Dear Members,

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

FINANCIAL HIGHLIGHTS:

The financial highlights of the Company are as follows:

(T in Lakhs)

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

HIGHLIGHTS OF PERFORMANCE:

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

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

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

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

DIVIDEND:

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

Meeting (the 'AGM'). The dividend, if approved at the AGM will be paid to those members whose names appear on the register of members of the Company as of end of the day on August 21,2026 ('Record Date'). The total dividend payout will be approximately T 902.90 Lakhs (including tax). In terms of the provisions of the Income Tax Act, 1961, dividend income is taxable in the hands of the members, and therefore will be subject to deduction of applicable tax.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Dividend Distribution Policy, is available on the Company's website at .

TRANSFER TO RESERVES:

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

SHARE CAPITAL:

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

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

EMPLOYEE STOCK OPTION (ESOP) SCHEME:

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

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

* Acquired during the year under review

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

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at Company's website .

CONSOLIDATED FINANCIAL STATEMENTS:

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

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, including the consolidated financial statements, along with the relevant documents and the separate audited financial statements in respect of subsidiaries are made available on the website of the Company .

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.

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

In compliance with the requirements of the SEBI (SBEB & SE) Regulations, a Certificate from the Secretarial Auditors is obtained, confirming that the Schemes have been implemented in accordance with the SEBI (SBEB & SE) Regulations and Shareholders resolution and is uploaded on the website of the Company at .

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

DEPOSITS FROM PUBLIC:

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

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

Applied Research International Private Limited

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

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

ARI Labs Private Limited

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

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

Vector Technics Private Limited

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

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

Zen Technologies Inc, USA

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

Zen Medical Technologies Private Limited

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

Zen Defence Technologies L.L.C,

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

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

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

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

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

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

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

Retirement And Resignation:

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

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

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

Retirement By Rotation:

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

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

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

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

Changes In Key Managerial Personnel (KMP):

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

1. Mr. Ashok Atluri, Chairman and Managing Director

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

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

4. Mrs. Shilpa Choudari, Whole-Time Director

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

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

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

BOARD MEETINGS:

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

DECLARATION OF INDEPENDENCE:

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

OPINION OF THE BOARD:

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

BOARD EVALUATION:

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

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

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

NOMINATION AND REMUNERATION POLICY:

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

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

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

The Company's Nomination and Remuneration Policy is made available at .

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

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

MEETING OF INDEPENDENT DIRECTORS:

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

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

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

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

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

COMMITTEES OF THE BOARD:

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

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) Borrowing Committee

vii) Investment and Finance Committee

The composition of the committees are as follows:

The composition of the committees are as follows: (Contd.)

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

The policy on the materiality of related-party transactions and on dealing with related-party transactions is in line with SEBI Listing Regulations, as amended, and is uploaded on the website at .

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

CORPORATE GOVERNANCE:

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

BUSINESS RESPONSIBILITY 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 IV to this report.

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31,2026 is made available on the Company's website at .

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: .

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has an ongoing familiarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company's Website.

Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance.

The details of training and familiarization program are available on the website at .

AUDITORS:

Statutory Auditors:

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

Cost Records and Auditors:

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

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

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

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

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

Secretarial Auditors & Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of SEBI Listing Regulations, as amended, M/s. P S Rao & Associates, Practising Company Secretary, (Registration No: P2001TL078000) a peer reviewed

firm, has been appointed to undertake the Secretarial Audit of the Company for a term of five consecutive years i.e. from FY 2025-26 to FY 2029-30.

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

Secretarial audit of material unlisted subsidiary company:

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

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

Annual secretarial compliance report:

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

Reconciliation of Share Capital Audit:

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

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

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

Reporting of frauds:

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

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

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

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

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

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

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

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

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

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

Your Company has zero tolerance towards sexual harassment at the workplace has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee (ICC) has been constituted in compliance with the requirements of said Act to redress complaints received regarding sexual harassment. All employees are covered under this Policy.

The details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder are provided in the Coporate Governance Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

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

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

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

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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

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

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

The details of the investors whose dividend amount and shares are transferred are available on the website of the Company at .

INSURANCE:

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

INDUSTRIAL RELATIONS:

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

GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 33 rd Annual General Meeting of the Company including the Annual Report for FY 2025-26 are being sent to all members whose e-mail addresses are registered with the Company/ Depository Participant(s).

WEB-LINKS OF VARIOUS POLICIES

The web-links of various policies are provided herewith:

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

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

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

ACKNOWLEDGMENTS:

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

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