Z-Tech India Ltd Directors Report

To The Members of

Z-TECH (INDIA) LIMITED

Dear Members,

Your Directors have pleasure in presenting 32^nd Annual Report of the Company, together with the audited Financial Statements for the financial year ended 31^st March, 2026.

State of Company Affairs And Business Overview:

Z-TECH (INDIA) LIMITED, an NSE ("NSE Emerge") Listed Company, has evolved over more than three decades from a civil construction firm established in 1994 into a diversified engineering enterprise. Today, the Company operates across three synergistic business segments—Creative Parks, Engineered Infra and Chemical Recovery—serving the evolving needs of the public, infrastructure and industrial ecosystems. Through Creative Parks, the Company designs, develops and operates theme-based experiential spaces, with a distinctive focus on transforming recycled and discarded materials into engaging recreational environments. Engineered Infra delivers specialised geotechnical and civil engineering solutions, combining technical expertise, customised methodologies and execution capabilities to address infrastructure requirements. Chemical Recovery provides industrial wastewater management and resource recovery solutions through its patented GEIST technology, enabling the recovery of valuable chemicals while supporting efficient and sustainable industrial operations. With a strong foundation in engineering, innovation and project execution, Z-TECH continues to develop practical, customised and sustainable solutions across its businesses. The Company remains committed to responsible resource utilisation, technological advancement and efficient execution, creating enduring value for customers, stakeholders and the broader ecosystem.

1. Result of Operations:

The summarized financial highlights of the Company, for the year ended 31^st March, 2026 are as follows:

PARTICULARS	FY 2025-2026	FY 2024-2025
Sales and Other Income	16,139.16	9479.23
Less: Expenses	11,278.58	6658.57
Operating Profit (PBIDT)	4,860.58	2820.64
Less: Finance Cost	188.49	9.07
Profit before Depreciation (PBDT)	4,672.09	2811.57
Less: Depreciation	201.25	65.65
Profit before Tax	4470.84	2745.92
Less: Current Taxes, Deferred Taxes and Short provision of tax	884.97	785.35
Profit after Tax	3585.87	1,960.55
Profit from Associates	-	-
Profit/ (Loss) for the period	3585.87	1,960.55
Basic EPS	24.95	16.05
Dilute EPS	24.67	16.05

2. Operation and State of Companys Affair:

During the financial year ending March 31, 2026, the Company has earned a total income of H 16,139.16 Lakhs as compared to previous years income of H 9,479.23

Lakhs. The Company earned a profit of H 3585.87 Lakhs as against profit of H 1,960.55 Lakhs in the previous year. The Company has demonstrated strong financial growth, with significant increases in both revenue and profit, reflecting effective business strategies and operational improvements.

3. Reserves:

The Company has transferred the profit of the current year to the reserves.

4. Dividend:

In order to plough back the profits of the company, the directors do not recommend any dividend for the year under consideration. The Company has developed a suitable Dividend Distribution Policy which is available on the Website of the Company at the web link at www.z-techindia.com

5. Change in nature of Business:

There was no Change in the nature of Business during the FY 2025-26

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. Share Capital:

The authorized share capital of the company has increased from H 17,00,00,000/- to H 20,00,00,000/- during the year under the review in the Extra Ordinary General meeting held on 18^th December, 2025.

a) During the financial year, the Company made the following allotments of equity shares:

Nature of Allotment	Date of Allotment	No. of Equity Shares Allotted	Total Amount at Face Value (in J)
1 *Allotment of Equity Shares pursuant to conversion of Convertible Warrants	10th December 2025	1,28,000	12,80,000
Total		1,28,000	12,80,000

And the issued, subscribed and paid up capital of the Company is increased from H 14,33,02,480 to H 14,45,82,480.

* During the financial year 2025-26, the Company allotted 1,28,000 equity shares of face value 10 each on 10^th December 2025 pursuant to the exercise of an equivalent number of Convertible Warrants by the warrant holders. The said Convertible Warrants formed part of 18,64,000 Convertible Warrants originally issued and allotted on a preferential basis on 14^th March 2025 during the financial year 2024-25.

b) During the financial year, the Company also allotted 8,55,400 Convertible Warrants on a preferential basis on 12^th

February 2026 at an issue price of 575 per warrant (including a premium of 565 per warrant), in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. These warrants are also electronically registered under ISIN No. INE0ISZ13017 & INE0ISZ13025, providing an attractive opportunity for future equity participation and shareholder value enhancement.

8. Listing on stock exchanges:

The Companys Shares are listed on SME Platform of National Stock Exchange Limited ("NSE EMERGE")

9. Details Of Utilization Of Funds Raised Through Preferential Allotment Proceeds: a) During the financial year 2024-25, the Company had allotted 18,64,000 Convertible Warrants on a preferential basis on 14^th March 2025 at an issue price of 500 per warrant (including a premium of 490 per warrant) to eligible investors in under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 to persons within the Promoter/Non-Promoter Group Category.

