
46
-
240.90
7
Profit/(Loss) before tax (5+6)
40,607.39
18,615.39
8
Tax expense
35
(i) Current tax
11,170.59
3,664.93
(ii) Tax relating to earlier years
22.69
(44.68)
(iii) Deferred tax
(519.35)
2,044.70
Total Tax expense
10,673.93
5,664.95
9
Profit for the year (7-8)
29,933.46
12,950.44
10
Other Comprehensive Income
34
Items that will not be reclassified to profit or loss
(117.48)
(41.37)
Income tax relating to items that will not be reclassified to profit or loss
27.47
12.15
Net other comprehensive income not to be reclassified to profit or loss in
subsequent periods
(90.01)
(29.22)
Items that will be reclassified to profit or loss
(223.93)
118.47
Income tax relating to items that will be reclassified to profit or loss
57.33
(34.50)
Net other comprehensive income to be reclassified to profit or loss in
subsequent periods
(166.61)
83.97
Other Comprehensive Income for the year, net of tax
(256.62)
54.75
11
Total Comprehensive Income for the year (9+10)
29,676.84
13,005.19
Profit/(loss) for the year is attributable to:
Equity holders of the parent
28,024.41
12,788.46
Non-Controlling interests
1,909.05
161.98
Other comprehensive income/(loss) is attributable to:
Equity holders of the parent
(252.19)
53.78
Non-Controlling interests
(4.43)
0.97
Total comprehensive income is attributable to:
Equity holders of the parent
27,772.22
12,842.25
Non-Controlling interests
1,904.62
162.95
12
Earning per Share
36
(Face Value of Rs. 1/- Each)
Basic earnings per share (In Rs.)
32.07
15.45
Diluted earnings per share (In Rs.)
32.07
15.34
Summary of Material Accounting Policies
3
The accompanying notes form an integral part of the consolidated financial statements
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No.A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
ZEN TECHNOLOGIES LIMITED
200
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
Particulars
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
A.
Cash Flows from Operating Activities
Net profit before tax
40,607.39
18,615.39
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortization expense
1,541.36
970.14
Share of profit and Loss from Associate & Joint Venture
4.62
-
Profit on Sale of Property,Plant and Equipment
(0.20)
(0.42)
Provision for impairment of investments
-
138.35
Trade payables written back
-
(7.23)
Provision for impairment of investments
-
224.22
Provision for impairment of advances
252.84
-
Provision for Warranty
0.82
-
Expected Credit Loss allowance
165.22
352.34
Other non-cash items
582.17
14.68
Interest Income
(4,860.51)
(1,095.42)
Finance Cost
613.36
156.26
Interest on lease liability
72.76
4.97
Gratuity expense
80.17
57.07
Share based Payment Expenses
191.71
437.69
Foreign Exchange Fluctuation
(247.49)
(51.06)
Operating profit before working capital changes
39,004.22
19,816.98
Changes in Working Capital
(Increase)/Decrease in Trade Receivables
(17,482.76)
(7,738.24)
(Increase)/Decrease in Other financial assets
(1,883.18)
1,949.79
(Increase)/Decrease in Inventories
5,379.50
(12,007.91)
(Increase)/Decrease in Other Current Assets
7,895.98
(6,835.68)
(Increase)/Decrease in Other Non Current Assets
(17,794.62)
(93.15)
(Increase)/Decrease in Short Term Borrowings
(47.92)
-
Increase/(Decrease) in Trade Payables
(3,466.31)
100.00
Increase/(Decrease) in Other financial liabilities
1,850.00
(338.08)
Increase/(Decrease) in Other Current liabilities
(17,791.31)
10,208.02
Increase/(Decrease) in Other Non Current liabilities
45.00
-
Increase/(Decrease) in Provisions
1,319.14
(422.43)
Cash generated from/(used in) operating activities
(2,972.25)
4,639.30
Income tax paid
(11,654.87)
(3,297.57)
Net Cash from/(used in) operating activities (A)
(14,627.12)
1,341.73
B.
Cash flows from Investing Activities
Purchase of property, plant and equipment and CWIP
(3,230.45)
(2,979.09)
Proceeds from sale of Property,Plant and Equipment
1.06
0.47
Loan Repayment
(156.14)
-
Interest received
4,852.24
914.42
Capital Advances
-
(34.59)
Purchase of Investments
(212.53)
-
Acquisition of Subsidiary Net of cash
(6,333.08)
(387.00)
(Increase)/Decrease in Other Bank Balances
(77,223.73)
(6,037.98)
Payments of long term security deposits
(8.83)
-
Net Cash from/(used in) Investing Activities (B)
(82,311.46)
(8,523.77)
C.
Cash flows from Financing Activities
Increase in share capital
-
386.30
Proceeds/(Repayment) of Long term borrowings
4,430.22
(582.31)
Proceeds/(Repayment) of Short term borrowings
(4.97)
7.85
Proceeds from Issue of Shares
98,019.00
-
Purchase of Treasury shares by Zen technologies welfare trust
-
(477.09)
Proceeds from Issue of Employee Stock Options
121.81
-
Dividend paid
(898.27)
(166.81)
Finance costs paid
(505.91)
(229.81)
Amount received towards share warrants
-
750.24
Principal portion of the lease liability
(478.74)
(17.93)
Net Cash from/(used in) Financing Activities (C)
1,00,683.14
(329.55)
Net Increase in cash and cash equivalents (A+B+C)
3,744.55
(7,511.59)
Cash and Cash equivalents at the beginning of the year
3,670.85
11,182.44
Cash and Cash equivalents at the end of the year
7,415.40
3,670.85
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
(All amounts in Indian Rupees in Lakhs, unless otherwise stated)
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
201
Components of Cash and Cash equivalents
Particulars
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
Cash on hand
9.79
9.64
Balances with banks:
- in current Accounts
5,906.36
1,960.92
- in Overdraft Accounts
-
199.26
- In Fixed Deposits with original maturity Less than 3 months
1,499.25
1,501.03
a) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard
(Ind AS-7) - Statement of Cash Flows.
b) Cash and Cash equivalents include following for the Cash flow purpose
Particulars
For the year ended
31 Mar 2025
For the year ended
31 Mar 2024
Cash and Cash Equivalents as per Balance sheet
7,415.40
3,670.85
Less: OD/CC accounts forming part of Cash & Cash Equivalents
-
-
Cash and Cash Equivalents for the Cash flow statement
7,415.40
3,670.85
Summary of Material Accounting Policies - Refer Note 3.
The accompanying notes referred to above form an integral part of the consolidated financial statements
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No. A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
ZEN TECHNOLOGIES LIMITED
202
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
(A) SHARE CAPITAL
Number of shares
Amount (Rs.)
As at 01 April 2023
7,95,10,000
795.10
Issued during the year
45,34,260
45.34
Redeemed/transferred during the year
-
-
As at 31 March 2024
8,40,44,260
840.44
Issued during the year
62,46,096
62.46
Redeemed/transferred during the year
-
-
As at 31 March 2025
9,02,90,356
902.90
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
(All amounts in Indian Rupees in Lakhs, unless otherwise stated)
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
203
(B) OTHER EQUITY (NOTE 17)
Particulars
Reserves and Surplus
Equity Component of
Compound Financial
Instruments
Other Comprehensive Income
Equity
attributable
to the
shareholders
of the holding
Company
Non-
Controlling
interests
Total Equity
Securities
Premium
Capital
Redemption
Reserve
General
Reserve
Retained
Earnings
Share
Warrants
Share
based
payment
reserve
Treasury
shares
Compulsory
Convertible
Debentures (CCD)
Re Measurements
of Defined Benefit
Plans
Foreign
Currency
Translation
Reserve
Balances as at 1 April 2023
2,654.31
117.24
3,525.01
17,615.13
250.08
44.21
(966.13)
7,479.32
35.16
67.72
30,822.05
1,410.82
32,232.87
Profit for the Year
-
-
-
12,788.46
-
-
-
-
-
-
12,788.46
161.98
12,950.44
Amount received on account of allotment of share warrants
-
-
-
-
750.24
-
-
-
-
-
750.24
-
750.24
Issue of equity shares
8,434.29
-
-
-
-
(195.96)
-
-
-
-
8,238.33
-
8,238.33
Allotment of equity Shares pursuant to conversion of share
warrants
-
-
-
-
(1,000.32)
-
-
-
-
-
(1,000.32)
-
(1,000.32)
Issue of Treasury Shares
-
-
-
-
-
-
177.87
-
-
-
177.87
-
177.87
Other Comprehensive income (net of tax)
-
-
-
-
-
-
-
-
(29.22)
(39.52)
(68.74)
-
(68.74)
Dividend paid
-
-
-
(166.81)
-
-
-
-
-
-
(166.81)
-
(166.81)
Share based payment charge on account of options granted
during the year
-
-
-
-
-
437.69
-
-
-
-
437.69
-
437.69
Purchase of treasury shares
-
-
-
-
-
-
(477.09)
-
-
-
(477.09)
-
(477.09)
Addition due to Business Combination
(Refer Note : 51)
-
-
-
-
-
-
-
-
-
-
-
193.56
193.56
Equity component of Compulsorily Convertible Debentures
(CCD) issued
-
-
-
-
-
-
-
(7,479.32)
-
-
(7,479.32)
-
(7,479.32)
Balance as at 31 March 2024
11,088.60
117.24
3,525.01
30,236.79
-
285.94
(1,265.34)
-
5.94
28.20
44,022.37
1,766.36
45,788.73
Balances as at 1 April 2024
11,088.60
117.24
3,525.01
30,236.79
-
285.94
(1,265.34)
-
5.94
28.20
44,022.38
1,766.36
45,788.74
Profit for the Year
-
-
-
28,024.41
-
-
-
-
-
-
28,024.41
1,904.62
29,929.03
Amount received on account of allotment of share warrants
-
-
-
-
-
-
-
-
-
-
-
-
-
Issue of equity shares
97,956.54
-
-
-
-
-
-
-
-
-
97,956.54
-
97,956.54
Allotment of equity Shares pursuant to conversion of share
warrants
-
-
-
-
-
-
-
-
-
-
-
-
-
Issue of Treasury Shares
-
-
-
-
-
-
-
-
-
-
-
-
-
Other Comprehensive income (net of tax)
-
-
-
-
-
-
-
-
(85.58)
(166.61)
(252.19)
-
(252.19)
Dividend paid
-
-
-
(898.27)
-
-
-
-
-
-
(898.27)
-
(898.27)
Share based payment charge on account of options granted
during the year
-
-
-
-
-
15.73
-
-
-
-
15.73
-
15.73
(Purchase)/Issue of treasury shares by the trust during the
year (net)
-
-
-
-
-
-
297.69
-
-
-
297.69
-
297.69
Addition due to Business Combination
-
-
-
-
-
-
-
-
-
-
-
(149.15)
(149.15)
Transfer on account of Exercise of Options
-
-
70.94
-
-
(70.94)
-
-
-
-
-
-
Equity component of Compulsorily Convertible Debentures
(CCD) issued
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance as at 31 March 2025
1,09,045.14
117.24
3,595.94
57,362.93
-
230.73
(967.65)
-
(79.64)
(138.41)
1,69,166.29
3,521.83
1,72,688.11
Summary of Material Accounting Policies
The accompanying notes form an integral part of the standalone financial statements
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No.A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
(All amounts in Indian Rupees in Lakhs, unless otherwise stated)
ZEN TECHNOLOGIES LIMITED
204
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
(All amounts in Indian Rupees in Lakhs, unless otherwise stated)
1. CORPORATE INFORMATION
The consolidated financial statements (CFS) comprise of the
financial statements of Zen Technologies Limited (the Holding
Company) and its subsidiaries and associate companies
(collectively, the Group) for the year ended 31 March 2025.
The Holding Company is a Public Limited Company domiciled in
India and incorporated under the provisions of the Companies
Act, 1956 having corporate office at B-42, Industrial Estate,
Sanathnagar, Hyderabad-500018, Telangana, India. The Equity
Shares of the Holding Company are listed on the Bombay Stock
Exchange Ltd. (BSE) and National Stock Exchange of India Ltd.
(NSE) in India.
The Group is primarily engaged in the design, development
and manufacture of Training Simulators and Anti Drone Systems
for Para-military Forces, Armed Forces, Naval Forces, Security
Forces, Police and Government Departments like Transport,
Mining, Marine and Infrastructure. The group caters to both
domestic and international market. Information on the Group's
structure is provided in Note 2(i).
The consolidated financial statements for the year ended 31
March 2025, were approved by the Board of Directors and
authorised for issue on 17 May 2025.
2.
BASIS
OF
PREPARATION
AND
MEASUREMENT
(i) Statement of compliance & basis for
preparation
The consolidated financial statements of the Group have been
prepared in accordance with Indian Accounting Standards (Ind
AS) as prescribed under Section 133 of Companies Act, 2013,
(the ‘Act’) read with Companies (Indian Accounting Standards)
Rules, 2015 (as amended from time to time) and presentation
requirements of Division II of Schedule III to the Companies Act,
2013, as applicable to the consolidated financial statements
and other relevant provisions of the Act.
The consolidated financial statements have been prepared on
a going concern basis. The accounting policies are applied
consistently to all the periods presented in the consolidated
financial statements except where a newly issued accounting
standard is initially adopted or a revision to an existing
accounting standard requires change in accounting policy
hitherto in use.
Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Company and its subsidiaries as at 31 March
2025. Control is achieved when the Group is exposed, or
has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over investee.
Specifically, the Group controls an investee if and only if the
Group has:
a)
Power over the investee (i.e, existing rights that give it
the current ability to direct the relevant activities of the
investee),
b)
Exposure, or rights, to variable returns from its involvement
with the investee, and
c)
The ability to use its power over the investee to affect its
returns.
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and when
the Group has less than a majority of the voting or similar
rights of an investee, the Group considers all relevant facts
and circumstances in assessing whether it has power over an
investee, including:
a)
The contractual arrangement with the other vote holders
of the investee.
b)
Rights arising from other contractual arrangements.
c)
The Group’s voting rights and potential voting rights.
d)
The size of the group’s holding of voting rights relative to
the size and dispersion of the holdings of the other voting
rights holders.
The Group re-assesses whether or not it controls an investee
if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation
of a subsidiary begins when the Group obtains control over
the subsidiary and ceases when the Group loses control of
the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included
in the consolidated financial statements from the date the
Group gains control until the date the Group ceases to control
the subsidiary.
Consolidated financial statements are prepared using
uniform accounting policies for like transactions and other
events in similar circumstances. If a member of the Group
uses accounting policies other than those adopted in the
consolidated financial statements for like transactions and
events in similar circumstances, appropriate adjustments are
made to that Group member’s financial statements in preparing
the consolidated financial statements to ensure conformity with
the Group’s accounting policies.
The financial statements of all entities used for the purpose
of consolidation are drawn up to same reporting date as that
of the parent Group, i.e., year ended on 31 March. When the
end of the reporting period of the parent is different from
that of a subsidiary, the subsidiary prepares, for consolidation
purposes, additional financial information as of the same date
as the financial statements of the parent to enable the parent to
consolidate the financial information of the subsidiary, unless it
is impracticable to do so.
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Consolidation procedure:
a)
Combine like items of assets, liabilities, equity, income,
expenses and cash flows of the parent with those of its
subsidiaries. For this purpose, income and expenses of
the subsidiary are based on the amounts of the assets
and liabilities recognised in the consolidated financial
statements at the acquisition date.
b)
Offset (eliminate) the carrying amount of the parent’s
investment in each subsidiary and the parent’s portion of
equity of each subsidiary. Business combinations policy
explains how to account for any related goodwill.
c)
Eliminate in full intragroup assets and liabilities, equity,
income, expenses and cash flows relating to transactions
between entities of the group (profits or losses resulting
from intragroup transactions that are recognised in assets,
such as inventory and fixed assets, are eliminated in full).
Intragroup losses may indicate an impairment that requires
recognition in the consolidated financial statements. Ind
AS 12 Income Taxes applies to temporary differences that
arise from the elimination of profits and losses resulting
from intragroup transactions.
d)
Profit or loss and each component of other comprehensive
income (OCI) are attributed to the equity holders of the
parent of the Group and to the non-controlling interests,
even if this results in the non-controlling interests having a
deficit balance.
(ii) Functional and presentation currency
These consolidated financial statements are presented in Indian
Rupees (INR), which is also the Holding Company’s functional
currency. All financial information presented in Indian rupees
have been rounded-off to two decimal places to the nearest
Lakhs unless otherwise stated.
(iii) Basis of measurement
The consolidated financial statements have been prepared on
the historical cost basis except for the following assets and
liabilities which have been measured at fair value:
-
Certain financial assets and liabilities: Measured at
fair value
-
Net defined benefit (asset)/liability: Fair value of plan
assets less present value of defined benefit obligations
-
Borrowings: Amortised cost using effective interest rate
method
(iv) Use of estimates and judgements
The preparation of the consolidated financial statements in
conformity with Ind AS requires the Management to make
estimates, judgments and assumptions. These estimates,
judgments and assumptions affect the application of accounting
policies and reported amounts of revenues and expenses
during the period and the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at
the date of the financial statement. Accounting estimates could
change from period to period. Actual results could differ from
those estimates.
Estimates and underlying assumptions are reviewed by the
Management on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.
Details of group companies included in Consolidated Financial Statements are as under:
Subsidiaries
Country
% Equity Interest
31 March 2025
31 March 2024
Indian Subsidiaries
Unistring Tech Solutions Private Limited
India
51.00%
51.00%
Zen Medical Technologies Pvt Ltd
India
100.00%
100.00%
Aituring Technologies Private Limited
India
51.00%
51.00%
Applied Research International Private Limited
India
100.00%
-
ARI Labs Private Limited
India
100.00%
-
Vector Technics Private Limited
India
51.00%
-
Overseas subsidiary
Zen Technologies USA, INC
USA
100.00%
100.00%
Zen Defence Technologies L.L.C, UAE
UAE
99.00%
99.00%
Overseas step-down subsidiaries
Applied Research International USA Inc.
USA
100.00%
-
Applied Research International (UK) Ltd
UK
100.00%
-
ARI (Applied Research International) Pte. Ltd.
Singapore
100.00%
-
Joint -Ventures
KIC Solutions Co., Ltd
South Korea
50.00%
-
Associates
Bhairav Robotics Private Limited
India
45.33%
-
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Judgements
Information about judgements made in applying accounting
policies that have the most significant effects on the amounts
recognised in the consolidated financial statements is included
in the following notes:
-
Note 3(B): lease classification.
-
Note 3(B): leases: whether an arrangement contains a
lease and lease classification.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties
that have a significant risk of resulting in a material adjustment
within the next financial year are included in the following notes:
-
Note 3(M): measurement of defined benefit obligations:
key actuarial assumptions;
-
Note 3(O): recognition and measurement of provisions
and contingencies: key assumptions about the likelihood
and magnitude of an outflow of resources;
-
Note 3(H): impairment of financial assets;
-
Note 3(N): Recoverability/recognition of deferred tax
assets;
-
Note 3(D): determining an asset’s expected useful life
and the expected residual value at the end of its life.
(v) Measurement of fair values
Accounting polices and disclosures require measurement of
fair value for both financial and non-financial assets.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
-
in the principal market for the asset or liability; or
-
in the absence of a principal market, in the most
advantageous market for the asset or liability.
The principal or the most advantageous market must be
accessible by the Group. The fair value of an asset or a liability
is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that
market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into
account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Group uses valuation techniques that are appropriate in
the circumstances and for which sufficient data is available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
Fair values are categorised into different levels in a fair value
hierarchy based on the inputs used in the valuation techniques
as follows:
Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level
1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from
prices).
Level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the
Group uses observable market data as far as possible. If the
inputs used to measure the fair value of an asset or a liability fall
into different levels of the fair value hierarchy, then the fair value
measurement is categorised in its entirety in the same level of
the fair value hierarchy as the lowest level input that is significant
to the entire measurement.
The Group recognizes transfers between levels of the fair value
hierarchy at the end of the reporting period during which the
change has occurred.
Further information about the assumptions made in the
measuring fair values is included in the following notes:
-
Note 42: Financial instruments
(vi) Current and non-current classification:
The Schedule III to the Act requires assets and liabilities to be
classified as either current or non-current. The Group presents
assets and liabilities in the balance sheet based on current/non-
current classification.
Assets
An asset is classified as a current when it is:
-
it is expected to be realised in, or is intended for sale or
consumption in normal operating cycle;
-
it is expected to be realised within twelve months from
the reporting date;
-
it is held primarily for the purposes of being traded; or
-
is cash or cash equivalent unless it is restricted from being
exchanged or used to settle a liability for at least twelve
months after the reporting date.
All other assets are classified as non current.
Liabilities
A liability is classified as a current when:
-
it expects to settle the liability in its normal operating
cycle;
-
it is due to be settled within twelve months from the
reporting date;
-
it is held primarily for the purposes of being traded;
-
there is no unconditional right to defer settlement of
liability for atleast twelve months from the reporting date.
All other liabilities are classified as non-current.
Deferred tax assets/liabilities are classified as non-current.
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Operating Cycle
Operating cycle is the time between the acquisition of assets
for processing and realisation in cash or cash equivalents. The
group has ascertained its operating cycle as 12 months for the
purpose of current or non-current classification of assets and
liabilities.
3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
A. Business combinations and goodwill
Business combinations are accounted for using the acquisition
method. The cost of an acquisition is measured as the aggregate
of the consideration transferred measured at acquisition date
fair value and the amount of any non-controlling interests
in the acquiree. For each business combination, the Group
elects whether to measure the non-controlling interests in
the acquiree at fair value or at the proportionate share of the
acquiree’s identifiable net assets. Acquisition-related costs are
expensed as incurred.
The Group determines that it has acquired a business when
the acquired set of activities and assets include an input and a
substantive process that together significantly contribute to the
ability to create outputs. The acquired process is considered
substantive if it is critical to the ability to continue producing
outputs, and the inputs acquired include an organised
workforce with the necessary skills, knowledge, or experience
to perform that process or it significantly contributes to the
ability to continue producing outputs and is considered unique
or scarce or cannot be replaced without significant cost, effort,
or delay in the ability to continue producing outputs.
At the acquisition date, the identifiable assets acquired and
the liabilities assumed are recognised at their acquisition date
fair values. For this purpose, the liabilities assumed include
contingent liabilities representing present obligation and they
are measured at their acquisition fair values irrespective of the
fact that outflow of resources embodying economic benefits
is not probable. However, the following assets and liabilities
acquired in a business combination are measured at the basis
indicated below:
a)
Deferred tax assets or liabilities, and the assets or liabilities
related to employee benefit arrangements are recognised
and measured in accordance with Ind AS 12 Income Taxes
and Ind AS 19 Employee Benefits respectively.
b)
Potential tax effects of temporary differences and carry
forwards of an acquiree that exist at the acquisition date
or arise as a result of the acquisition are accounted in
accordance with Ind AS 12.
c)
Liabilities or equity instruments related to share based
payment arrangements of the acquiree or share – based
payments arrangements of the Group entered into to
replace share-based payment arrangements of the
acquiree are measured in accordance with Ind AS 102,
Share-based Payments, at the acquisition date.
d)
Assets (or disposal groups) that are classified as held for
sale in accordance with Ind AS 105 Non-current Assets
Held for Sale and Discontinued Operations are measured
in accordance with that Standard.
e)
Reacquired rights are measured at a value determined on
the basis of the remaining contractual term of the related
contract. Such valuation does not consider potential
renewal of the reacquired right.
When the Group acquires a business, it assesses the financial
assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as at the
acquisition date. This includes the separation of embedded
derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, any previously
held equity interest is re-measured at its acquisition date
fair value and any resulting gain or loss is recognised in the
consolidated statement of profit or loss or OCI, as appropriate.
Any contingent consideration to be transferred by the acquirer
is recognised at fair value at the acquisition date. Contingent
consideration classified as an asset or liability that is a financial
instrument and within the scope of Ind AS 109 Financial
Instruments, is measured at fair value with changes in fair value
recognised in the consolidated statement of profit or loss. If
the contingent consideration is not within the scope of Ind AS
109, it is measured in accordance with the appropriate Ind AS.
Contingent consideration that is classified as equity is not re-
measured at subsequent reporting dates and subsequent its
settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the
aggregate of the consideration transferred and the amount
recognised for non-controlling interests, and any previous
interest held, over the net identifiable assets acquired and
liabilities assumed. If the fair value of the net assets acquired
is in excess of the aggregate consideration transferred, the
Group re-assesses whether it has correctly identified all of the
assets acquired and all of the liabilities assumed and reviews the
procedures used to measure the amounts to be recognised at
the acquisition date. If the reassessment still results in an excess
of the fair value of net assets acquired over the aggregate
consideration transferred, then the gain is recognised in OCI
and accumulated in equity as capital reserve. However, if there
is no clear evidence of bargain purchase, the entity recognises
the gain directly in equity as capital reserve, without routing the
same through OCI.
After initial recognition, goodwill is measured at cost less any
accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is,
from the acquisition date, allocated to each of the Group’s
cash-generating units that are expected to benefit from the
combination, irrespective of whether other assets or liabilities
of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated
is tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired. If the
recoverable amount of the cash generating unit is less than its
carrying amount, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro rata based on the
carrying amount of each asset in the unit. Any impairment loss
for goodwill is recognised in profit or loss. An impairment loss
recognised for goodwill is not reversed in subsequent periods.
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Where goodwill has been allocated to a cash-generating unit
and part of the operation within that unit is disposed of, the
goodwill associated with the disposed operation is included
in the carrying amount of the operation when determining
the gain or loss on disposal. Goodwill disposed in these
circumstances is measured based on the relative values of the
disposed operation and the portion of the cash-generating unit
retained.
If the initial accounting for a business combination is incomplete
by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for
which the accounting is incomplete. Those provisional amounts
are adjusted through goodwill during the measurement period,
or additional assets or liabilities are recognised, to reflect new
information obtained about facts and circumstances that existed
at the acquisition date that, if known, would have affected the
amounts recognized at that date. These adjustments are called
as measurement period adjustments. The measurement period
does not exceed one year from the acquisition date.
B. Leases
The Group assesses at contract inception whether a contract
is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration.
Group as a Lessor
Leases for which the Group is a lessor are classified as a finance
or operating lease. When ever the terms of a lease transfer
substantially all the risks and rewards of ownership to the lessee,
the contract is classified as a finance lease. All other leases are
classified as operating leases. Rental income from operating
leases are recognised on straight line basis over the term of
relevant lease.
Group as a Lessee
The Group applies a single recognition and measurement
approach for all leases, except for short-term leases and leases
of low-value assets. The Group recognises lease liabilities to
make lease payments and right-of-use assets representing the
right to use the underlying assets.
The Group determines the lease term as the non-cancellable
period of a lease, together with both periods covered by an
option to extend the lease if the Group is reasonably certain
to exercise that option; and periods covered by an option
to terminate the lease if the Group is reasonably certain not
to exercise that option. In assessing whether the Group is
reasonably certain to exercise an option to extend a lease,
or not to exercise an option to terminate a lease, it considers
all relevant facts and circumstances that create an economic
incentive for the Group to exercise the option to extend the
lease, or not to exercise the option to terminate the lease. The
Group revises the lease term if there is a change in the non-
cancellable period of a lease.
Right of use asset
The Group recognises right-of-use asset representing its
right to use the underlying asset for the lease term at the
lease commencement date. The cost of the right-of-use asset
measured at inception shall comprise of the amount of the
initial measurement of the lease liability adjusted for any lease
payments made at or before the commencement date less
any lease incentives received, plus any initial direct costs
incurred and an estimate of costs to be incurred by the lessee in
dismantling and removing the underlying asset or restoring the
underlying asset or site on which it is located. The right-of-use
assets is subsequently measured at cost less any accumulated
depreciation, accumulated impairment losses, if any and
adjusted for any remeasurement of the lease liability. The right-
of-use assets is depreciated using the straight-line method
from the commencement date over the shorter of lease term
or useful life of right-of-use asset. The estimated useful lives of
right-of use assets are determined on the same basis as those of
property, plant and equipment. Right-of-use assets are tested
for impairment whenever there is any indication that their
carrying amounts may not be recoverable. Impairment loss, if
any, is recognised in the statement of profit and loss.
Lease Liability
The Group measures the lease liability at present value of
the future lease payments at the commencement date of
the lease. In calculating the present value of lease payments,
the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit
in the lease is not readily determinable.. The lease liability
is subsequently remeasured by increasing the carrying
amount to reflect interest on the lease liability, reducing the
carrying amount to reflect the lease payments made and
remeasuring the carrying amount to reflect any reassessment
or lease modifications or to reflect revised in-substance
fixed lease payments. The Group recognises the amount
of the re-measurement of lease liability due to modification
as an adjustment to the right-of-use asset and statement of
consolidated statement of profit or loss depending upon
the nature of modification. Where the carrying amount of
the right-of-use asset is reduced to zero and there is a further
reduction in the measurement of the lease liability, the Group
recognises any remaining amount of the re-measurement in
statement of consolidated statement of profit or loss.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption
to its short-term leases of buildings, machinery and equipment
(i.e., those leases that have a lease term of 12 months or less
from the commencement date and do not contain a purchase
option). It also applies the lease of low-value assets recognition
exemption to leases of office equipment that are considered to
be low value. Lease payments on short-term leases and leases
of low-value assets are recognised as expense on a straight-line
basis over the lease term.
C. Financial instruments
A financial instrument is any contract that gives rise to a Financial
Asset of one entity and Financial Liability or Equity instrument of
another entity.
Financial assets
i) Initial Recognition and measurement
The Group recognises a financial asset or a financial liability in
its balance sheet when, and only when, it becomes party to the
contractual provisions of the instrument. Financial assets are
classified, at initial recognition, as measured at:
-
Amortised Cost
-
Fair Value through Other Comprehensive Income
(FVTOCI), or
-
Fair Value through Profit or Loss (FVTPL)
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The classification of financial assets at initial recognition
depends on:
(a)
The Group’s business model for managing the financial
assets, and
(b)
The contractual cash flow characteristics of the financial
asset.
Except for trade receivables that do not contain a significant
financing component, financial assets are initially measured
at fair value, plus, in the case of financial assets not at FVTPL,
transaction costs directly attributable to their acquisition.
Trade receivables are initially recognised at the transaction
price as determined in accordance with the Group’s revenue
recognition policy (refer 3(I) – Revenue from Contracts with
Customers).
ii) Classification and subsequent measurement
The subsequent measurement of financial assets depends on
their classification, as follows:
(i) Financial Assets at Amortised Cost
Financial assets are measured at amortised cost if both of the
following conditions are met:
(a)
The asset is held within a business model whose objective
is to hold financial assets in order to collect contractual
cash flows; and
(b)
The contractual terms of the financial asset give rise, on
specified dates, to cash flows that are solely payments
of principal and interest (SPPI) on the principal amount
outstanding.
These assets are subsequently measured at amortised cost using
the effective interest rate (EIR) method, less any impairment loss.
Interest income and impairment are recognised in profit or loss.
(ii) Financial Assets Measured at Fair Value through Other
Comprehensive Income (FVTOCI) – Debt Instruments
Financial assets are classified at FVTOCI when they are held
within a business model whose objective is achieved by both
collecting contractual cash flows and selling the financial
assets, and the SPPI test is met.
Subsequent to initial recognition, these financial assets are
measured at fair value, with changes in fair value recognised
in other comprehensive income (OCI). Upon derecognition,
the cumulative gain or loss recognised in OCI is reclassified to
profit or loss.
(iii) Financial Assets Measured at Fair Value through Other
Comprehensive Income (FVTOCI) – Equity Instruments
For equity investments not held for trading, the Group may make
an irrevocable election at initial recognition to present changes
in fair value in OCI. This election is made on an instrument-by-
instrument basis.
Subsequent changes in fair value are recognised in OCI. Unlike
debt instruments, there is no recycling of cumulative gains or
losses to profit or loss on derecognition. Dividends from such
investments are recognised in profit or loss when the right to
receive payment is established, provided they represent a
return on investment and not a recovery of cost.
(iv) Financial Assets at Fair Value through Profit or Loss
(FVTPL)
Financial assets are classified as FVTPL if they:
(a)
Do not meet the criteria for amortised cost or FVTOCI; or
(b)
Are designated at FVTPL at initial recognition to eliminate
an accounting mismatch.
Subsequent changes in fair value are recognised in profit or
loss.
Reclassification
Financial assets are not reclassified subsequent to their initial
recognition, except when the Group changes its business
model for managing the assets. Any such reclassification is
applied prospectively from the reclassification date; prior
periods are not restated.
SPPI Test
The SPPI test is performed at the instrument level to determine
whether the contractual cash flows represent solely payments
of principal and interest. For this purpose, “interest” is defined
as consideration for the time value of money, credit risk, and
other basic lending risks and costs, along with a profit margin.
Business Model Assessment
The Group’s business model refers to how financial assets are
managed to generate cash flows—whether through collecting
contractual cash flows, selling financial assets, or both. This
assessment is determined at a portfolio level and reflects how
groups of financial assets are collectively managed to achieve a
specific business objective.
iii) De-recognition
A financial asset is derecognised when:
(a)
The contractual rights to receive the cash flows from the
asset have expired, or
(b)
The Group has transferred its contractual rights to receive
the cash flows from the asset, and either:
(i)
it has transferred substantially all the risks and
rewards of ownership of the asset; or
(ii)
it has neither transferred nor retained substantially
all the risks and rewards of ownership, but has
relinquished control of the asset.
If the Group retains substantially all the risks and rewards of
ownership of a transferred financial asset, the asset continues to
be recognised on the balance sheet.
Where the Group neither transfers nor retains substantially all
the risks and rewards of ownership but retains control of the
transferred asset, the asset is recognised to the extent of the
Group’s continuing involvement.
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Financial Liabilities
i) Initial Recognition and measurement
Financial liabilities are classified at initial recognition as:
-
Financial liabilities at fair value through profit or loss
(FVTPL),
-
Financial liabilities measured at amortised cost (e.g., loans
and borrowings, trade and other payables), or
-
Derivatives designated as hedging instruments in an
effective hedge, where applicable.
All financial liabilities are initially recognised at fair value. In
the case of financial liabilities measured at amortised cost,
initial recognition includes transaction costs that are directly
attributable to the issue. The Group’s financial liabilities primarily
include trade and other payables, loans and borrowings,
including bank overdrafts.
ii) Subsequent measurement:
Subsequent to initial recognition, financial liabilities are
measured as follows:
(a) Financial Liabilities at Fair Value through Profit or Loss
(FVTPL)
This category includes:
-
Financial liabilities held for trading (e.g., derivatives not
designated as hedging instruments); and
-
Financial liabilities designated as FVTPL at initial
recognition to eliminate or significantly reduce an
accounting mismatch.
Gains and losses on financial liabilities held for trading are
recognised in the consolidated statement of profit and loss. For
designated liabilities, changes in fair value attributable to the
Group’s own credit risk are recognised in OCI. These amounts
are not subsequently reclassified to profit or loss. All other
changes in fair value are recognised in profit or loss. The Group
has not designated any financial liability as measured at FVTPL.
(b) Financial Liabilities at Amortised Cost
This category includes interest-bearing loans and borrowings
that are subsequently measured using the effective interest
rate (EIR) method. Gains and losses are recognised in profit or
loss upon derecognition or through the amortisation process.
Amortised cost is calculated by considering any premium or
discount on acquisition and fees or costs that are an integral
part of the EIR. The amortisation is recognised under finance
costs in the statement of profit and loss.
iii) Derecognition
A financial liability is derecognised when the obligation under
the liability is discharged, cancelled, or expires. If an existing
financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification
is accounted for as a derecognition of the original liability
and recognition of a new one. The difference in the carrying
amounts is recognised in profit or loss.
iv) Offsetting
Financial assets and financial liabilities are offset and the net
amount reported in the balance sheet if there is a currently and
legally enforceable right to set off the amounts and it intends
either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
v) Compulsorily Convertible Debentures
Compulsorily Convertible Debentures are separated into
liability and equity components based on the terms of the
instrument in accordance with Ind AS 32. At initial recognition:
-
The liability component is measured at the fair value
of a comparable instrument without a conversion
option and classified as a financial liability measured at
amortised cost.
-
The residual amount is allocated to the equity component
and recognised in equity, provided it meets the “fixed-for-
fixed” conversion criterion.
Transaction costs are allocated to liability and equity components
in proportion to their respective initial carrying amounts. The
conversion option is not remeasured subsequently.
vi) Reclassification of financial Instruments
The Group determines classification of financial assets and
liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity
instruments and financial liabilities. For financial assets which
are debt instruments, a reclassification is made only if there is a
change in the business model for managing those assets. If the
Group reclassifies financial assets, it applies the reclassification
prospectively.
D. Property, plant and equipment
i) Recognition and measurement
Property, plant and equipment are stated at historical cost
less accumulated depreciation and impairment losses, if any.
Historical cost includes:
-
Purchase price (net of trade discounts and rebates),
-
Import duties and non-refundable taxes,
-
Directly attributable costs necessary to bring the asset to
its intended working condition for its intended use, and
-
Estimated costs of dismantling, removing the item, and
restoring the site, where an obligation exists (measured at
present value in accordance with Ind AS 37).
Freehold land is not depreciated and is carried at historical cost.
Where significant components of an item of property, plant
and equipment have different useful lives, they are accounted
for separately. If an item of PPE is acquired on deferred credit
terms (i.e. with a significant financing benefit), it is recognised
at its cash price equivalent. The difference between the total
payment and cash price is recognised as interest over the
deferred period.
ii) Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable
that future economic benefits associated with the expenditure
will flow to the Group and the cost can be measured reliably.
All other repairs and maintenance are charged to profit or
loss as incurred. If a component accounted for separately is
replaced, the carrying amount of the replaced component is
derecognised.
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iii) Depreciation
Depreciation is provided on a straight-line basis over the estimated useful lives of the respective assets. The useful lives are
determined in accordance with the manner prescribed under Schedule II to the Companies Act, 2013. Depreciation is charged
from the date the asset is available for use and is calculated on a pro-rata basis for assets acquired or disposed of during the year.
The Group, based on technical evaluation and management judgement, has determined useful lives for certain assets that are
different from those prescribed in Schedule II. These useful lives reflect the period over which the assets are expected to be used
and are reviewed at least annually. Depreciation is not provided on freehold land.
Depreciation on buildings constructed on leasehold land is charged over the shorter of the lease term or the estimated useful life of
the building. For leasehold improvements, depreciation is charged over the shorter of the useful life, typically 10 years, or the lease
term including expected renewals.
Asset category
Useful life as per Schedule II
Management
estimate of useful life
Buildings (Other than Factory buildings)
60 years
60 years
Factory Buildings
30 years
30 years
Plant and equipment
15 years
10-15 years
Furniture and fixtures
10 years
10 years
Motor Vehicles
10 years
10 years
Testing equipment's
10 years
5-10 years
Office equipment's
5 years
5 years
Demo Equipment
5 years
5 years
Computers
- Servers and networks
6 years
6 years
- End user devises such as laptops, etc.
3 years
3 -5 years
iv) Capital Work in Progress (CWIP) and Capital
advances
Capital Work-in-Progress includes tangible assets that are
under construction or development and are not yet ready for
their intended use at the balance sheet date. These include
expenditure incurred on assets that are in the course of
construction, installation, testing, or commissioning. CWIP is
carried at cost, which comprises:
-
directly attributable acquisition and construction costs,
-
borrowing costs eligible for capitalisation under Ind AS
23, and
-
other expenses directly attributable to bringing the asset
to its intended use.
No depreciation is charged on such assets until they are
available for use. Once the asset is ready for its intended use, the
accumulated cost is transferred to the appropriate category of
property, plant and equipment and depreciation commences
from the date the asset is available for use.
Advances paid towards the acquisition of property, plant and
equipment outstanding at each reporting date is disclosed as
capital advances under other noncurrent assets. "
v) Impairment of assets
The Group assesses at each reporting date whether there is any
indication that an asset, or a group of assets (cash-generating
unit), may be impaired in accordance with Ind AS 36. If such
indication exists, the recoverable amount of the asset is
estimated. An impairment loss is recognised when the carrying
amount exceeds the recoverable amount. The recoverable
amount is the higher of:
-
Fair value less costs of disposal, and
-
Value in use (present value of future expected cash flows).
Impairment losses are recognised in the Profit and Loss
Account. Reversal of impairment losses is recognised only if
there has been a change in the estimates used to determine the
recoverable amount.
vi) Derecognition
An item of property, planty and equipment is derecognised on
disposal or when no future economic benefits are expected
from its use or disposal. The gain or loss arising on derecognition
is recognised in the Profit and Loss Account in the period of
derecognition. The gain or loss is measured as the difference
between the net disposal proceeds and the carrying amount
of the asset.
E. Intangible assets
i) Recognition and measurement
Intangible assets are recognised only if:
-
it is probable that the expected future economic benefits
attributable to the asset will flow to the Group, and
-
the cost of the asset can be measured reliably.
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Intangible assets that are acquired separately are initially
measured at cost. The cost comprises the purchase price
and any directly attributable cost of preparing the asset
for its intended use. Internally generated intangible assets,
including research costs, are expensed as incurred, except
for development costs which are capitalised if the recognition
criteria under Ind AS 38 are met.
ii) Subsequent measurement
After initial recognition, intangible assets are carried at cost
less accumulated amortisation and accumulated impairment
losses, if any. Subsequent expenditure is capitalised only when
it enhances the future economic benefits embodied in the
specific asset. All other expenditure is expensed as incurred.
iii) Amortisation
Amortisation of intangible assets is recognised in the
statement of consolidated Profit and Loss Account on a
straight-line basis over the asset’s estimated useful life. The
method and useful life are reviewed at each financial year-
end and adjusted if necessary.
The estimated useful lives are as follows:
-
Software - 3 years
Amortisation begins when the asset is available for use and
continues until the asset is derecognised or fully amortised,
whichever is earlier.
iv) Derecognition
An intangible asset is derecognised on disposal or when no
future economic benefits are expected from its use. Any gain
or loss arising on derecognition of the asset is recognised in the
Profit and Loss account in the period the asset is derecognised.
F. Capital work in progress
Capital work-in-progress is recognized at cost, net of
accumulated impairment loss, if any. It comprises of property,
plant and equipment that are not yet ready for their intended
use at the reporting date.
Depreciation is not recorded on capital work -in-progress until
construction and installation are complete and the asset is ready
for its intended use by the management.
G. Inventories
Inventories consist of raw materials, stores and spares, work-in-
progress and finished goods and are measured at the lower of
cost or net realizable value. However raw materials which are
used in the process of production are not written down below
the cost if the finished goods produced from consumption of
such material are sold at or above the cost.
The cost of all categories of inventories is based on the
weighted average method. Cost includes expenditures
incurred in acquiring the inventories, production or conversion
costs and other costs incurred in bringing them to their existing
location and condition. In the case of finished goods and work-
in-progress, cost includes an appropriate share of overheads
based on normal operating capacity. Net realizable value is the
estimated selling price in the ordinary course of business, less
the estimated costs of completion and selling expenses.
H. Impairment of assets
i) Impairment of financial instruments
The Group recognises loss allowances for expected credit
losses (ECLs) on financial assets measured at amortised cost,
including trade receivables, in accordance with Ind AS 109
– Financial Instruments. At each reporting date, the Group
assesses whether a financial asset is credit-impaired, which
is defined as a situation where one or more events have a
detrimental impact on the estimated future cash flows of the
asset.
Objective evidence of credit impairment includes:
-
significant financial difficulty of the borrower or issuer,
-
breach of contract (e.g., default or delay in payments),
-
high probability of bankruptcy or financial reorganisation
of the borrower,
-
disappearance of an active market due to financial
distress.
ECL measurement
The Group measures expected credit losses (ECLs) on financial
assets based on the extent of credit risk at the reporting date.
For trade receivables, the Group always recognises loss
allowances based on lifetime expected credit losses. This
approach does not require tracking changes in credit risk
after initial recognition. For other financial assets measured at
amortised cost, the Group assesses credit risk at each reporting
date and recognises loss allowances based on either:
-
12-month expected credit losses, if there has not
been a significant increase in credit risk since initial
recognition, or
-
Lifetime expected credit losses, if credit risk has increased
significantly or if the asset is credit-impaired.
The Group evaluates whether credit risk has increased
significantly using reasonable and supportable information,
including forward-looking indicators, historic loss patterns, and
internal risk ratings
Measurement of expected credit losses
ECLs are probability-weighted estimates of credit losses,
calculated as the present value of expected shortfalls between
contractual cash flows and those the Group expects to receive.
Write-off
The gross carrying amount of a financial asset is written off
(either partially or in full) to the extent that there is no realistic
prospect of recovery. This is generally the case when the Group
determines that the debtor does not have assets or sources of
income that could generate sufficient cash flows to repay the
amounts subject to the write‑off. However, financial assets that
are written off could still be subject to enforcement activities in
order to comply with the Group’s procedures for recovery of
amounts due.
Presentation in the balance sheet
Loss allowances for financial assets measured at amortised cost
are deducted from the gross carrying amount of the assets.
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ii) Impairment of Property, Plant and Equipment,
Intangible assets, Goodwill and Right-of-use assets
The Group assesses, at each reporting date, whether there is an
indication that an asset may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the
Group estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or
cash-generating unit’s (CGU) fair value less costs of disposal
and its value in use. The recoverable amount is determined for
an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets
or group’s assets. When the carrying amount of an asset or
CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of
money and the risks specific to the asset. In determining fair
value less costs of disposal, recent market transactions are
taken into account. If no such transactions can be identified,
an appropriate valuation model is used. These calculations
are corroborated by valuation multiples, quoted share prices
for publicly traded companies or other available fair value
indicators.
The Group bases its impairment calculation on detailed budgets
and forecast calculations, which are prepared separately for
each of the Group’s CGUs to which the individual assets are
allocated. These budgets and forecast calculations generally
cover a period of five years. For longer periods, a long-term
growth rate is calculated and applied to project future cash flows
after the fifth year. To estimate cash flow projections beyond
periods covered by the most recent budgets/forecasts, the
Group extrapolates cash flow projections in the budget using
a steady or declining growth rate for subsequent years, unless
an increasing rate can be justified. In any case, this growth rate
does not exceed the long-term average growth rate for the
products, industries, or country or countries in which the Group
operates, or for the market in which the asset is used.
Impairment losses of continuing operations, including provision
on inventories, are recognised in the consolidated statement
of profit and loss, except for properties previously revalued
with the revaluation surplus taken to other comprehensive
income for such properties, the impairment is recognised in
other comprehensive income up to the amount of any previous
revaluation surplus.
For assets excluding goodwill, an assessment is made at each
reporting date to determine whether there is an indication that
previously recognised impairment losses no longer exist or have
decreased. If such indication exists, the Group estimates the
asset’s or CGU’s recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change in
the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The
reversal is limited so that the carrying amount of the asset does
not exceed its recoverable amount, nor exceed the carrying
amount that would have been determined, net of depreciation,
had no impairment loss been recognised for the asset in prior
years. Such reversal is recognised in the consolidated statement
of profit and loss unless the asset is carried at a revalued amount,
in which case, the reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually as at 31 March and
when circumstances indicate that the carrying value may be
impaired.
Impairment is determined for goodwill by assessing the
recoverable amount of each CGU (or group of CGUs) to
which the goodwill relates. When the recoverable amount of
the CGU is less than its carrying amount, an impairment loss is
recognized. Impairment losses relating to goodwill cannot be
reversed in future periods.
I. Revenue from contracts with customers
Revenue from contracts with customers is recognised when
the Group satisfies a performance obligation by transferring
control of a promised good or service to the customer. Control
is transferred when the customer has the ability to direct the use
of and obtain substantially all of the benefits from the good or
service.
Revenue from sale of products
Revenue from the sale of products is recognised at a point in
time when control of the goods is transferred to the customer,
which typically occurs upon delivery in accordance with the
terms of the contract. Indicators of transfer of control include:
-
the Group has transferred the physical possession of the
product
-
the customer has a legal title to the product
-
the customer has accepted the product
-
when the Group has a present right to payment for the
product
-
the significant risks and rewards of ownership of the
product has been transferred to the customer.
Revenue is measured at the transaction price, which is the
amount of consideration the Group expects to be entitled to in
exchange for transfer of goods or services.
Multiple performance obligations
In case where the contracts involve multiple performance
obligations, the Group allocates the transaction price to each
performance obligation on the relative stand-alone selling
price basis. In case of a contract, where separate fee for
Annual Maintenance Contracts (AMC) or any other separately
identifiable component is not stipulated, the Group applies the
recognition criteria to separately identifiable components (sale
of goods and AMC, etc.) of the transaction and allocates the
revenue to those separate components based on stand-alone
selling price.
In cases where the AMC or any other separately identifiable
component is stipulated and price for the same agreed
separately, the Group applies the recognition criteria to
separately identified components (sale of goods and installation
and commissioning, etc.) of the transaction and allocates the
revenue to those separate components based on their stand-
alone selling price.
If the stand-alone selling price is not available the Group
estimates the stand alone selling price.
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Revenue from rendering of services
As outlined above, in cases where contracts include multiple
performance obligations, such as the sale of goods and
Annual Maintenance Contracts (AMC), the transaction price
is allocated to each component based on their relative stand-
alone selling prices.
Revenue attributable to AMC services is recognised over
time, as the customer simultaneously receives and consumes
the benefits of the service throughout the contract period.
The Group applies the output method to measure progress
towards complete satisfaction of the performance obligation,
as the passage of time provides a reliable basis for depicting the
transfer of services to the customer.
Contract Balances
Contract Asset:
In a contract, if the entity performs by transferring goods or
services to a customer before the customer pays consideration
or before payment is due, it shall be presented as a contract
asset, excluding any amounts presented as receivable. A
contract asset is an entity’s right to consideration in exchange
for goods and services that the entity has transferred to the
customer.
A contract asset is initially recognised for revenue earned
from AMC services because the receipt of consideration is
conditional on successful completion of remaining period
of service. Upon completion of the AMC service period and
acceptance by the customer, the amount recognised as
contract assets is reclassified to trade receivables. Contract
assets are subject to impairment assessment. Refer accounting
policies on impairment of financial assets in Note 3(H).
Contract Liability:
If a customer pays consideration, or an entity has a right to an
amount of consideration that is unconditional (i.e a receivable),
before the entity transfers a good or service to the customer,
it shall be presented as a contract liability when the payment
is made or the payment is due (whichever is earlier). Contract
liabilities are recognised as revenue when the group performs
the contract (i.e, transfers control of the related goods or
services to the customer).
Measurement of Trade Receivables
Trade receivables arising from such contracts are recognised at
the transaction price as determined above, consistent with the
Group’s accounting policy on financial assets (Refer Note 3(C)-
Financial Instruments).
J. Recognition of Other income
i) Interest income
Interest Income mainly comprises of interest on Margin
money deposit relating to bank guarantee, Deposits against
Bank Overdraft with banks and other fixed deposits.. Interest
income should be recorded using the effective interest rate
(EIR). However, the amount of margin money deposits relating
to bank guarantee and Over draft are purely current in nature,
hence effective interest rate has not been applied. Interest is
recognized using the time proportion method, based on rates
implicit in the transactions
ii) Export Incentives
The Group receives export incentives which do not fall under
the scope of Ind AS 115 and are accounted for in accordance
with the provisions of Ind AS 20 considering such incentives
as Government Assistance. Accordingly government grant
relating to Income is recognised on accrual basis when the
relevant expense has been charged to consolidated statement
of Profit and Loss.
K. Borrowing cost
Borrowing costs are interest and other costs incurred in
connection with the borrowing of funds. Borrowing costs
directly attributable to acquisition, construction or production
of an asset which necessarily take a substantial period of time to
get ready for their intended use or sale are capitalised as part of
the cost of that asset. Other borrowing costs are recognised as
an expense in the period in which they are incurred.
L. Foreign Currency Transactions and Translation
Transactions in foreign currencies are translated to the
functional currency of the Group at exchange rates at the
dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are
translated into the functional currency at the exchange rate
at that date (closing rate). Non-monetary items denominated
in foreign currencies which are carried at historical cost are
reported using the exchange rate at the date of the transaction.
Exchange differences arising on the settlement of monetary
items or on translating monetary items at rates different from
those at which they were translated on initial recognition during
the period or in previous financial statements are recognized
in the consolidated statement of profit and loss in the period in
which they arise.
The assets and liabilities of the foreign branch are translated
into functional currency at the rate of exchange prevailing at
the reporting date and their statements of profit and loss are
translated at average exchange rates. The exchange differences
arising on translation for consolidation are recognised in other
comprehensive income.
In case of an asset, expense or income where a monetary
advance is paid/received, the date of transaction is the date
on which the advance was initially recognized. If there were
multiple payments or receipts in advance, multiple dates of
transactions are determined for each payment or receipt of
advance consideration.
Group Companies
On consolidation, the assets and liabilities of foreign operations
are translated into INR at the rate of exchange prevailing at
the reporting date and their statements of profit and loss are
translated at exchange rates prevailing at the dates of the
transactions. For practical reasons, the group uses an average
rate to translate income and expense items, if the average
rate approximates the exchange rates at the dates of the
transactions. The exchange differences arising on translation for
consolidation are recognised in OCI. On disposal of a foreign
operation, the component of OCI relating to that particular
foreign operation is recognised in profit and loss.
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Any goodwill arising in the acquisition/business combination of
a foreign operation and any fair value adjustments to the carrying
amounts of assets and liabilities arising on the acquisition are
treated as assets and liabilities of the foreign operation and
translated at the spot rate of exchange at the reporting date.
Any goodwill or fair value adjustments arising in business
combinations/acquisitions, which occurred before the date
of transition to Ind AS (1 April 2015), are treated as assets and
liabilities of the entity rather than as assets and liabilities of the
foreign operation. Therefore, those assets and liabilities are non-
monetary items already expressed in the functional currency of
the parent and no further translation differences occur.
Gain or loss on a subsequent disposal of any foreign operation
excludes translation differences that arose before the date of
transition but includes only translation differences arising after
the transition date.
M. Employee benefits
(i ) Short-term employee benefits
Liabilities for wages and salaries, including non-monetary
benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the
related service are recognised in respect of employees' services
up to the end of the reporting period and are measured on an
undiscounted basis at the amounts expected to be paid when
the liabilities are settled. The liabilities are presented as current
employee benefit obligations in the consolidated balance
sheet.
(ii) Defined contribution plans
A defined contribution plan is a post-employment benefit plan
under which an entity pays fixed contributions into a separate
entity and will have no legal or constructive obligation to
pay further amounts. The Group makes specified monthly
contributions towards Government administered provident
fund scheme and other funds. Obligations for contributions
to defined contribution plans are recognised as an employee
benefit expense in statement of profit and loss in the periods
during which the related services are rendered by employees.
(iii) Defined benefit plans
A defined benefit plan is a post-employment benefit plan
other than a defined contribution plan. The liability or asset
recognised in the balance sheet in respect of defined benefit
plans is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan assets.
The defined benefit obligation is calculated annually by a
qualified actuary using the projected unit credit method.
The present value of the defined benefit obligation is
determined by discounting the estimated future cash outflows
by reference to market yields at the end of the reporting period
on government bonds that have terms approximating to the
terms of the related obligation.
The net interest cost is calculated by applying the discount rate
to the net balance of the defined benefit obligation and the fair
value of plan assets. This cost is included in employee benefit
expense in the consolidated statement of profit and loss.
Remeasurement gains and losses arising from experience
adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other
comprehensive income. They are included in retained earnings
in the consolidated statement of changes in equity and in the
consolidated balance sheet.
Changes in the present value of the defined benefit obligation
resulting from plan amendments or curtailments are recognised
immediately in profit or loss as past service cost.
(iv) Termination benefits
Termination benefits are recognized as an expense when the
Group is demonstrably committed, without realistic possibility
of withdrawal, to a formal detailed plan to either terminate
employment before the normal retirement date, or to provide
termination benefits as a result of an offer made to encourage
voluntary redundancy. Termination benefits for voluntary
redundancies are recognized as an expense if the Group has
made an offer encouraging voluntary redundancy, it is probable
that the offer will be accepted, and the number of acceptances
can be estimated reliably.
(v) Other long-term employee benefits
The Group’s net obligation in respect of other long term
employee benefits is the amount of future benefit that
employees have earned in return for their service in the current
and previous periods. That benefit is discounted to determine
its present value. Re-measurements are recognized in the
consolidated statement of profit and loss in the period in which
they arise.
(vi) Employee Share Based Payments
Equity Settled Transactions
The Group provides share-based payment benefits to
employees through stock option plans governed by employee
stock option schemes.
Equity-settled share-based payments are accounted for in
accordance with Ind AS 102 – Share-Based Payment. The fair
value of stock options granted is determined on the grant date
using an appropriate option pricing model (such as the Black-
Scholes model) and is recognised as an employee benefit
expense in the consolidated statement of profit and loss over
the vesting period, with a corresponding credit to Share-Based
Payment Reserve under equity.
The expense is recognised based on the Group’s estimate of
the number of equity instruments that will ultimately vest. This
estimate is revised at each reporting date, and any impact of the
revision is recognised in the consolidated statement of profit
and loss, with a corresponding adjustment to equity.
If the terms of an equity-settled award are modified, the
incremental fair value, if any, is recognised over the remaining
vesting period. In case of forfeiture (i.e., if the employee leaves
before vesting), the cumulative expense recognised is reversed
in the consolidated statement of profit and loss. If the options
lapse or expire unexercised after vesting, the corresponding
balance in Share-Based Payment Reserve is transferred within
equity (e.g., to Retained Earnings or General Reserve).
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ESOP Trust and Treasury Shares
The Group has formed an Employee Welfare Trust (EWT) for
providing share-based payment to its employees. The Group
uses EWT as a vehicle for distributing shares to employees
under the Employee Stock Option Plan-2021. The EWT
purchase shares of the Holding Company from the secondary
market, for giving shares to employees. The Group treats EWT
as its extension and shares held by EWT are treated as treasury
shares.
Own equity instruments that are re-acquired (treasury shares)
are recognised at cost and deducted from other equity. No gain
or loss is recognised on the purchase, sale, issue, or cancellation
of the Group’s own equity instruments. Share options whenever
exercised, would be settled from such treasury shares. Any
difference between the carrying amount and the consideration,
if reissued/sold, is recognised in other equity (General Reserve).
N. Income Taxes
Taxes comprises Current Tax, Deferred tax and MAT credit. It is
recognised in profit or loss except to the extent that it relates to
an item recognised directly in equity or in other comprehensive
income. The Group recognises interest levied and penalties
relating to income tax assessments in interest expenses.
(i) Current tax
Current tax comprises the expected tax payable or receivable
on the taxable income or loss for the year and any adjustment
to the tax payable or receivable in respect of previous years.
The amount of current tax reflects the best estimate of the tax
amount expected to be paid or received after considering the
uncertainty, if any, related to income taxes. It is measured using
tax rates (and tax laws) enacted or substantively enacted by the
reporting date.
Management periodically evaluates positions taken in the
tax returns with respect to situations in which applicable
tax regulations are subject to interpretations and considers
whether it is probable that a taxation authority will accept an
uncertain tax treatment.
Current tax assets and current tax liabilities are offset only if
there is a legally enforceable right to set off the recognised
amounts, and it is intended to realise the asset and settle the
liability on a net basis or simultaneously.
(ii) Deferred tax
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the corresponding amounts
used for taxation purposes. Deferred tax is not recognised for:
-
temporary differences arising on the initial recognition of
assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor
taxable profit or loss at the time of the transaction; and
-
temporary differences related to investments in
subsidiaries to the extent that the Group is able to
control the timing of the reversal of the temporary
differences and it is probable that they will not reverse in
the foreseeable future;
Deferred tax assets are recognised for deductible temporary
differences, the carry forwards of unused tax credits and unused
tax losses. Deferred tax assets are recognised to the extent that
it is probable that future taxable profits will be available against
which they can be used. The existence of unused tax losses is
strong evidence that future taxable profit may not be available.
Therefore, in case of a history of recent losses, the Group
recognises a deferred tax asset only to the extent that it has
sufficient taxable temporary differences or there is convincing
other evidence that sufficient taxable profit will be available
against which such deferred tax asset can be realised. Deferred
tax assets – unrecognised or recognised, are reviewed at each
reporting date and are recognised/reduced to the extent that
it is probable/no longer probable respectively that the related
tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to
apply to the period when the asset is realised or the liability
is settled, based on the laws that have been enacted or
substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences
that would follow from the manner in which the Group expects,
at the reporting date, to recover or settle the carrying amount
of its assets and liabilities.
The Group offsets deferred tax assets and deferred tax liabilities
if and only if it has a legally enforceable right to set off current
tax assets and current tax liabilities and the deferred tax assets
and deferred tax liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or
different taxable entities which intend either to settle current
tax liabilities and assets on a net basis, or to realise the assets
and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.
(iii) Minimum Alternate Tax (MAT) Credit
Minimum alternate tax (MAT) credit is recognised in accordance
with tax laws in India as an asset only when and to the extent
there is convincing evidence that the Group will pay normal
income tax during the specified period. The Group reviews the
MAT credit at each balance sheet date and writes down the
carrying amount of MAT credit entitlement to the extent there is
no longer convincing evidence to the effect that the Group will
pay normal income tax during the specified period.
O. Provision, contingent liabilities and
contingent assets
Provision
A provision is recognised if, as a result of a past event, the
Group has a present legal or constructive obligation that can
be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future
cash flows (representing the best estimate of the expenditure
required to settle the present obligation at the balance sheet
date) at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability.
The unwinding of the discount is recognised under finance
costs. Expected future operating losses are not provided for.
Provision in respect of loss contingencies relating to claims,
litigations, assessments, fines and penalties are recognised
when it is probable that a liability has been incurred and the
amount can be estimated reliably.
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Contingent liabilities and contingent assets:
A contingent liability exists when there is a possible but
not probable obligation, or a present obligation that may,
but probably will not, require an outflow of resources, or
a present obligation whose amount cannot be estimated
reliably. Contingent liabilities do not warrant provisions, but
are disclosed unless the possibility of outflow of resources
is remote.
Contingent assets are not recognised in financial statement.
However, when the realisation of income is virtually certain,
then the related asset is no longer a contingent asset, but it is
recognised as an asset.
Contingent Liabilities/Assets to the extent the Management
is aware, are disclosed by way of notes to the consolidated
financial statements.
P. Government Grants
Grants & Subsidies received from the Governments are
recognised only when there is reasonable assurance that:
a.
The Group will comply with the conditions attached to the
grant
b.
There is a reasonable certainty that the grant will be
received.
Government grants related to assets are treated as deferred
income and are recognized in net profit in the consolidated
statement of profit and loss on a systematic and rational basis
over the useful life of the asset. Government grants related to
revenue are recognized on a systematic basis in net profit in
the consolidated statement of profit and loss over the periods
necessary to match them with the related costs which they are
intended to compensate.
When loans or similar assistance are provided by Governments
or related institutions, with an interest rate below the current
applicable market rate, the effect of this favourable interest is
regarded as a Government grant. The loan or assistance is initially
recognized and measured at fair value and the Government
grant is measured as the difference between the fair value of the
loan and the proceeds received. It is recognized as deferred
income and released to consolidated statement of profit and
loss in proportionate over the loan tenure and presented within
other income. The loan is subsequently measured as per the
accounting policy applicable to financial liabilities.
Q. Earnings per share
Basic Earnings Per Share (‘EPS’) is computed by dividing the net
profit attributable to the equity shareholders by the weighted
average number of equity shares outstanding during the period
excluding the treasury shares in accordance with Ind AS 33,
Earnings Per Share.
Diluted earnings per share is computed by dividing the net
profit by the weighted average number of equity shares
considered for deriving basic earnings per share and also the
weighted average number of equity shares that could have
been issued upon conversion of all dilutive potential equity
shares. Dilutive potential equity shares are deemed converted
as of the beginning of the year, unless issued at a later date. In
computing diluted earnings per share, only potential equity
shares that are dilutive and that either reduces earnings per
share or increases loss per share are included. The number
of shares and potentially dilutive equity shares are adjusted
retrospectively for all periods presented for the share splits.
R. Statement of cash flow
Cash flows are reported using the indirect method, whereby
net profit/(loss) before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or
accruals of past or future cash receipts or payments and item
of income or expenses associated with investing or financing
cash flows. The cash flows from regular revenue generating
(operating activities), investing and financing activities of the
Group are segregated. The Group considers all highly liquid
investments that are readily convertible to known amounts
of cash and are subject to an insignificant risk of changes in
value to be cash equivalents.
S. Cash and cash equivalents
For the purpose of presentation in the statement of cash flows,
cash and cash equivalents includes cash on hand, deposits held
at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.
Bank overdrafts and Cash Credit that are repayable on demand
and form an integral part of our cash management are included
as a component of cash and cash equivalents for the purpose
of the statement of cash flows. Whereas they are classified as
borrowings under current liabilities in the balance sheet.
T. Research and Development Costs (Product
Development)
Research expenditure is recognized as an expense when it is
incurred. Development expenditure on an individual project
are recognised as an intangible asset when the Group can
demonstrate:
a)
The technical feasibility of completing the intangible asset
so that the asset will be available for use or sale.
b)
Its intention to complete and its ability and intention to use
or sell the product.
c)
How the asset will generate future economic benefits
d)
The availability of resources to complete the asset
e)
The ability to measure reliably the expenditure during
development.
Expenditure on development which does not meet the criteria
for recognition as an intangible asset is recognized as an
expense when it is incurred.
Items of property, plant and equipment and acquired Intangible
Assets utilized for Research and Development are capitalized
and depreciated in accordance with the policies stated for
Property, Plant and Equipment and Intangible Assets.
U. Events after reporting date
Where events occurring after the balance sheet date provide
evidence of conditions that existed at the end of the reporting
period, the impact of such events is adjusted within the financial
statements. Otherwise, events after the balance sheet date of
material size or nature are only disclosed.
ZEN TECHNOLOGIES LIMITED
218
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
V. Treasury Shares
The Group has formed an Employee Welfare Trust (EWT) for
providing share-based payment to its employees. The Group
uses EWT as a vehicle for distributing shares to employees
under the Employee Stock Option Plan-2021. The EWT
purchase shares of the Holding Group from the secondary
market, for giving shares to employees. The Group treats
EWT as its extension and shares held by EWT are treated as
treasury shares.
Own equity instruments that are re-acquired (treasury shares)
are recognised at cost and deducted from other equity. No
gain or loss is recognised on the purchase, sale, issue, or
cancellation of the Group’s own equity instruments. Share
options whenever exercised, would be settled from such
treasury shares.Any difference between the carrying amount
and the consideration,if reissued/sold, is recognised in other
equity (General Reserve).
X. Cash Dividend to Equity Holders
The Group recognises a liability to make cash distributions to
equity holders of the Group when the distribution is authorised
and the distribution is no longer at the discretion of the Group.
As per the corporate laws in India, a distribution is authorised
when it is approved by the shareholders. A corresponding
amount is recognised directly in other equity.
Y. Errors and Estimates
The Group revises it’s accounting policies if the change
is required due to a change in Ind AS or if the change will
provide more relevant and reliable information to the
users of the consolidated financial statements. Changes in
accounting policies are applied retrospectively, unless it is
impracticable to apply.
A change in an accounting estimate that results in changes
in the carrying amounts of recognised assets or liabilities or
to statement of profit and loss is applied prospectively in the
period(s) of change.
Z. Recent pronouncements
Ministry of Corporate Affairs (‘MCA’) notifies new standards
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time.
For the year ended 31st March, 2025, MCA has not notified
any new standards or amendments to the existing standards
applicable to the Company.
ZEN TECHNOLOGIES LIMITED
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
219
Notes to Consolidated Financials Statements
for the year ended 31 March 2025
(All amounts in Indian Rupees in Lakhs, unless otherwise stated)
4A. PROPERTY PLANT AND EQUIPMENT
Particulars
Land
Building
Computers
Plant &
Machinery
Office
Equipment
Testing
Equipment
Shed
Demo
Equipment
Furniture &
Fixtures
Vehicles
Total
Cost
As at 01 April 2023
648.95
5,564.31
763.31
350.68
701.07
418.93
-
1,101.48
676.53
369.99
10,595.27
Additions during the year
-
335.30
374.09
317.06
35.15
590.41
10.74
322.97
69.77
23.24
2,078.74
Deletions/adjustments
-
-
-
-
-
-
-
(38.55)
-
(15.71)
(54.26)
As at 31 March 2024
648.95
5,899.61
1,137.41
667.75
736.22
1,009.34
10.74
1,385.91
746.31
377.52
12,619.75
Asset acquired of subsidiary
-
-
152.14
128.03
414.26
-
-
57.20
154.71
42.00
948.33
Additions during the year
-
1,635.11
292.77
546.27
174.08
6.75
-
584.24
41.96
129.59
3,410.77
Deletions/adjustments
-
-
-
(74.40)
(0.93)
-
-
-
-
(27.69)
(103.02)
As at 31 March 2025
648.95
7,534.72
1,582.32
1,267.64
1,323.63
1,016.09
10.74
2,027.34
942.97
521.43
16,875.84
Accumulated Depreciation
As at 01 April 2023
-
1,308.67
575.94
221.83
575.17
105.59
-
369.82
376.76
262.76
3,796.55
For the Year
-
135.32
159.43
25.80
39.11
110.57
0.07
221.22
57.74
30.06
779.31
Deletions/adjustments
-
-
-
-
-
-
-
(7.82)
-
(15.66)
(23.48)
As at 31 March 2024
-
1,443.99
735.37
247.63
614.28
216.16
0.07
583.22
434.50
277.16
4,552.37
Accumulated depreciation of Subsidiary
acquired during the year
-
-
116.68
27.85
242.53
-
-
39.32
90.08
39.32
555.76
For the Year
-
162.60
279.00
62.28
91.05
181.10
0.36
245.91
83.78
29.58
1,135.66
Deletions/adjustments
-
-
-
(2.56)
(0.03)
-
-
-
-
(8.33)
(10.93)
As at 31 March 2025
-
1,606.60
1,131.05
335.19
947.83
397.26
0.43
868.45
608.35
337.72
6,232.86
Carrying Value
As at 31 March 2024
648.95
4,455.62
402.04
420.12
121.95
793.18
10.67
802.69
311.80
100.36
8,067.38
As at 31 March 2025
648.95
5,928.12
451.26
932.45
375.81
618.83
10.31
1,158.89
334.62
183.70
10,642.97
ZEN TECHNOLOGIES LIMITED
220
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2024-25
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
4B. INTANGIBLE ASSETS
Particulars
Computer
Software
Other
Intangible Assets
Total
Cost
As at 01 April 2023
1,071.16
696.02
1,767.18
Additions during the year
12.75
-
12.75
Deletions/adjustments
-
-
-
As at 31 March 2024
1,083.91
696.02
1,779.93
Acquired thorugh Subsidiaries
396.49
-
396.49
Additions during the year
267.96
-
267.96
Deletions/adjustments
-
-
-
As at 31 March 2025
1,748.36
696.02
2,444.38
Accumulated Amortization
As at 01 April 2023
1,048.63
271.35
1,319.98
For the Year
11.26
69.79
81.06
Deletions/adjustments
-
-
-
As at 31 March 2024
1,059.89
341.14
1,401.04
Accumulated Amortization of Subsidiary acquired during the year
253.79
-
253.79
For the Year
15.95
69.60
85.55
Deletions/adjustments
-
-
-
As at 31 March 2025
1,329.63
410.75
1,740.38
Carrying Value
As at 31 March 2024
24.02
354.88
378.89
As at 31 March 2025
418.73
285.27
704.00
4C. CAPITAL WORK-IN-PROGRESS
Particulars
31 Mar 2025
31 Mar 2024
Opening Balance
1,006.05
191.73
Add: Additions during the year
797.02
1,244.52
Less: Capitalisations during the year
(1,447.69)
(430.20)
Closing Balance
355.38
1,006.05
Ageing Schedule of Capital work-in-progress:
Particulars
Amount in CWIP for a period of
Total
<1 year
1-2 years
2-3 years
> 3 years
As at 31 March 2025
- Projects in progress
355.38
-
-
-
355.38
- Projects temporarily suspended
-
-
-
-
-
As at 31 March 2024
- Projects in progress
1,006.05
-
-
-
1,006.05
- Projects temporarily suspended
-
-
-
-
-
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
221
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
4D. RIGHT-OF-USE ASSETS
The Group’s lease assets consists of leases of land and buildings and vehicle having the various lease terms. Accordingly, the Group
has adopted IND AS 116 “Leases” to all lease contracts
Particulars
Right-of-use assets
Total
Gross Block
As at 01 April 2023
214.15
214.15
Additions during the year
535.96
535.96
Deletions/adjustments
-
-
As at 31 March 2024
750.11
750.11
Acquired thorugh Subsidiaries
1,643.10
1,643.10
Additions during the year
1,194.51
1,194.51
Deletions/adjustments
-
-
As at 31 March 2025
3,587.72
3,587.72
Depreciation
As at 01 April 2023
51.43
51.43
For the Year
108.68
108.68
Deletions/adjustments
-
-
As at 31 March 2024
160.12
160.12
Accumulated Depreciation of Subsidiary acquired during the year
656.68
656.68
For the Year
319.01
319.01
Deletions/adjustments
-
-
As at 31 March 2025
1,135.80
1,135.80
Net Block
As at 31 March 2024
590.00
590.00
As at 31 March 2025
2,451.92
2,451.92
The following amounts related to Right-of-use assets were recognised in the statement of profit
or loss:
Particulars
31 March 2025
31 March 2024
Interest expense
141.70
7.69
Depreciation expense
319.01
108.68
Total
460.71
116.37
The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.
4E. GOODWILL
Particulars
31 March 2025
31 March 2024
Opening balance
301.70
115.80
Add: Acquisition of subsidiaries
6,716.36
185.90
Closing balance
7,018.06
301.70
4F. INTANGIBLE ASSETS UNDER DEVELOPMENT
Particulars
Total
As at 01 April 2023
Additions during the year
82.29
Capitalisation/adjustments
-
As at 31 March 2024
82.29
Additions during the year
288.00
Capitalisation/adjustments
-
As at 31 March 2025
370.29
ZEN TECHNOLOGIES LIMITED
222
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
4F. INTANGIBLE ASSETS UNDER DEVELOPMENT (Contd.)
Ageing Schedule of Intangible assets under development
Particulars
< 1 year
1-2 years
2-3 years
> 3 years
Total
As at 31 March 2025
- Projects in progress
288.00
82.29
-
-
370.29
- Projects temporarily suspended
-
-
-
-
-
As at 31 March 2024
- Projects in progress
82.29
-
-
-
82.29
- Projects temporarily suspended
-
-
-
-
-
5. INVESTMENTS (NON CURRENT)
Particulars
31 March 2025
31 March 2024
Investment Accounted using Equity Method:
Investment in associates (unquoted) measured at cost
403.54
-
Add: Profit/(loss) accounted on equity method
(0.82)
-
Investment in Others:
17,500 (31 Mar 2024 - 17,500) Equity shares and 2,139 (31 Mar
2024 - 2,139) Class Seed Preferred shares of Paladin AI INC.
224.22
224.22
Less: Provision for Impairment of Investments (Refer Note 33)
(224.22)
(224.22)
402.72
-
6. OTHER FINANCIAL ASSETS
6A. Other financial assets (Non-current)
Particulars
31 March 2025
31 March 2024
Unsecured, Considered good
Security Deposits
67.62
61.64
Deposits with government, public bodies and others
14.50
14.31
Bank Deposits maturity more than 12 Months
21,538.58
2,280.25
Others
125.43
46.96
Advance for acquisition for shares
252.84
252.84
Less: Provision for Advances towards investment (Refer Note 33)
(252.84)
-
21,746.13
2,656.00
6B. Other Financial assets (Current)
Particulars
31 March 2025
31 March 2024
Unsecured, Considered good
Accrued Income but not due
1,110.64
818.09
Interest accrued but not due on deposits
1,550.50
180.99
Other Deposits
1,533.60
-
4,194.74
999.08
Note: Refer Note 42 for classification of financial instruments.
6C. Loans
Particulars
31 March 2025
31 March 2024
Advances to Employees
8.97
-
8.97
-
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
223
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
7. DEFERRED TAX ASSETS/LIABILITY (NET)
Particulars
31 March 2025
31 March 2024
Deferred Tax Asset
Deferred Tax Asset on Gratuity
(292.41)
(72.34)
Deferred Tax Asset on Leases
34.06
(2.75)
Deferred Tax on Borrowings
(20.83)
-
Deferred Tax on Security Deposit
(69.21)
-
Deferred Tax on Trade Receivables
(66.80)
-
Deferred Tax on Provision for expenses
(362.00)
-
Deferred Tax on brought forward losses
(92.74)
-
Deferred Tax Liability
Accelerated depreciation for tax purposes
613.38
719.78
On Other comprehensive income
(188.00)
(22.33)
Others
-
-
Net Deferred tax (Asset)/Liability
(444.53)
622.37
Note: Refer Note 35 for further details.
8. OTHER NON CURRENT ASSETS
Particulars
31 March 2025
31 March 2024
Prepaid expenses#
104.17
62.11
Capital Advances
6.13
6.13
Others##
248.52
65.44
358.82
133.68
# represents amounts paid in advance for the expenses that are not yet incurred as of the end of the financial year.
## Includes amounts paid under protest to tax authorities amounting to Rs. 124.00 Lakhs (31 March 2024: Rs. Nil)
9. INVENTORIES
Particulars
31 March 2025
31 March 2024
Raw material
4,835.99
8,252.54
Work in progress
5,721.01
8,636.34
Finished Goods
649.74
19.00
Stock-in-trade
720.02
-
11,926.75
16,907.87
For details of hypothecation of inventory, refer Note 21.
10. TRADE RECEIVABLES
Particulars
31 March 2025
31 March 2024
Unsecured, considered good
Trade Receivables
41,282.35
18,802.49
Less: Provision for expected credit losses
(239.68)
(352.34)
41,042.67
18,450.15
ZEN TECHNOLOGIES LIMITED
224
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
10. TRADE RECEIVABLES (Contd.)
Note:
-
Receivables do not include any amount due and recoverable from directors or other officers of the Holding Company, or
Companies under the same management.
-
Trade Receivables are Non Interest Bearing.
-
For details of hypothecation of trade receivables, refer Note No 21.
Ageing Schedule of Trade receivables:
As at 31 March 2025
Particulars
Not Due
Outstanding for the following periods from the due date of payment
<6 months
6 months
-1 year
1-2
years
2-3
years
> 3 years
Total
(i)
Undisputed Trade receivables -
considered good
13,056.54
14,166.88
12,879.76
847.30
161.27
157.08
41,268.83
(ii)
Undisputed Trade Receivables
- which have significant
increase in credit risk
-
-
-
-
-
-
-
(iii)
Undisputed Trade Receivables
- Credit Impaired
-
-
-
-
-
-
-
13,056.54
14,166.88
12,879.76
847.30
161.27
157.08
41,268.83
Less: Provision for expected credit
losses
(239.68)
Add: Unbilled Revenue
13.52
Total
41,042.67
As at 31 March 2024
Particulars
Not Due
Outstanding for the following periods from the due date of payment
<6 months
6 months
-1 year
1-2
years
2-3
years
> 3 years
Total
(i)
Undisputed Trade receivables
-considered good
12,444.77
3,190.54
2,414.38
275.86
399.20
77.73
18,802.49
(ii)
Undisputed Trade Receivables
-which have significant
increase in credit risk
-
-
-
-
-
-
-
(iii)
Undisputed Trade Receivables
- Credit Impaired
-
-
-
-
-
-
-
12,444.77
3,190.54
2,414.38
275.86
399.20
77.73
18,802.49
Less: Provision for expected credit
losses
(352.34)
Add: Unbilled Revenue
-
Total
18,450.15
11. CASH AND CASH EQUIVALENTS
Particulars
31 March 2025
31 March 2024
Cash on hand
9.79
9.64
Balances with banks:
- In current accounts
5,906.36
1,960.92
- In Overdraft accounts
-
199.26
- In Fixed Deposits with original maturity Less than 3 months
1,499.25
1,501.03
7,415.40
3,670.85
Note:
-
There is no restriction with regard to cash and cash equivalents as at the end of 31 March 2025 and 31 March 2024.
-
Refer Note 42 for Classification of financial instruments.
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
225
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
12. OTHER BANK BALANCES
Particulars
31 March 2025
31 March 2024
Balances with banks for unclaimed dividend
8.10
6.45
Fixed Deposits with original maturity More than 3 months &
Less than 12 months
76,850.73
5,320.93
Deposits against Bank Guarantee's*
12,095.20
6,748.32
Other Fixed Deposits
208.38
70.80
89,162.41
12,146.50
Refer Note 42 for Classification of financial instruments.
*These deposits are held as margin money against bank guarantee.
13. LOANS
Particulars
31 March 2025
31 March 2024
Unsecured-Considered Good
Advances to Employees
8.12
-
Others
234.91
79.94
243.03
79.94
14. CURRENT TAX ASSETS (NET)
Particulars
31 March 2025
31 March 2024
Taxes Paid
1,292.58
265.49
1,292.58
265.49
15. OTHER CURRENT ASSETS
Particulars
31 March 2025
31 March 2024
Unsecured, considered good
Prepaid Expenses
431.73
279.66
Office Rent Advance
16.06
15.53
Balance with Statutory Authorities
2,471.23
4,818.31
Advance to material suppliers(Creditors)
2,124.56
4,148.41
Advance to Other Creditors
5.32
-
Duty Credit Scripts
-
0.41
Advances to Employees
43.30
17.48
Others
28.78
34.59
5,120.98
9,314.38
16. EQUITY SHARE CAPITAL
(i) Authorised share capital
Particulars
Equity Shares
No.of shares
Amount
As at 01 April 2023
20,00,00,000
2,000.00
Increase/(Decrease) during the year
-
-
As at 31 March 2024
20,00,00,000
2,000.00
Increase/(Decrease) during the year
-
-
As at 31 March 2025
20,00,00,000
2,000.00
ZEN TECHNOLOGIES LIMITED
226
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
16. EQUITY SHARE CAPITAL (Contd.)
(ii) Issued share capital
Particulars
Equity Shares
No.of shares
Amount
Equity share of Rs. 1 each issued, subscribed and fully paid up
As at 01 April 2023
7,95,10,000
795.10
Increase/(Decrease) during the year
45,34,260
45.34
As at 31 March 2024
8,40,44,260
840.44
Increase/(Decrease) during the year
62,46,096
62.46
As at 31 March 2025
9,02,90,356
902.90
For the year ended 31 March 2025, in accordance with provisions of the Companies Act, 2013 and other related laws, the
Holding Company has allotted 62,46,096 Equity Shares of face value of Rs. 1 per Equity Share at price of Rs. 1,601 per Equity
Share, aggregating to Rs. 1,00,000 Lakhs through Qualified Institutional Placement (QIP).
For the year ended 31 March 2024, the Holding Company had allotted 40,64,267 equity shares through the conversion of
compulsory convertible debentures, each shares of face value of Rs. 1 per Equity Share at price of Rs. 213 per share, aggregating
to Rs. 8,657 Lakhs (Refer Note 48).
(iii) Terms/rights attached to equity shares
The Holding Company has only one class of equity shares having par value of Rs. 1/- each. Each equity share holder is entitled to
one vote per equity share held.
In the event of liquidation of the Group, the holders of equity shares will be entitled to receive remaining assets of the Group, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(iv) The details of shares held by shareholder holding more than 5% of shares in the Group
Particulars
31 March 2025
31 March 2024
Number of
shares held
% of
holding
Number of
shares held
% of
holding
Equity shares of Re.1/- each fully paid up
Ashok Atluri
1,95,46,103
21.65%
2,15,46,103
25.64%
Kishore Dutt Atluri
1,47,40,970
16.33%
1,57,40,970
18.73%
(v) Shares held by promoter
As at 31 March 2025
Promoter Name
Class of Equity share
No.of shares at
the beginning
of the year
Change
during the
year
No.of shares
at the end of
the year
% of
Total
shares
% Change
during the
year
Ashok Atluri
Equity share of Re.1 each
2,15,46,103
(20,00,000)
1,95,46,103
21.65%
(9.28%)
Kishore Dutt Atluri
Equity share of Re.1 each
1,57,40,970
(10,00,000)
1,47,40,970
16.33%
(6.35%)
Tara Dutt Atluri
Equity share of Re.1 each
18,89,756
-
18,89,756
2.09%
0.00%
Rama Devi Atluri
Equity share of Re.1 each
26,70,000
-
26,70,000
2.96%
0.00%
Satish Atluri
Equity share of Re.1 each
11,84,000
-
11,84,000
1.31%
0.00%
Anisha Atluri
Equity share of Re.1 each
10,00,000
-
10,00,000
1.11%
0.00%
Arjun Dutt Atluri
Equity share of Re.1 each
10,00,000
-
10,00,000
1.11%
0.00%
Ravi Kumar
Midathala
Equity share of Re.1 each
5,00,000
-
5,00,000
0.55%
0.00%
Beena Atluri
Equity share of Re.1 each
4,34,364
-
4,34,364
0.48%
0.00%
Nagarjunudu Kilari
Equity share of Re.1 each
1,50,290
-
1,50,290
0.17%
0.00%
Indira Garapati
Equity share of Re.1 each
1,20,000
-
1,20,000
0.13%
0.00%
Nandita Sethi
Equity share of Re.1 each
50,000
-
50,000
0.06%
0.00%
Abhilasha Atluri
Equity share of Re.1 each
-
10,00,000
10,00,000
1.11%
100.00%
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
227
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
As at 31 March 2024
Promoter Name
Class of Equity share
No.of shares at
the beginning
of the year
Change
during the
year
No.of shares
at the end of
the year
% of
Total
shares
% Change
during the
year
Ashok Atluri
Equity share of Re.1 each
2,13,11,220
2,34,883
2,15,46,103
25.64%
1.10%
Kishore Dutt Atluri
Equity share of Re.1 each
1,57,56,220
(15,250)
1,57,40,970
18.73%
(0.10%)
Tara Dutt Atluri
Equity share of Re.1 each
33,89,756
(15,00,000)
18,89,756
2.25%
(44.25%)
Rama Devi Atluri
Equity share of Re.1 each
26,70,000
-
26,70,000
3.18%
0.00%
Satish Atluri
Equity share of Re.1 each
11,84,000
-
11,84,000
1.41%
0.00%
Anisha Atluri
Equity share of Re.1 each
10,00,000
-
10,00,000
1.19%
0.00%
Arjun Dutt Atluri
Equity share of Re.1 each
10,00,000
-
10,00,000
1.19%
0.00%
Ravi Kumar Midathala
Equity share of Re.1 each
7,50,000
(2,50,000)
5,00,000
0.59%
(33.33%)
Beena Atluri
Equity share of Re.1 each
4,34,364
-
4,34,364
0.52%
0.00%
Nagarjunudu Kilari
Equity share of Re.1 each
1,50,290
-
1,50,290
0.18%
0.00%
Indira Garapati
Equity share of Re.1 each
1,20,000
-
1,20,000
0.14%
0.00%
Nandita Sethi
Equity share of Re.1 each
50,000
-
50,000
0.06%
0.00%
(vi) Shares Reserved for issue under Employee Stock Option Plan (ESOP)
For details of shares reserved for issue under the ESOP of the Group, please refer note 45.
17. OTHER EQUITY
Particulars
Notes
31 March 2025
31 March 2024
Securities premium
17.1
1,09,045.14
11,088.60
Capital redemption reserve
17.2
117.24
117.24
General reserve
17.3
3,595.95
3,525.01
Retained earnings
17.4
57,362.93
30,236.79
Share Warrants
17.5
-
-
Other Comprehensive Income
17.6
(218.04)
34.14
Equity Component of Compound Financial Instruments
17.7
-
-
Share Based Payments Reserve
17.8
230.73
285.94
Treasury Shares
17.9
(967.65)
(1,265.34)
1,69,166.29
44,022.37
Non-Controlling Interests (NCI)
17.10
3,521.82
1,766.36
1,72,688.11
45,788.73
17.1 Securities premium
Particulars
31 March 2025
31 March 2024
Opening balance
11,088.60
2,654.31
Add: Additions during the year
97,956.54
8,434.29
1,09,045.14
11,088.60
Securities premium is used to record the premium received on issue of shares. It shall be utilised in accordance with the provisions
of the Companies Act, 2013.
Refer Note 16(ii) for details on securities premium from issues of shares
17.2 Capital redemption reserve
Particulars
31 March 2025
31 March 2024
Opening balance
117.24
117.24
Add: Additions during the year
-
-
117.24
117.24
Capital redemption reserve was created during redemption of preference shares out of the profits of the Group in accordance with
the requirements of Companies Act.
ZEN TECHNOLOGIES LIMITED
228
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
17. OTHER EQUITY (Contd.)
17.3 General reserve
Particulars
31 March 2025
31 March 2024
Opening balance
3,525.01
3,525.01
Add: Additions during the year
70.94
-
3,595.95
3,525.01
General reserve forms part of the retained earnings and is permitted to be distributed to shareholders as part of dividend.
17.4 Retained earnings
Particulars
31 March 2025
31 March 2024
Opening balance
30,236.79
17,615.13
Add: Net profit for the year
28,024.41
12,788.46
(A)
58,261.19
30,403.59
Less: Dividend distributed to equity shareholders
(B)
(898.27)
(166.81)
(A-B)
57,362.92
30,236.79
Retained earnings are the profits that the Group has earned till date, less any transfers to general reserve, dividends or other
distributions to shareholders.
17.5 Share Warrants
Particulars
31 March 2025
31 March 2024
Opening balance
-
250.08
Add: Amount received on account of allotment of
share warrants
-
750.24
(A)
-
1,000.32
Less: Allotment of equity Shares pursuant to
conversion of share warrants
(B)
-
1,000.32
(A-B)
-
-
During the year ended 31 March 2022, the Group has issued share warrants and 25% of the subscription amount was received at
the time of allotment of share warrants. Balance amount (75%) was received during the year ended 31 March 2024 and the Group
has converted the share warrants to equity shares in the same financial year.
17.6 Other Comprehensive Income
Particulars
31 March 2025
31 March 2024
Actuarial Gain or Loss:
Opening balance
5.94
35.16
Add: Additions during the year
(85.58)
(29.22)
Closing Balance
(79.64)
5.94
Foreign Currency Translation Reserve:
Opening balance
28.20
67.72
Add: Additions during the year
(166.61)
(39.52)
Closing Balance
(138.41)
28.20
(218.05)
34.14
Other Comprehensive Income (OCI) represents the amount recognised in other equity consequent to remeasurement of Defined
Benefit Plan and Exchange differences arising on translation of the foreign operations.
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
229
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
17. OTHER EQUITY (Contd.)
17.7 Equity Component of Compound Financial Instruments
Particulars
31 March 2025
31 March 2024
Opening balance
-
7,479.32
Add: Equity component of Compulsorily
Convertible Debentures (CCD) issued
-
-
(A)
-
7,479.32
Less: Allotment of equity Shares pursuant to
conversion of CCD's
(B)
7,479.32
(A-B)
-
-
Refer Note 48 for details of compulsory convertible debentures.
17.8 Share based payment reserve
Particulars
31 March 2025
31 March 2024
Opening balance
285.94
44.21
Add: Employee Share Based Payment Expense
191.61
437.69
Add: Excess tax benefit from SBP (Credited to Equity)
-
-
477.55
481.90
Less: Exercise of Share Options
246.82
195.96
230.73
285.94
Share based payment is created as per Ind AS 102, Share Based Payments, which requires the fair vale of equity settled share based
payments to be recognised over the vesting period. The reserve represents the cumulative expense for employee stock options and
is adjusted for grants,vesting,forfeiture and exercise. It is part of equity and not available for distribution.
Refer Note 45 for details on the Employee Stock Option Plan.
17.9 Treasury Shares
Particulars
31 March 2025
31 March 2024
Opening balance
(1,265.34)
(966.13)
Add: Purchase of treasury shares
-
(477.09)
(1,265.34)
(1,443.22)
Less: Issue of Treasury Shares
(297.69)
(177.87)
(967.65)
(1,265.34)
Treasury shares represent the shares of the Holding Company held by the Zen Technologies Limited Employees Welfare Trust
(ESOP Trust).
The Holding Company has issued an employees stock option scheme for its employees. The shares of the Holding Company
have been purchased and held by the ESOP Trust to issue and allot to employees at the time of exercise of ESOP by Employees.
Refer Note3 (V) and note 45.
17.10 Non-Controlling interests (NCI)
Particulars
31 March 2025
31 March 2024
Opening balance
1,766.36
1,410.82
Add: Additions to Business Combinations (Refer Note 51)
(149.15)
193.56
Add: Net profit/(loss) attributable to NCI
1,904.62
161.98
3,521.82
1,766.36
ZEN TECHNOLOGIES LIMITED
230
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
18. BORROWINGS (NON CURRENT)
Particulars
31 March 2025
31 March 2024
Secured (at amortized cost)
Term loans from NBFC
(a) Indian Rupee term loan
5,220.36
-
Less:
Current maturities of long-term debt (Refer note 21)
1,200.00
4,020.36
-
19.1 LEASE LIABILITIES
Non Current
Particulars
31 March 2025
31 March 2024
At amortised cost
Lease Liability
1,717.42
413.53
1,717.42
413.53
Current
Particulars
31 March 2025
31 March 2024
At amortised cost
Lease Liability
637.77
128.35
637.77
128.35
19.2 OTHER FINANCIAL LIABILITIES
Particulars
31 March 2025
31 March 2024
Unclaimed dividends
8.10
6.45
Provision for expenses
5,351.96
695.80
Salaries and benefits
816.27
354.78
Bonus and incentives
1,210.63
136.45
Other payables
3,594.16
839.91
10,981.13
2,033.39
As at 31 March 2025, other payables includes Rs. 3,390 Lakhs (31 March 2024: Nil) towards deferred purchase consideration for
the acquisition of Applied Research International Private Limited. The deferred consideration has been recorded at its present value
as per the requirements of Ind AS 103 – Business Combinations and Ind AS 109 – Financial Instruments. (Note 51).
Refer Note 42 for classification of financial instruments.
Particulars
31 March 2025
31 March 2024
Deferred Govt.Grant (IDEX SPARK Grant)
15.00
15.00
15.00
15.00
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
231
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
20. PROVISIONS
Particulars
31 March 2025
31 March 2024
Non-Current
- Provision for gratuity
1,073.33
379.53
- Compensated Absences
43.18
-
1,116.51
379.53
Current
- Provision for Income Tax
1,433.07
141.40
- Provision for gratuity
217.35
-
- Provision for Compensated Absences
4.04
-
- Other Provisions
330.88
138.13
1,985.34
279.53
Refer Note 37 for details of Gratuity.
21. BORROWINGS (CURRENT)
Particulars
31 March 2025
31 March 2024
Secured
Current maturities of long-term debt
1,200.00
-
Unsecured
(a) Credit card
5.65
53.57
(b) Others
189.16
7.93
1,394.81
61.50
Notes:
1.
The Group has not used borrowings taken from banks and financial institutions for the purpose other than for which it was
taken.
2.
Quarterly returns or statements of current assets filed with banks are in agreement with the books of account of the Group.
3.
Amount Rs. 189.16 Lakhs includes Rs. 36.93 Lakhs loans from releated parties (31 March 2024: Rs. 7.93 Lakhs).
Security:
The Group's borrowings, from banks and NBFCs, are secured by first pari passu charge on the property, plant and equipments, both
present and future. Working capital loans have first pari passu charge on the Group's entire current assets, both present and future,
and second pari passu charge on the Group's property, plant and equipments, both present and future as per the borrowing terms.
22. TRADE PAYABLES
Particulars
31 March 2025
31 March 2024
Trade payables
- Dues to Micro and Small Enterprises
1,089.12
2,102.42
Dues to creditors other than micro and small enterprises
1,457.71
1,107.70
2,546.83
3,210.12
Trade payable are non interest bearing.
ZEN TECHNOLOGIES LIMITED
232
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
22. TRADE PAYABLES (Contd.)
Ageing Schedule of Trade Payables:
As at 31 March 2025
Particulars
Outstanding for the following periods from the due date of payment
Not Due
<1 year
1-2 years
2-3 years
> 3 years
Total
(i) MSME
1,089.12
-
-
-
-
1,089.12
(ii) Others
343.71
1,087.21
10.05
16.48
0.28
1,457.72
(iii) Disputed dues - MSME
-
-
-
-
-
-
(iv) Disputed dues - Others
-
-
-
-
-
-
1,432.83
1,087.21
10.05
16.48
0.28
2,546.84
As at 31 March 2024
Particulars
Outstanding for the following periods from the due date of payment
Not Due
<1 year
1-2 years
2-3 years
> 3 years
Total
(i) MSME
2,102.42
-
-
-
-
2,102.42
(ii) Others
-
1,083.51
23.29
0.62
0.28
1,107.70
(iii) Disputed dues - MSME
-
-
-
-
-
-
(iv) Disputed dues - Others
-
-
-
-
-
-
2,102.42
1,083.51
23.29
0.62
0.28
3,210.12
23. OTHER CURRENT LIABILITIES
Particulars
31 March 2025
31 March 2024
Income billed but not due
999.00
325.41
Taxes payable
2,142.53
2,916.21
Advance from customers
3,348.52
17,058.43
Other payables
77.90
279.29
6,567.95
20,579.34
24. CURRENT TAX LIABILITIES (NET)
Particulars
31 March 2025
31 March 2024
Provision for Income Tax
283.22
698.43
283.22
698.43
25. REVENUE FROM OPERATIONS
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
(a) Sale of products
93,221.02
40,664.31
(b) Rendering of services
4,143.14
3,320.89
97,364.16
43,985.20
Contract balances:
Particulars
31 March 2025
31 March 2024
(a) Receivables
Trade Receivables (refer note 10)
41,282.35
18,802.49
Less: Allowances for Expected Credit Loss
(239.68)
(352.34)
Net Receivables
41,042.67
18,450.15
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
233
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
25. REVENUE FROM OPERATIONS (Contd.)
Contract balances: (Contd.)
Particulars
31 March 2025
31 March 2024
(b) Contract Liabilities
Advances received from customers (refer note 23)
3,348.52
17,058.43
Income billed but not due (refer note 23)
999.00
325.41
4,347.52
17,383.84
(c) Contract Assets
Unbilled revenue for other than passage of time (refer note 6B)
1,110.64
818.09
1,110.64
818.09
26. OTHER INCOME
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Interest income
4,888.27
1,085.33
Foreign exchange fluctuation gain (net)
242.19
58.25
Other income
708.10
348.67
5,838.55
1,492.26
The Foreign Exchange Gain/(Loss) is on account of rate variations arising on transactions in foreign currency between the date of
recording of such transactions and the settlement/reporting date.
27. COST OF MATERIALS CONSUMED
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Opening stock of raw materials
7,825.23
1,247.79
Raw materials from acquisition of subsidiaries
7.73
-
Add: Purchases
31,521.88
23,752.12
39,354.84
24,999.91
Less: Closing stock of raw materials
(4,835.99)
(7,825.23)
34,518.85
17,174.68
28. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-
TRADE
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Opening work-in-progress
8,992.97
3,620.17
Opening Finished Good
89.67
-
Opening stock-in-trade
-
-
Work-in-progress from acquisition of subsidiaries
388.95
-
9,471.59
3,620.17
Closing work-in-progress
6,428.03
8,992.97
Closing Finished Good
662.74
-
Closing stock-in-trade
-
-
7,090.77
8,992.97
Net (increase) / decrease in inventory
2,380.83
(5,372.80)
ZEN TECHNOLOGIES LIMITED
234
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
29. MANUFACTURING EXPENSES
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Power and fuel
52.26
36.08
Material Handling Charges
45.61
9.37
Travel expenses - Production
0.96
8.12
Factory Maintenance
780.55
559.11
Training Charges
3.70
0.43
Job work charges
3.22
-
Factory Wages
483.27
408.17
Technical and professional fees
87.06
-
Other consumables
116.54
45.41
1,573.16
1,066.69
30. EMPLOYEE BENEFITS EXPENSE
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Salaries, wages and bonus
8,104.80
5,078.27
Contribution to provident and other funds (Note 37)
162.49
112.06
Salary arrears
10.59
22.59
Director sitting fee (Note 39)
12.50
10.50
Gratuity expense (Note 37)
124.45
85.25
Share based Payment Expenses (Note 45)
191.71
437.69
Staff welfare expenses
269.05
160.82
8,875.58
5,907.18
Refer Note 39 for Remuneration to Key Managerial Personnel.
31. FINANCE COSTS
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Bank Charges
25.43
34.33
BG Commission
157.10
118.58
Processing Charges
39.34
29.32
Interest on borrowings
- interest on cash credit/OD account
3.88
0.05
- interest on Lease Liability
81.87
7.69
- interest on Term Loan account
587.24
-
- interest on Vehicle loan
-
0.07
- interest on MSME
1.01
0.19
- interest Others
141.70
37.90
1,037.56
228.13
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
235
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
32. DEPRECIATION AND AMORTISATION EXPENSE
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Depreciation and Amortization Expense
1,135.66
779.31
Amortisation of Intangible Assets
86.70
79.96
Depreciation on Right-of-use assets
319.01
108.68
1,541.37
967.96
33. OTHER EXPENSES
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Business Promotion
233.13
144.40
Exhibition expenses
403.93
217.70
Commission on Sales
98.17
1,234.92
System Installation & Maintenance
311.53
127.61
Freight
659.84
167.26
Domestic Travel
697.73
438.71
Foreign Travel
407.81
332.91
Advertisement
102.07
140.09
Conveyance
281.37
113.97
Consumables
48.99
33.93
Repairs and maintenance
16.48
1.67
CSR expenditure
159.30
55.85
Electricity Charges
130.24
82.60
Insurance
62.85
55.40
Membership & Subscription
7.77
1.45
Office Maintenance
692.57
328.73
Postage & Telephone
40.55
40.24
Printing & Stationary
35.24
28.09
Professional Charges
3,927.10
1,078.26
Rates & Taxes
86.75
71.70
Rent
391.06
182.61
Security expenses
81.25
58.70
Vehicle Maintenance
41.70
34.33
Computer Maintenance
0.41
2.22
Rent on Machinery-R&D
1.12
-
Rent on Lease Vehicle
4.16
-
License and software
21.62
15.19
Spares & Stores
1,527.48
733.29
Provision for Expected Credit Loss
165.22
352.34
Advances written off
-
115.50
Payment to Auditor
63.37
8.85
Provision for Impairment of Advances*
252.84
224.22
Provision for Advances Write off**
-
23.47
Provision for Warranties
538.32
206.14
Telephone and Internet Expenses
75.44
1.31
ZEN TECHNOLOGIES LIMITED
236
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
33. OTHER EXPENSES (Contd.)
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Testing Charges
92.21
41.52
Interest & penality on income tax
900.00
-
Other expenses
103.78
435.96
12,663.36
7,131.14
**Provision for impairment of investment:
During the year ended 31 March 2024, the group had written off its entire investment of Rs. 224.22 Lakhs after assessing it as fully
impared in Paladin AI INC.
*Provision for impairment of advances:
During the year ended 31 March 2025, the group has recognised an impairment of Rs. 252.84 Lakhs on advance given to Paladin AI
INC, considering the recoverability doubtful.
34. COMPONENTS OF OTHER COMPREHENSIVE INCOME
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Items that will not be reclassified to profit or loss
Re-measurement gains/(losses) on defined benefit plans
(117.48)
(41.37)
Deferred tax on remeasured gain/(loss)
27.47
12.15
(90.01)
(29.22)
Items that will be reclassified to profit or loss
Exchange differences on translation of foreign operations
(223.93)
118.47
Deferred tax on exchange differences
57.33
(34.50)
(166.61)
83.97
35. INCOME TAX
The major components of income tax expenses for the year ended 31 March 2025 and 31 March
2024 are as follows:
Profit or loss section
Particulars
31 March 2025
31 March 2024
Current tax expense
11,170.59
3,664.93
Earlier years tax
22.69
(44.68)
MAT credit utilisation
-1,886.92
Deferred tax
(519.35)
3931.61
Total income tax expense recognised in Statement of
Profit and Loss
10,673.93
5,664.95
OCI section
Particulars
31 March 2025
31 March 2024
Tax Effect on remeasurement of defined benefit plans
84.80
(22.35)
Income tax charged to OCI
84.80
(22.35)
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
237
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
a) Reconciliation of tax expense to the accounting profit is as follows:
Particulars
31 March 2025
31 March 2024
Profit before tax
40,607.39
18,615.39
At India’s statutory income tax rate of (C.Y-25.168%),
(P.Y -29.12%)
10,220.07
5,420.80
Adjustments in respect of current income tax of previous years
22.69
0
Adjustments
Items which are not tax deductible for computing taxable income
95.89
59.08
Effect of change in income tax rate for deferred tax recognised
(25.05)
38.74
Effect of items which are not taxable for computing taxable
income
(48.45)
50.95
Others
(408.78)
95.38
Income tax expense recognised in the Statement of Profit
and Loss
10,673.93
5,664.95
Deferred tax (liabilities)/assets in relation to:
31 March 2025
Particulars
Opening
balance
Recognised in
statement of
profit and loss
Recognised
in other
comprehensive
income
MAT Credit
availed/
(utilization)
Closing
balance
Deferred tax (liabilities)/assets in
relation to:
MAT credit
-
-
-
-
-
Timing difference on
-
- Property, plant and equipment
(721.21)
111.02
-
-
(610.19)
- Disallowances under Income Tax Act,
1961, allowed on payment basis
75.32
599.91
-
-
675.23
- Remeasurement of defined benefit
plans
3.11
-
149.52
-
152.63
- Exchange difference on translation of
foreign operation
31.40
-
(0.01)
-
31.39
- Others
(10.99)
206.46
-
-
195.47
Deferred tax (liabilities)/
assets (Net)
(622.37)
917.39
149.51
-
444.53
31 March 2024
Particulars
Opening
balance
Recognised in
statement of
profit and loss
Recognised
in other
comprehensive
income
MAT Credit
availed/
(utilization)
Closing
balance
Deferred tax (liabilities)/assets
in relation to:
MAT credit
1,886.92
-
-
(1,886.92)
-
Timing difference on
- Property, plant and equipment
(645.50)
(75.71)
-
-
(721.21)
- Disallowances under Income Tax
Act, 1961,allowed on payment
basis
155.04
(79.72)
-
-
75.32
- Remeasurement of defined
benefit plans
7.47
-
(4.36)
-
3.11
- Exchange difference on
translation of foreign operation
-
31.40
31.40
- Others
4.61
(15.60)
-
-
(10.99)
Deferred tax (liabilities)/
assets (Net)
1,408.54
(171.03)
27.04
(1,886.92)
(622.37)
ZEN TECHNOLOGIES LIMITED
238
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
b) Deferred tax asset/(liability)
Particulars
31-Mar-25
31-Mar-24
Deferred tax asset/(liability) (net)
444.53
622.37
MAT credit entitlement
-
Deferred tax asset (net)
444.53
622.37
36. EARNINGS PER SHARE
Basic EPS is calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity
shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to equity holders (after adjusting for interest on the
Compulsory convertible debentures) by the weighted average number of equity shares outstanding during the year plus the
weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into
equity shares.
Particulars
31 March 2025
31 March 2024
Earnings per equity share
Profit attributable to equity shareholders (Rs. in Lakhs)
28,024.41
12,788.46
Add: Interest on Compulsory Convertible Debentures (CCD)
-
3.59
Adjusted earnings
28,024.41
12,792.06
Weighted average number of equity shares outstanding (Nos.) of
Face Value of Rs. 1/- each
8,40,44,260
7,95,10,000
Add: Post converion of CCD's on allotment of ordinary shares of
face value of Rs. 1/- each
-
34,76,033
Add: New allotment of ordinary shares of face
value of Rs. 1/- each
37,81,883
-
Add: Conversion of share warrants on allotment of ordinary
shares of face value of Rs. 1/- each
-
4,01,626
Less: Weighted average number of equity shares held by ESOP
trust of Face value of Rs. 1/- each
(4,32,081)
(6,05,788)
Weighted average number of equity shares for
Basic EPS (Nos.)
8,73,94,062
8,27,81,872
Effect of dilutive equivalent Compulsorily convertible debentures
-
5,88,594
Weighted average number of equity shares for
dilutive EPS (Nos.)
8,73,94,062
8,33,70,465
Face value per equity share (Rs.)
1.00
1.00
Earning per share - Basic (Rs.)
32.07
15.45
Earning per share - Diluted (Rs.)
32.07
15.34
37. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS
(a) Defined contribution plan
The following amounts recognised as an expense in the consolidated statement of profit and loss towards contribution to
provident fund and other funds. There are no other obligations other than these contribution payable.
Particulars
31 March 2025
31 March 2024
Contribution to provident fund recognised as expense (Note 30)
162.49
112.06
(b) Defined benefit plan
The Group has a defined benefit gratuity plan. Every employee who has completed five years or more of continuous service is
eligible to receive gratuity calculated at 15 days of last drawn basic salary for each completed year of service. The scheme is funded
through a qualifying insurance policy.
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
239
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
37. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Contd.)
(b) Defined benefit plan (Contd.)
The following table's summaries the components of net benefit expense recognised in the Consolidated Statement of profit and
loss and the funded status and amounts recognised in the balance sheet for the gratuity plan:
Particulars
31 March 2025
31 March 2024
Statement of profit and loss
Net employee benefit expense recognised in the
employee cost
Current service cost
103.65
69.10
Past service cost
-
-
Interest cost on defined benefit obligation
32.25
25.60
Interest income on plan assets
(11.45)
(9.46)
Other adjustments
-
-
Net benefit expense
124.45
85.25
Re measurement during the year due to :
Actuarial loss / (gain) arising from change in financial assumptions
90.77
(58.60)
Actuarial loss / (gain) arising from change in demographic
assumptions
(4.15)
7.04
Actuarial loss / (gain) arising on account of experience changes
20.69
92.56
Return on plan assets excluding interest income
10.18
0.37
Amount recognised in OCI outside profit and loss
statement
117.48
41.37
Balance Sheet
Reconciliation of net liability / asset
Closing Present Value of Defined Benefit Obligation
1,473.91
536.15
Closing Fair Value of Plan Assets
(183.24)
(151.40)
Closing net defined benefit liability
1,290.68
384.75
Changes in the present value of the defined benefit
obligation are as follows:
Opening defined benefit obligation
384.75
282.96
Defined benefit obligation of subsidiaries acquired
762.53
-
Current service cost
103.65
69.10
Past service cost
-
-
Net Interest cost
20.80
16.14
Re measurement during the period due to:
Actuarial loss/(gain) arising from change in financial assumptions
90.77
(58.60)
Actuarial loss/(gain) arising from change in demographic
assumptions
(4.15)
7.04
Actuarial loss/(gain) arising on account of experience changes
20.69
92.56
Return on plan assets excluding interest income
10.18
0.37
Benefits paid
(98.53)
(24.84)
Closing defined benefit obligation
1,290.68
384.75
Change in fair value of plan assets during the year
Opening Fair Value of Plan Assets
151.40
122.65
Contributions paid by the employer
33.23
24.84
Return plan assets (Excluding interest income)
(10.18)
(0.37)
Benefits paid
(5.97)
(5.17)
Interest income on Plan Assets
11.45
9.46
Closing Fair Value of Plan Assets
179.93
151.40
ZEN TECHNOLOGIES LIMITED
240
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
37. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Contd.)
The principal assumptions used in determining gratuity benefit obligation for the Company's plans are shown below:
Particulars
31 March 2025
31 March 2024
Discount rate (p.a.)
6.35%
6.97%
Salary escalation rate (p.a.)
10.00%
6.00%
Mortality rate
IALM (2012-14) Ult
IALM (2012-14) Ult
Disability rate
0.00%
0.00%
Withdrawal rate (Past service (PS))
PS:0 to 42 : 17.24%
PS:0 to 42 : 15%
Normal retirement age (in years)
60
60
Adjusted average future service
4.42
5.22
A quantitative analysis for significant assumptions is as shown below:
Particulars
31 March 2025
31 March 2024
Assumptions - Discount rate
Sensitivity Level (a hypothetical increase/(decrease) by)
Impact of Increase in 1% on defined benefit obligation
610.17
437.89
Impact of Decrease in 1% on defined benefit obligation
667.36
477.15
Assumptions - Salary Escalation rate
Sensitivity Level (a hypothetical increase/(decrease) by)
Impact of Increase in 1% on defined benefit obligation
657.06
472.31
Impact of Decrease in 1% on defined benefit obligation
618.08
441.54
Asset Liability Comparisons
Year
31 March 2021
31 March 2022
31 March 2023
31 March 2024
31 March 2025
PVO at the end of the period
270.39
304.27
351.58
536.15
1,473.91
Plan Assets
104.36
121.89
122.65
151.40
183.24
Surplus/(Deficit)
(166.03)
(182.38)
(228.92)
(384.75)
(1,290.68)
Experience adjustment on
plan assets
1.63
1.39
(0.45)
(0.38)
(10.18)
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors.
The following payments are expected contributions to the defined benefit plan in future years:
Particulars
31 March 2025
31 March 2024
Expected future benefit payments
Within the next 12 months (next annual reporting period)
222.66
122.42
Between 2 and 5 years
420.91
245.14
Between 6 and 10 years
880.81
200.88
Total expected payments
1,524.38
568.44
The weighted average duration of the defined benefit plan
obligation as at 31 March 2025 is 3.81 years. (31 March
2024:4.26 years).
38.
CONTINGENT
LIABILITIES
AND
COMMITMENTS
(a) Contingent liabilities
I) Claims against the Group not acknowledged as
debts:
i)
On account of Direct Tax matters - Rs. 1,061.31 Lakhs (31
March 2024: Rs. 441.48 Lakhs).
ii)
On account of Indirect Tax matters - Central Excise Duty -
Rs. 823.40 Lakhs (31 March 2024: Rs. 823.40 Lakhs).
The Group is contesting the demands and the management,
including its tax advisors, believe that its position will likely
be upheld in the appellate process with respect to Direct Tax
and Indirect tax matters. No tax expense has been recorded
in the consolidated financial statements for the tax demand
raised. The Management believes that the ultimate outcome of
this proceeding will not have a material adverse effect on the
Group's financial position and results of operations.
II) Guarantees & Commitments
Estimated amount of contracts remaining to be executed
on capital account and not provided for:
At 31 March 2025, the Group has commitments of Rs.
591.98 Lakhs relating to construction of new factory building
at Adibatla)(31 March 2024: Rs. 412.96 Lakhs relating to
construction of new factory building at Maheswaram).
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
241
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
39. RELATED PARTY TRANSACTIONS
Information on names of related parties and nature of relationship as required by Ind AS 24, Related Party Disclosures are given below:
A) Nature of relationship and names of related parties:
Name of the party
Nature of relationship
(a) Key Managerial Personnel (KMP):
Mr. Ashok Atluri
Chairman & Managing Director
Mr. Kishore Dutt Atluri
President & Joint Managing Director
Mr. M Ravi Kumar
Whole Time Director
Ms. Shilpa Choudari
Whole Time Director
Dr. Ravindra Kumar Tyagi
Independent Director
Ms. Sirisha Chintapalli
Independent Director - Zen Technologies Limited & Applied Research
International Private Limited
Dr. Ajay Kumar Singh
Independent Director - Zen Technologies Limited & Unistring Tech Solutions Pvt Ltd
Mr. Sanjay V Jesrani
Independent Director
Mr. Afzal Harunbhai Malkani
Chief Financial Officer
Mr. Raghavendra Prasad Movva
Company Secretary & Compliance Officer (Till 24-09-2024)
Mr. Sourav Dhar
Company Secretary & Compliance Officer (w.e.f 02-11-2024)
Ms. Komal Bhangale
Whole Time Director - Aituring Technologies Limited
Mr. Satish Atluri
Director - Zen Technologies USA, INC
Mr. Tushar Hindlekar
Whole Time Director - Aituring Technologies Limited
Mr. Srinivasa Raju Kolahalam
CEO & Director - Unistring Tech Solutions Pvt.Ltd
Mr. S Nagendra Babu
Managing Director - Unistring Tech Solutions Pvt.Ltd
Mr. Shravan Rewari
Director-Applied Research International Pvt Ltd.
Mr. Sanjay Kumar
Whole Time Director-Applied Research International Pvt Ltd & ARI Labs Pvt Ltd.
Mr. Prudhvi Raj Pakalapati
Whole Time Director-Vector Technics Private Limited
Mr. Karna Mahendra Raj
Whole Time Director-Vector Technics Private Limited
Mr. Arjun Dutt Atluri
Director-Vector Technics Private Limited
Ms. Abhilasha Atluri
Director-Vector Technics Private Limited
Mr. Vijaya Rama Rao
Director-Vector Technics Private Limited
(b) Close Member of Key Management Personnel
Mr. Arjun Dutt Atluri
Vice President, Son of Mr. Kishore Dutt Atluri
Mrs. Rama Devi Atluri
Spouse of Mr. Kishore Dutt Atluri
Ms. Anisha Atluri
Head Recruitment, Daughter of Mr. Kishore Dutt Atluri
Ms. Abhilasha Atluri
Manager Investor Relations - Daughter of Mr.Ashok Atluri
Ms. Devraj Shravani
Spouse of Mr. Srinivasa Raju Kolahalam
Ms. K Nikhila
Spouse of Mr. S Nagendra Babu
(c) Other related firms & associates
Veer Sammaan Foundation
Founder Trustee
Zen Technologies Limited Employee
Welfare Trust
Entity under the control of the Company
Digitally Enabled Spaces Pvt Ltd
Entity under the control of KMP of Subsidiary
Bhairav Robotics Private Limited
Associate
ZEN TECHNOLOGIES LIMITED
242
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
39. RELATED PARTY TRANSACTIONS (Contd.)
B) Following are the transactions with related parties during the year:
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
i) Remuneration to KMP
Mr. Ashok Atluri
235.99
236.30
Mr. Kishore Dutt Atluri
215.98
200.19
Mr. M Ravi Kumar
74.07
74.47
Ms. Shilpa Choudari
59.85
39.50
Mr. Afzal Harunbhai Malkani-CFO
102.50
64.78
Mr. Raghavendra Prasad Movva-CS
11.37
18.18
Mr. Sourav Dhar-CS
5.91
-
Mr. Arjun Dutt Atluri
26.40
23.98
Ms. Abhilasha Atluri
11.51
2.12
Mr. Vijaya Rama Rao
75.87
-
Ms. Komal Bhangale
13.48
4.50
Mr. Tushar Hindlekar
25.13
4.50
Mr. Srinivasa Raju Kolahalam
262.77
111.89
Mr. S Nagendra Babu
263.00
112.13
V) Commission to KMP
Mr. Ashok Atluri
1,055.97
553.24
Mr. Kishore Dutt Atluri
930.65
430.28
vi) Remuneration to Close Member of Key Management Personnel
Ms. Anisha Atluri
18.00
13.284
Ms. Devraj Shravani
31.26
-
Ms. K Nikhila
19.05
-
vii) Sitting Fee to Independent Directors
Ms. Sirisha Chintapalli
2.50
1.50
Mr. Sanjay V Jesrani
5.00
1.00
Mr. Amreek Singh Sandhu
-
4.00
Dr. Ravindra Kumar Tyagi
5.00
4.00
Dr. Ajay Kumar Singh
-
-
viii) Rent
Mrs. Ramadevi Atluri
7.39
7.04
Mr. Shravan Rewari
19.96
-
Digitally Enabled Spaces Pvt Ltd
14.13
-
ix) CSR Expenditure
Veer Sammaan Foundation
76.85
40.50
C) Balances with the related parties are summarised below:
Particulars
As at 31 March 2025
As at 31 March 2024
i) Related party receivables grouped under
a) Other current assets
Mr. Arjun Dutt Atluri
2.29
2.15
Ms. Anisha Atluri
-
0.04
Mr. Karna Mahendra Raj
7.94
-
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
243
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
39. RELATED PARTY TRANSACTIONS (Contd.)
C) Balances with the related parties are summarised below: (Contd.)
Particulars
As at 31 March 2025
As at 31 March 2024
b) Other Current Liabilities
Mr. Ashok Atluri
1,083.27
570.74
Mr. Kishore Dutt Atluri
917.15
447.78
Mr. M Ravi Kumar
-
6.05
Ms. Shilpa Choudari
4.03
4.92
Mr. Raghavendra Prasad Movva
-
1.68
Mr. Afzal Harunbhai Malkani
-
4.98
Mr. Arjun Dutt Atluri
-
2.18
Ms. Anisha Atluri
-
1.48
Ms. Abhilasha Atluri
-
0.98
Mr. Srinivasa Raju Kolahalam
124.08
33.47
Mr. S Nagendra Babu
122.94
32.68
Ms. Devraj Shravani
2.34
-
Ms. K Nikhila
1.65
-
Mr. Shravan Rewari
23.84
-
Mr. Prudhvi Raj Pakalapati
29.00
-
Digitally Enabled Spaces Pvt Ltd
15.26
-
Key managerial personnel of the Group's are covered by the Group's gratuity policy and eligible for compensated absences along
with other employees of the Group. The proportionate amount of gratuity and compensated absences cost pertaining to them have
not been included in the aforementioned disclosure as these can not be determined on an individual basis.
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. This assessment is undertaken
each financial year through examining the financial position of the related party and the market in which the related party operates.
40. THE DISCLOSURE PURSUANT TO THE MICRO, SMALL AND MEDIUM ENTERPRISES
DEVELOPMENT ACT,2006, (MSMED ACT) FOR DUES TO MICRO ENTERPRISES AND SMALL
ENTERPRISES AS AT MARCH 31, 2025 AND MARCH 31, 2024 IS AS UNDER
Particulars
31 March 2025
31 March 2024
a)
Principal amount outstanding (whether due or not) to micro
and small enterprises.
1,089.12
2,102.42
b)
Interest due thereon.
1.01
0.19
c)
The amount of interest paid by the Group in terms of Section
16 of the MSMED Act, 2006 along with the amounts of the
payment made to the supplier beyond the appointed day
during each accounting year.
-
-
d)
The amount of interest due and payable for the period
of delay in making payment (which have been paid but
beyond the appointed day during the year) but without
adding the interest specified under the MSMED Act, 2006.
-
-
e)
The amount of interest accrued and remaining unpaid at the
end of each accounting year.
1.01
0.19
f)
The amount of further interest remaining due and payable
even in the succeeding years, until such date when the
interest dues as above are actually paid to the small
enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the MSMED Act, 2006.
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information
collected by management. This has been relied upon by the auditors.
ZEN TECHNOLOGIES LIMITED
244
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
41. DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 108 "OPERATING
SEGMENTS"
Operating Segments
The Group has identified ‘Defence and Homeland’, as its only primary reportable segment. The Board of Directors of the Group
have been identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108. CODM reviews overall financial
information of the Group together for performance evaluation and allocation of resources and does not review any discrete
information to evaluate performance of any individual product or geography.
Geographical Information
Revenue
For the year ended
31 March 2025
For the year ended
31 March 2024
Domestic
61,012.43
35,973.66
Overseas
36,351.73
8,011.54
Total revenue per statement of profit or loss
97,364.16
43,985.20
The revenue information above is based on the locations of the customers.
Non-current operating assets:
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
India
22,328.36
10,559.98
Outside India
17.62
-
Total non-current operating assets
22,345.98
10,559.98
Non-current assets for this purpose excludes financial assets and deferred tax assets.
Information about major customers
There are three customers individually contributing more than 10% of Group's revenue and these customers contribute 60.96% of
the revenue for the year ended on 31 March 2025. For the year ended 31 March 2024 there is one customer contributing 61.51%
of the revenue for the year.
42. FINANCIAL INSTRUMENTS
A. Measurement of fair values
The fair value of the financial assets and liabilities is recorded at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The Group has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation
techniques used to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximize the use of observable market data and rely as little as possible on Group specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
B. Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the
fair value hierarchy.
Particulars
Notes
31 Mar 2025
31 Mar 2024
Fair value
level
Amortised cost
Fair value
Amortised cost
Fair value
Financial assets
Trade receivables
10
41,042.67
-
18,450.15
-
-
Cash and cash equivalents
11
7,415.40
-
3,670.85
-
-
Other bank balances
12
89,162.41
-
12,146.50
-
-
Loans
13
243.03
-
79.94
-
-
Other financial assets (Current)
6B
4,194.74
-
999.08
-
-
Other financial assets (Non current)
6A
21,746.13
-
2,656.00
-
0
Total financial assets
1,63,804.38
-
38,002.53
-
-
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
245
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
42. FINANCIAL INSTRUMENTS (Contd.)
B. Accounting classifications and fair values (Contd.)
Particulars
Notes
31 Mar 2025
31 Mar 2024
Fair value
level
Amortised cost
Fair value
Amortised cost
Fair value
Financial liabilities
Borrowings
18
5,415.17
-
61.50
-
-
Lease liabilities
19
2,355.19
-
541.88
-
-
Trade payables
22
2,546.83
-
3,210.12
-
-
Other financial liabilities
19
10,981.13
-
2,033.39
-
-
Total financial liabilities
21,298.32
-
5,846.89
-
-
The fair value of trade receivables, other financial assets, cash and cash equivalents, other bank balances, loans, borrowings, trade
payables and other financial liabilities approximate their carrying amount largely due to short-term nature of these instruments.
There have been no transfers among Level 1, Level 2 and Level 3 during the years ended 31 March 2025 and 31 March 2024.
43.
FINANCIAL
RISK
MANAGEMENT
OBJECTIVES AND POLICIES
The Group’s primary financial liabilities consist of borrowings,
trade and other payables. These liabilities are primarily used to
finance the Group’s operations. The Group’s principal financial
assets include trade receivables, other receivables, investments,
and cash and cash equivalents, all of which arise directly from its
operating activities.
The Group has an integrated financial risk management
system that proactively identifies and monitors key risks, while
implementing precautionary and mitigatory measures to
address them effectively.
The Group is exposed to market risk, credit risk, and liquidity
risk. These risks are managed under the supervision of the
Board of Directors, which independently evaluates and controls
the overall financial risk management framework. The Board of
Directors reviews and approves the risk management policies
for each category of risk, as summarized below.
i) Market risk
Market risk refers to the potential impact of fluctuations in
market prices on the fair value or future cash flows of financial
instruments. It encompasses interest rate risk, foreign currency
risk and other price risks. Financial instruments subject to
market risk include trade receivables and other receivables,
borrowings and trade payables. The Group's management is
responsible for managing market risk through active oversight
of cash positions, foreign currency risk mitigation strategies,
borrowing arrangements, and adherence to internal market
risk thresholds.
a. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes
in market interest rates. The Group's exposure to the risk of
changes in market interest rates relates primarily to the Group's
debt obligations with floating interest rates.
The Group is exposed to interest rate risk because it borrows
funds at both fixed and floating interest rates. The risk is
managed by the Group by maintaining an appropriate mix
between fixed and floating rate borrowings.
1% changes in interest rate will increase/decrease the
borrowing cost by Rs. 52.20 Lakhs (31 March 2024: Nil).
The Group holds deposits with banks and hence is exposed to
interest rate sensitivity. 1% changes in interest rate will increase/
decrease interest income by Rs. 1,119.8 Lakhs.
b. Foreign currency risk
Foreign currency risk is the risk that the fair value or future
cash flows from an asset/liability will fluctuate because of
changes in foreign exchange rates. The Group exposure to
the risk of changes in foreign exchange rates relates primarily
to the Group's operating activities (when revenue or expense is
denominated in a foreign currency).
Any movement in the functional currency of the various
operations of the Group against major foreign currencies may
impact the Group's revenue in international geographics.
The Group evaluates the impact of foreign exchange rate
fluctuations by assessing its exposure to exchange rate risks.
Expenditure in foreign currency
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Raw Materials and Components
4,682.70
4,258.55
Capital Goods
-
85.54
Foreign Travel (Exclusive of Tickets Purchased)
438.72
332.93
Membership
0.71
-
Professional Charges
12.10
10.89
Exhibition Expenses
129.72
145.32
Employee benefits expense
94.60
-
Others
389.31
34.88
ZEN TECHNOLOGIES LIMITED
246
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)
Receivables/(Payables) in Foreign Currency
Particulars
31 March 2025
31 March 2024
Advance from customers
(460.27)
(10,252.94)
Trade payables
(638.61)
(272.40)
Trade Receivables
27,141.80
754.82
Advance to Material suppliers
58.44
89.08
Exchange gain of Rs. 242.19 Lakhs and Rs. 8.25 Lakhs has been recognised in the consolidated statement of profit and loss for the
years ended 31 March 2025 and 31 March 2024 respectively.
ii) Credit Risk
Credit risk refers to the risk that a counter party will default
on its contractual obligations resulting in financial loss to the
Group. Credit risk arises from credit exposures from trade
receivables, advances given to suppliers (for procurement of
goods, services and capital goods), cash and cash equivalent
with banks, security deposits and loans.
Trade Receivables and Other Receivables
The credit risk of the Group is managed at a corporate level
by the risk management committee which has established the
credit policy norms for its customers. The Group expects to
continue to derive most of its revenue from the Indian Defence
Services under the contracts of the Ministry of Defence
(MoD),consequent to which the Group has a negligible credit
risk associated with such receivables.
As the Group's debtors are predominantly the Government of
India (Indian Defence Services, Ministry of Home Affairs),Public
Sector Undertakings where the counter-parties have sufficient
capacity to meet the obligations, the risk of default is
considered negligible. Accordingly, impairment on account of
expected credit losses is being assessed on a case to case basis
in respect of dues outstanding for significant period of time as
per the accounting policy. Further, the management believes
that the unimpaired amounts that are due is collectable in full,
based on historical payment behaviour and extensive analysis
of customer credit risk.
In a few cases credit is extended to customers based on market
conditions after assessing the solvency of the customer and
the necessary due diligence to determine credit worthiness.
Advance payments are made against bank guarantee which
safeguards the credit risk associated with such payments.
Impairment losses on financial assets have been made after
factoring contractual terms and other indicators.
Financial instruments and cash deposits
The cash and cash equivalent with banks are in the form of short
term deposits with maturity period of up to 1 year. The Group
has a well structured Risk Mitigation Policy whereby there are
present limits for each bank based on its net worth and earning
capacity which is reviewed on a periodic basis. The Group has
not incurred any losses on account of default from banks on
deposits.
The credit risk in respect of other financial assets is negligible
as they are mostly due from government department/other
parties.
Investments
of
surplus
funds
are
made
only
with
approved counterparties and within credit limits assigned to
each counterparty. Counterparty credit limits are reviewed by
the top management on an annual basis, and may be updated
throughout the year subject to approval of the Group's Board
of Directors.
The limits are set to minimize the concentration of risks and
therefore mitigate financial loss through counterparty's
potential failure to make payments.
Refer Note 10 for ageing for Trade Receivables.
iii) Liquidity Risk
Liquidity risk is the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price.
The Group has an established liquidity risk management framework for managing its short term, medium term and long term funding
and liquidity management requirements. The Group's exposure to liquidity risk arises primarily from mismatches of the maturities/
recovery of financial assets and liabilities. The Group manages the liquidity risk by maintaining adequate funds in cash and cash
equivalents. The Group also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its
normal operating commitments in a timely manner.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the
reporting date:
Particulars
Carrying
Value
On demand
< 3 months
3 to 12
months
1 to 5 years
> 5 years
As at 31 March 2025
Borrowings
5,415.16
-
494.81
900.00
4,020.36
-
Other financial liabilities
13,336.32
8.10
9,762.39
1,210.63
2,355.19
-
Trade payables
2,546.84
-
2,546.84
-
-
-
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
247
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)
The table below provides details regarding the remaining contractual maturities of financial liabilities at the
reporting date: (Contd.)
Particulars
Carrying
Value
On demand
< 3 months
3 to 12
months
1 to 5 years
> 5 years
As at 31 March 2024
Borrowings
61.50
-
61.50
-
-
-
Other financial liabilities
2,575.27
6.45
1,890.49
136.45
541.88
-
Trade payables
3,210.12
-
3,210.12
-
-
-
At present, the Group expects to repay all liabilities at their contractual maturity. The operating activities are expected to generate
sufficient cash inflows in order to meet such cash commitments.
44. CAPITAL MANAGEMENT
For the purposes of managing capital, the Group considers its equity share capital, securities premium, and other equity reserves
attributable to shareholders as components of capital. The key objective of capital management is to enhance long-term shareholder
value. The Group actively reviews and adjusts its capital structure in response to evolving economic conditions and compliance with
financial covenants. This may involve modifying dividend payouts, returning capital to shareholders, or issuing additional equity.
Capital adequacy is monitored through the gearing ratio, calculated as net debt divided by the sum of net debt and total equity. Net
debt comprises interest-bearing borrowings, net of cash, cash equivalents, and bank balances.
Particulars
31 March 2025
31 March 2024
Gearing ratio
Borrowings (non-current and current, including current maturities
of non-current borrowings, interest accrued and due, Interest
accrued but not due)
5,415.16
61.50
Less: Cash and cash equivalents (including balances at bank
other than cash and cash equivalents and margin money deposits
with banks)
(1,18,116.39)
(18,097.60)
Net debt (A)
(1,12,701.23)
(18,036.10)
Equity (B)
1,73,591.01
46,629.17
Gearing ratio (%) {A/(A+B)}*
-
-
Gearing ratio:
The Group monitors capital using gearing ratio, which is net
debt divided by total capital plus net debt. The Group's policy
is to keep the gearing ratio within 50%. In order to achieve
this overall objective, the Group makes adjustments in light of
changes in economic conditions and the requirements of the
financial covenants. The Group aims to ensure that it meets
the financial covenants attached to the interest bearing loans
and borrowings that define the capital structure requirements.
Breaches in meeting the financial covenants would permit the
bank to immediately call loans and borrowings. There have
been no breaches in the financial covenants of any interest-
bearing loans and borrowings in the current year.
* Net Gearing Ratio for 31 March 2025 and 31 March 2024 not
calculated since net debt is negative.
* No changes were made in the objectives, policies or
processes for managing capital during the years ended 31
March 2025 and 31 March 2024.
45. EMPLOYEE STOCK OPTION SCHEME
The objective of the Employee Stock Option Scheme is to
attract and retain talent and align the interest of employees
with Zen Technologies Limited as well as to motivate them to
contribute to its growth and profitability. The Group adopts
Senior Executive Plan in granting Stock options to its Senior
Employees. (Employee Stock Option Plan-2021).
During the Annual General Meeting held on 28th August 2021,
Zen Technologies Limited introduced the Employee Stock
Option Plan-2021, which was subsequently ratified by the
shareholders on 29th September 2022, in accordance with
the earlier SEBI (Share Based Employee Benefits) Regulations,
2014. The plan received in-principle approval from the National
Stock Exchange of India Limited and BSE Limited to issue a
maximum of 4,000,000 equity shares with a face value of
Re. 1/- each, under the Zen Technologies Limited Employee
Stock Option Plan-2021.
To facilitate the implementation of the ESOP scheme, the ESOS
trust had purchased 4,81,524 shares from the secondary
market, for allocation to eligible employees under the ESOS
scheme. During the year ended 31 March 2024, ESOS trust
borrowed funds of Rs. 5.75 crores and utilised such funds to
Purchase additional 1,59,876 shares from secondary Market.
As at 31 March 2025, the ESOP Trust purchased in aggregate
6,41,400 shares from secondary market at consideration of Rs.
1567.66 Lakhs.
ZEN TECHNOLOGIES LIMITED
248
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
During the year ended 31 March 2024, the Nomination and Remuneration Committee had approved the grant of 22,500
Employee Stock Options (options) at an exercise price of Rs. 100 per option to eligible employees, as identified by the
Committee on 28 October 2023. During the year ended 31 March 2025 the Nomination and Remuneration Committee had
further granted 5,000 options on 4 May 2024 at an exercise price of Rs. 100 per option; 10,500 options on 28 July 2024 at
an exercise price of Rs. 500 per option; 47,000 options on 14 February 2025 at an exercise price of Rs. 500 per option; and
1,37,000 options on 28 March 2025 at an exercise price of Rs. 500 per option.
In the standalone financial statements, the Group has adopted the policy of consolidating the ESOP Trust, the related loan and
advances appearing in the standalone financial statements of the Group were eliminated and investment in own shares of the Group
held by the trust is shown as treasury shares in “other equity".
b) The nature and extent of share-based payment arrangements that existed during the period
Summary of options granted under plan:
Particulars
31 March 2025
31 March 2024
Options Outstanding at the beginning of the year
36,16,600
37,29,100
No. of Options Granted during the Year
1,99,500
22,500
No.of Options Exercised during the year
1,21,800
1,23,690
No. of Options Forfeited/Cancelled/Expired during the year
1,000
10,000
Options Outstanding at the ending of the year
35,18,100
36,16,600
Vested and Exercisable
20,910
1,18,710
The fair value of the share-based payment options granted on is determined using the Black Scholes Option Pricing model using
the following inputs at the grant date which takes in to account the exercise price, the term of the option, the share price at the grant
date, and the expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term
of the option.
46. EXCEPTIONAL ITEMS
During the year ended 31 March 2022, the Group filed an insurance claim of Rs. 712.00 Lakhs to compensate for the loss of property,
plant and equipment that were destroyed due to a fire at the Group's Demonstration Centre located at Maheshwaram Hardware
Park near Shamshabad Airport on November 30, 2021. Out of the claim filed, the Group received an ad-hoc amount of Rs. 200.00
Lakhs during the year ended 31 March 2024. The total insurance claim was subsequently revised to a total of Rs. 656 Lakhs based
on the assessment by the Insurance provider. During the year ended 31 March 2024, the Group received an additional amount of
Rs. 240.90 Lakhs as full and final settlement from the insurance provider.
The Group has recognised the expenditure incurred in the process of replacing the assets lost and renovation of building which is
damaged and the same has been accounted as Property , Plant and Equipment .
Further, the Group has recognised the loss of Rs. 27.96 Lakhs pertaining to loss of property, plant and equipment under exceptional
items in the Statement of Profit and Loss during the year ended 31 March 2022, During the year ended 31 March 2024, the Group
has received an amount of Rs. 240.90 Lakhs as full and final settlement against the insurance claim out of total revised claim of Rs.
656 Lakhs. The Group has received Rs. 440.90 Lakhs as a total claim from the insurance provider.
47. DIVIDEND PROPOSED AND PAID
The amount of per share dividend recognised as distribution to equity shareholders in accordance with Companies Act, 2013 is
as follows:
Particulars
31 March 2025
31 March 2024
Final Dividend for the Financial Year 2022-23
-
166.81
Final Dividend for the Financial Year 2023-24*
898.28
-
898.28
166.81
*Dividend declared on shares held by the ESOP trust which are accounted as treasury shares in these financial statements amounting
to Rs. 4.63 Lakhs (31 March 2024: Rs.1.28 Lakhs) are not recognised as distribution of dividend to shareholders and has been
adjusted directly to other equity.
The Board of Directors at its meeting on 17 May 2025, recommended a final dividend of Rs. 2.00 per equity share for the year ended
31 March 2025. This payment is subject to the approval of shareholders in the Annual General Meeting (AGM) to be held in August
2025 and if approved, would result in a net cash outflow of approximately Rs. 1,805.81 Lakhs.
45. EMPLOYEE STOCK OPTION SCHEME (Contd.)
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
249
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
48. COMPULSORILY CONVERTIBLE DEBENTURES
On 25 November 2021, the Group has made a preferential allotment of 40,64,267, 10% Compulsorily Convertible Debentures
(CCD) having face value of Rs. 213/- each, for cash, at an aggregate consideration of Rs. 86,57,65,551. These CCDs shall be
converted into equal number of equity shares of Rs. 1/- each at a premium of Rs. 212/- with in a period of 18 months from issue
date.
The Group has accounted the CCDs in accordance with Ind AS 109, Financial Instruments, by considering these instrumensts as a
compound financial instrument, comprising of:
1)
Interest payments by the Group which is treated as a Financial liability - Borrowings (Note - 18 & 21). The financial liability
measured as the net present value of the discounted cash flows of interest payments.
2)
The holders of the CCDs have the option to convert, the CCDs them into equity shares of the Group, on or before 18 months
from the issue date. In the event of the CCD holder not exercising the conversion option before expiry of the 18 months, each
CCD will mandatorily convert into equity shares of the Group at a face value of Rs. 1 and at a premium of Rs. 212 per share on
24 May 2023. The Group has accounted for the conversion option in the CCD as equity and presented the same under ""Other
Equity"" in Note 17. The carrying amount of the equity instrument is determined by deducting the fair value of the financial
liability from the fair value of the CCDs.
The CCDs have been converted into equity shares of the Group on 24 May 2023 (Note 16) as per the terms of the issue.
49. RESEARCH & DEVELOPMENT EXPENSES
Group R&D Expenditure as Follows:-
Particulars
For the year ended
31 March 2025
For the year ended
31 March 2024
Employee Benefits expense
2,497.03
1,594.04
Electricity Charges
43.81
38.93
Travelling expenses
30.38
40.57
Spares & Stores
669.55
733.29
Consultancy Fee
12.70
75.17
Depreciation
31.88
111.86
Rates &Taxes
0.05
0.06
Repairs & Maintenance
36.32
17.09
Others
41.84
54.33
R&D Expenses
3,363.58
2,665.35
The above expenditure of research & development has been determined on the basis of information available with the Group and
as certified by the management.
ZEN TECHNOLOGIES LIMITED
250
ANNUAL REPORT 2024-25
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
49. RESEARCH & DEVELOPMENT EXPENSES (Contd.)
The following are the details of the assets related to R & D division.
Unit-1, B-42, Sanath Nagar
Particulars
Gross block
Accumulated depreciation
Net block
As at 01
April 2024
Additions
Sales/
Adjustments
As at 31
March 2025
As at 01
April 2024
Charge for
the year
Sales/
Adjustments
As at 31
March 2025
As at 31
March 2025
As at 31
March 2024
Tangible Assets (A)
1,168.53
116.38
-
1,284.90
590.79
31.87
-
622.65
662.26
577.73
Land
51.50
-
-
51.50
-
-
-
-
51.50
51.50
Building - Sanathnagar
482.29
25.72
-
508.01
104.99
8.43
-
113.41
394.60
377.31
Shed -B42
5.12
-
-
5.12
0.81
0.09
-
0.89
4.23
4.31
Shed - CNC- B 42
10.74
-
-
10.74
0.07
0.36
-
0.43
10.31
10.67
Computers
106.74
-
-
106.74
106.74
-
-
106.74
0.00
0.00
Plant and machinery
213.35
5.40
-
218.75
130.14
9.64
-
139.78
78.98
83.21
Office Equipment
85.56
85.27
-
170.83
84.78
1.43
-
86.21
84.62
0.78
Furniture & fixtures
149.02
-
-
149.02
106.16
10.88
-
117.05
31.98
42.86
Testing Equipment
64.20
-
-
64.20
57.10
1.05
-
58.15
6.05
7.09
INTANGIBLE (B)
907.82
-
-
907.82
907.82
-
-
907.82
0.00
0.00
Software
306.01
-
-
306.01
306.01
-
-
306.01
-
-
Software (RKT)
601.81
-
-
601.81
601.81
-
-
601.81
0.00
0.00
Total (A+B)
2,076.35
116.38
-
2,192.72
1,498.61
31.87
-
1,530.47
662.26
577.73
Unit-2, Signature Towers, Kondapur
Particulars
Gross block
Accumulated depreciation
Net block
As at 01
April 2024
Additions
Sales/
Adjustments
As at 31
March 2025
As at 01
April 2024
Charge for
the year
Sales/
Adjustments
As at
31 March 2025
As at
31March 2025
As at 31
March 2024
Tangible Assets (A)
2,203.60
46.40
-
2,250.01
488.38
94.76
-
583.13
1,666.87
1,715.23
Land
199.15
-
-
199.15
-
-
-
-
199.15
199.15
Building
1,459.39
-
-
1,459.39
140.54
24.32
-
164.87
1,294.53
1,318.85
Computers
99.65
45.56
-
145.21
54.79
34.33
-
89.12
56.10
44.86
Office Equipment
105.70
0.75
-
106.46
99.10
2.13
-
101.23
5.22
6.60
Furniture & fixtures
339.70
0.09
-
339.79
193.94
33.98
-
227.92
111.88
145.77
R&D Total Assets for Unit I & Unit II
4,279.95
162.78
-
4,442.72
1,986.99
126.62
-
2,113.60
2,329.13
2,292.96
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
251
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
50. OTHER STATUTORY INFORMATION
(i)
The Group does not hold any Investment Property.
(ii)
The Group has not revalued its property, plant and
equipment and intangible assets during the year.
(iii)
The Group does not have any Benami property, where
any proceeding has been initiated or pending against the
Group for holding any Benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and
rules made thereunder.
(iv) The Group has not been declared as wilful Defaulter by
any bank or financial institution or other lender.
(v)
The Group does not have any transactions with companies
struck off under section 248 of the Companies Act, 2013
or section 560 of Companies Act, 1956.
(vi) The Group does not have any charges or satisfaction
which is yet to be registered with ROC beyond the
statutory period.
(vii) The Group has not advanced or loaned or invested funds
to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the
Intermediary shall:
(a)
directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or
on behalf of the Group (Ultimate Beneficiaries); or
(b)
provide any guarantee, security or the like to or on
behalf of the Ultimate Beneficiaries.
(viii) The Group has not received any fund from any person(s)
or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or
otherwise) that the Group shall:
(a)
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
(b)
provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
(ix) The Group has not traded or invested in Crypto currency
or Virtual Currency during the financial year.
(x)
The Group has not any such transaction which is not
recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the
tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the
Income Tax Act, 1961.
(xi) The Group has borrowings from banks, secured by
hypothecation of inventories and by charge on book
debts and other assets of the Group, and quarterly returns
or statements of current assets filed by the Group are in
agreement with books of accounts without any material
discrepancies.
51. BUSINESS COMBINATIONS
Acquisition of Applied Research International Pvt Ltd
On 14 February 2025, the Group had entered into an agreement to acquire 100% of Applied Research International Private Limited
("ARIPL") for a consideration of Rs. 12,750 Lakhs. The acquisition of ARIPL will be completed in 2 tranches, with the purchase of
the first tranche of 76% for a consideration of Rs. 8,850 Lakhs completed on 28 February 2025. The second tranche for 24% of
ARIPL, for a consideration of Rs. 39 Crores, will be completed on or before 28 February 2026, as per the terms of the acquisition
agreement. The Group has recognised the deferred consideration related to the second tranche as part of the total acquisition cost,
in accordance with Ind AS 103, Business Combinations. A corresponding liability has been recorded under ‘Other Payables’ in these
consolidated financial statements (Note 19).
a) Summary of assets acquired and liabilities assumed at fair value on the acquisition date:
Particulars
Total
Assets
Property, plant and equipment
283.88
Right of use assets
1,014.13
Other intangible assets
154.04
Investments
7.38
Other financial assets
1,016.71
Deferred tax assets (net)
379.49
Other non current assets
174.22
Inventories
256.55
Trade receivables
3,586.65
Cash and cash equivalents
2,706.12
Bank balances other than above
356.08
Loans
10.15
Others financial assets
1,235.61
Current Tax Assets (Net)
572.60
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FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
51. BUSINESS COMBINATIONS (Contd.)
a) Summary of assets acquired and liabilities assumed at fair value on the acquisition date: (Contd.)
Particulars
Total
Other current assets
580.91
Total Assets
12,334.50
Liabilities
Lease liabilities
1,062.85
Provisions
669.42
Trade payables
1,200.84
Other financial liabilities
654.49
Other current liabilities
2,466.03
Provisions
82.16
Total Liabilities
6,135.79
Total identifiable net assets acquired
6,198.71
b) Calculation of Goodwill
Particulars
Total
Purchase Consideration
12,240.24
Add: Non-Controlling Interest
-
Less: Fair Value of Net Assets Acquired
(6,198.71)
Goodwill
6,041.53
Acquisition of ARI Labs Pvt Ltd
On 28 February 2025,the Group completed the acquisition of 100% stake in ARI Labs Private Limited, for a consideration of Rs.
250 Lakhs.
a) Summary of assets acquired and liabilities assumed at fair value on the acquisition date:
Particulars
Total
Assets
Property, plant and equipment
3.40
Other financial assets
402.62
Deferred tax assets
4.63
Trade receivables
0.02
Cash and cash equivalents
324.45
Bank balances other than above
22.31
Others financial assets
8.86
Other current assets
3.84
Total assets
770.13
Borrowings
402.06
Trade Payables
18.01
Other current liabilities
319.77
Total liabilities
739.85
Total identifiable net assets acquired
30.29
b) Calculation of Goodwill
Particulars
Total
Purchase Consideration
250.00
Add: Non-Controlling Interest
-
Less: Fair Value of Net Assets Acquired
(30.29)
Goodwill
219.71
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ANNUAL REPORT 2024-25
253
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FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
51. BUSINESS COMBINATIONS (Contd.)
Acquisition of Vector Technics Private Limited
On 14 February 2025, the Board of Directors approved the
acquisition of 51% of Vector Technics Private Limited ("Vector")
for a consideration of Rs. 2,499.88 Lakhs. During the quarter, the
Company has acquired partly paid equity shares of Vector for
Rs. 1,069.89 Lakhs and the balance consideration amounting
to Rs. 1,429.99 Lakhs shall be paid on or before 24 February
2026.Consequently, a goodwill amounting to Rs. 455.13 Lakhs
has been recorded on a provisional basis and subject to the
final determination within the measurement period defined
under IND AS 103, Business Combinations. This one-year
period concludes when the Company obtains the necessary
information to finalize the accounting or determines that such
information is not obtainable.
Any adjustments resulting from the final purchase price
allocation will be applied retrospectively in accordance with
Ind AS 103, including restatement of comparative figures,
where applicable. Any material revisions will be appropriately
disclosed in the subsequent financial statements.
52. ACQUISITION OF ASSOCIATE
On 14 February 2025, the Board of Directors of the Company
approved the purchase of 45.33% equity shares of Bhairav
Robotics Private Limited ("Bhairav") for a consideration of
Rs. 399.66 Lakhs. Consequent to the acquisition Bhairav has
become an associate of the Company and has been accounted
for under equity method in accordance with IND AS 28,
Investments in Associates and Joint Ventures.
53. GROUP INFORMATION
Information about subsidiaries
The consolidated financial statements of the Group include subsidiaries listed in the table below:
Name of the
entity
As at 31 March 2025
Principal
activities
Net Assets i.e., total assets
minus total liabilities
Share in
profit and loss
Share in Other
Comprehensive income
Share in total
Comprehensive income
%
Amount
%
Amount
%
Amount
%
Amount
Holding Company
Zen Technologies
Limited
Military Training &
operations
97.30%
1,68,898.57
87.85%
26,295.05
55.84%
(143.29)
88.12%
26,151.76
Indian Subsidiaries
Unistring Tech
Solutions Private
Limited
Development of
electronic warfare
solutions
3.76%
6,520.95
13.18%
3,943.92
3.52%
(9.04)
13.26%
3,934.88
Zen Medical
Technologies
Pvt Ltd
Manufacturing of
medical devices
0.02%
40.16
-0.01%
(2.23)
0.00%
-
-0.01%
(2.23)
Aituring
Technologies
Private Limited
Manufacturing
of Electronics
and Electrical
instruments
0.21%
361.06
-0.11%
(33.26)
0.00%
-
-0.11%
(33.26)
Applied Research
International
Private Limited
Military Training &
operations
3.86%
6,701.32
1.72%
513.51
4.27%
(10.94)
1.69%
502.57
ARI Labs Private
Limited
Military Training &
operations
0.02%
32.13
0.01%
1.86
0.00%
-
0.01%
1.86
Vector Technics
Private Limited
Manufacturing
of Electronics
and Electrical
instruments
0.26%
451.02
-0.05%
(14.59)
0.00%
-
-0.05%
(14.59)
Foreign Subsidiaries
Zen Technologies
USA, INC
Training Simulators
manufacturing
4.86%
8,445.18
-1.45%
(434.71)
36.38%
(93.35)
-1.78%
(528.06)
Zen Defence
Technologies
L.L.C, UAE
Training Simulators
manufacturing
0.02%
27.97
-0.01%
(2.65)
0.00%
-
-0.01%
(2.65)
Total
110.30%
1,91,478.37
101.11%
30,266.90
100.00%
(256.62)
101.12%
30,010.28
Consolidation
adjustments
-10.30%
(17,887.35)
-1.11%
(333.44)
0.00%
-
-1.12%
(333.44)
Net amount
100.00%
1,73,591.01
100.00%
29,933.46
100.00%
(256.62)
100.00%
29,676.84
ZEN TECHNOLOGIES LIMITED
254
ANNUAL REPORT 2024-25
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FINANCIAL STATEMENTS
(All amounts in Indian Rupees in lakhs, unless otherwise stated)
Name of the
entity
As at 31 March 2024
Principal
activities
Net Assets i.e., total assets
minus total liabilities
Share in
profit and loss
Share in Other
Comprehensive income
Share in total
Comprehensive income
%
Amount
%
Amount
%
Amount
%
Amount
Holding Company
Zen Technologies
Limited
Military Training &
operations
97.18%
45,312.84
99.79%
12,923.45
-102.23%
(55.97)
98.94%
12,867.48
Indian Subsidiaries
Unistring Tech
Solutions Private
Limited
Development of
electronic warfare
solutions
5.55%
2,586.06
2.55%
330.57
3.60%
1.97
2.56%
332.55
Zen Medical
Technologies
Pvt Ltd
Manufacturing of
medical devices
0.09%
42.40
-0.04%
(4.62)
0.00%
-
-0.04%
(4.62)
Aituring
Technologies
Private Limited
Manufacturing
of Electronics
and Electrical
instruments
0.85%
394.31
0.00%
-
0.00%
-
0.00%
-
Foreign Subsidiaries
Zen Technologies
USA, INC
Training Simulators
manufacturing
0.68%
318.52
-1.12%
(145.01)
198.63%
108.75
-0.28%
(36.26)
Foreign Subsidiaries
Zen Defence
Technologies
L.L.C, UAE
Training Simulators
manufacturing
0.07%
30.63
-0.02%
(2.58)
0.00%
-
-0.02%
(2.58)
Total
104.41%
48,684.77
101.17%
13,101.81
100.00%
54.75
101.16%
13,156.56
Consolidation
adjustments
-4.41%
(2,055.61)
-1.17%
(151.37)
0.00%
-
-1.16%
(151.37)
Net amount
100.00%
46,629.17
100.00%
12,950.44
100.00%
54.75
100.00%
13,005.19
As per our report attached of even date
For Ramasamy Koteswara Rao and Co LLP
Chartered Accountants
Firm Registration Number: 010396S/S200084
For and on behalf of the Board of Directors of
Zen Technologies Limited
Murali Krishna Reddy Telluri
Partner
Membership Number: 223022
Ashok Atluri
Chairman & Managing Director
DIN: 00056050
M.Ravi Kumar
Whole Time Director
DIN: 00089921
Afzal Harunbhai Malkani
Chief Financial Officer
Sourav Dhar
Company Secretary
M.No. A63455
Place: Hyderabad
Date: 17 May 2025
Place: Hyderabad
Date: 17 May 2025
53. GROUP INFORMATION (Contd.)
ZEN TECHNOLOGIES LIMITED
ANNUAL REPORT 2024-25
255
STRATEGIC REVIEW
STATUTORY REPORTS
FINANCIAL STATEMENTS