The warrants are convertible into equity shares at any time within 18 months from the date of allotment, upon payment of the reaming Warrant Exercise Price of 375 per warrant, on a 1:1 basis, at the stipulated issue price.

The Details of fund utilization from proceeds during the year ended 31^st March 2026 is summarised below:

Original Object	Amount received from Preferential Allotment (Assuming Full Conversion of Warrants) (J In Crore)	Fund Utilized upto 31st March, 2026 (J In Crore)
General Corporate Purpose	42.46	12.63
Capital expenditure in theme Parks	67.94	20.81
Unidentified Acquisition	16.99	15.51
Working Capital Requirement	42.46	18.08
Total	169.85	67.03

b) During the financial year 2025-26, the Company on 12^th February 2026, on a preferential basis, has made further allotment of 8,55,400 warrants at an issue price of H 575 per warrant (including a premium of H 565 per unit) under the SEBI (ICDR) Regulations, 2018 to the Non-Promoter Group category.

The warrants are convertible into equity shares at any time within 18 months from the date of allotment, upon payment of the reaming Warrant Exercise Price of 431.25 per warrant, on a 1:1 basis, at the stipulated issue price.

The Details of fund utilization from proceeds during the year ended 31^st March 2026 is summarised below:

Original Object	Amount received from Preferential Allotment (Assuming Full Conversion of Warrants) (J In Crore)	Fund utilized upto 31st March, 2026 (J In Crore)
General Corporate Purpose	7.38	0.00
Capital expenditure in theme Parks	20.90	3.30
Working Capital Requirement	20.90	3.48
Total	49.18	6.78

10. Directors & KMP:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2026 were as follows:

Name	DIN	Designation
1. Ms. Sanghamitra Borgohain	08578955	Managing Director
2. Mr. Anuj Kumar Poddar	10248556	Whole Time Director
3. Dr. Navneet Singh	00211381	Independent Director
4. Mr. Steve A Pereira	08566688	Independent Director
5. Mr. Aditya Rungta	02414611	Independent Director
6. Mr. Vikas Jain*	-	Chief Financial Officer
7. Mr. Ashish Goel	-	Company Secretary & Compliance Officer

11. Changes in Directors & KMP: a) Changes during the Financial Year

Changes in Directorship during the Financial Year 2025-26 i. Mr. Pradeep Sangwan has resigned from the designation of Non-Executive Non-Independent Director w.e.f 25^th August, 2025. ii. Dr. Navnent Singh has appointed as Additional Non-Executive Independent Director on 28^th August, 2025 and subsequently regularized as Non-Executive Independent Director at AGM i.e. 29^th September, 2025.

Changes in KMP during the Financial Year 2025-26 i. Mr. Anjani Goyal has resigned as Chief Financial Officer of the Company w.e.f May 29, 2025. ii. Mr. Dilip Kohli has resigned as Chief Financial Officer of the Company w.e.f. January 30, 2026.

iii. *Mr. Vikas Jain has appointed as Chief Financial Officer of the Company w.e.f. January 30, 2026. b) Changes after the closure of the Financial Year

No Change in Directorship after Closure of Financial Year 2025-26

Changes in KMP after Closure of Financial Year 2025-26 i. *Mr. Vikas Jain has resigned as Chief Financial Officer of the Company w.e.f. May 29, 2026. ii. Ms. Isha Chaudhary appointed as Chief Financial Officer of the Company w.e.f. May 29, 2026.

12. Director retires by rotation:

In accordance with the provisions of Sub-section (6) of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anuj Kumar Poddar, Whole-time Director, is liable to retire by rotation at this Annual General Meeting. However, Mr. Anuj Kumar

Poddar has conveyed his decision to offer himself for reappointment as a Whole-time Director.

The Board recommends the said reappointment for shareholders approval.

13. Related Party Transaction:

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on of Related Party Transactions which is also available on the Companys website at www.z-techindia.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions.

During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188(1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY26 and hence, does not form part of this report.

14. Statutory Auditors:

Pursuant to the provisions of section 139 of the Act, M/s. NAV & CO., Chartered Accountants, Chandigarh (Firm Registration No. 0238688N) were appointed as the Statutory Auditors of the Company, for a term of five years, to hold office from the conclusion of the 30^th AGM till the conclusion of the 34^th AGM.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any mannerwhatsoeverfromcontinuingasStatutoryAuditors. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors

15. Secretarial Auditor:

The Board had appointed M/s Jai Kishan & Associates, Practicing Company Secretaries (Membership No. 12388 and COP No. 19407) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2025-2026. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure I and forms part of this Report. Further, the Secretarial audit report is self-explanatory.

16. Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit Committee at their meeting held on 11^th August 2025, had appointed M/s. S. S. Khothari Mehta & Co. LLP, Chartered Accountants (having FRN No. 000756N), Chartered Accountants, as Internal Auditors of the company to conduct Internal Audit for the Financial Year 2025-26.

17. Cost Audit:

Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs, Cost audit report for the FY 2025-26 is not applicable to the Company.

18. Auditors Report:

The Auditors Report to the members on the Accounts of the Company for the financial year ended 31^st March, 2026 does not contain any qualification and is self-explanatory.

19. Reporting of Frauds By Auditors:

For the Financial year 2025-26, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

20. Regulatory Action:

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status and operations of the company in future.

21. Public Deposits

During the year under review, your Company did not accept or renewed any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

22. Extract of Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) for the financial year ended March 31, 2026, is available on the companies website and can be accessed at www.z-techindia.com.

23. Particulars of Loans availed from directors or their relatives

As required under Rule 2(c)(viii) of Companies (Acceptance of deposits) Rules, 2014, there are no loans availed by the Company during the year from its directors and their relatives.

24. Particulars of Loans, Guarantees or Investments

The particulars of Loans or Guarantees and Investments in any other Company in terms of Section 186 of the Companies Act, 2013, are as per the Audited Financial Statements for the financial year ended 31^st March, 2026 read with notes on accounts forming part of the financial statements.

25. Statement pursuant to section 197(12) of the companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure II which forms part of this Report.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

a. Conservation of Energy i. Steps taken or impact on conservation of energy – The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

ii. Steps taken by the Company for utilizing alternate sources of energy – Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises. iii. The capital investment on energy conservation equipment – Nil

b. Technology Absorption i. The efforts made towards technology absorption – the minimum technology required for the business has been absorbed. ii. The benefits derived like product improvement, cost reduction, product development or import substitution – Not Applicable iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not Applicable iv. The expenditure incurred on Research and Development - Not Applicable

c. Foreign Exchange

Foreign Exchange Earning: H Nil/ Foreign Exchange Outgo: H Nil /-

27. Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Meeting is circulated at least a week prior to the date of the meeting.

The Board met Eleven (11) times in financial year 2025-2026. The maximum interval between any two meetings did not exceed 120 days.

Date of Board Meeting	No of Director eligible attend	No of Director attended
29.05.2025	5	3
11.07.2025	5	3
11.08.2025	5	5
28.08.2025	5	3
05.09.2025	5	5
10.11.2025	5	3
18.11.2025	5	3
21.11.2025	5	3
10.12.2025	5	3
30.01.2026	5	3
12.02.2026	5	4

28. Board Committee

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective Charters. These Committees play an important role in the overall management of the day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are Three Committees of the Board, namely:

Audit Committee

Stakeholder Relationship Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

The Company has Three committees viz; Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.The Composition of Audit Committee as on march 31, 2026 is mentioned below:

Name of Member	Designation in Board	Designation	Number of meetings attended
1 Mr. Steve A Pereira	Independent Director	Chairperson	5
2 Mr. Aditya Rungta	Independent Director	Member	5
3 Ms. Sanghamitra Borgohain	Managing Director	Member	5

Further the Committee members met five (5) times during the year for conducting the Meeting.

II. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. The Composition of Stakeholder Relationship Committee as on March 31, 2026 is mentioned below:

Name of Member	Designation in Board	Designation	Number of meetings attended
1 Dr. Navneet Singh	Independent Director	Member	1
2 Mr. Aditya Rungta	Independent Director	Member	1
3 Mr. Steve A Pereira	Independent Director	Member	1

Further the Committee members met once during the year for conducting the Meeting.

III. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee as on March 31, 2026 is mentioned below:

Name of Member	Designation in Board	Designation	Number of meetings attended
1 Mr. Steve A Pereira	Independent Director	Chairperson	3
2 Dr. Navneet Singh	Independent Director	Member	3
3 Mr. Aditya Rungta	Independent Director	Member	3

Further the Committee members met three (3) times during the year for conducting the Meeting.

IV. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee of the Company is constituted under the provisions of section 135 of the Companies Act, 2013. The composition of the Corporate Social Responsibility Committee as on March 31, 2026 is mentioned below:

Name of Member	Designation in Board	Designation	Number of meetings attended
1 Ms. Sanghamitra Borgohain	Managing Director	Chairperson	1
2 Mr. Steve A Pereira	Independent Director	Member	1
3 Dr. Navneet Singh	Independent Director	Member	1

Further the Committee members met once during the year for conducting the Meeting.

29. Separate Meetings of Independent Directors:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

30. Prevention Of Insider Trading:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close.

The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companys website and can be assessed at www.z-techindia.com.

31. Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

32. Companys policy relating to Directors appointment, payment of remuneration and discharge of their duties:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors. The said policy is available on the Companys Website www.z-techindia.com.

33. Material changes and commitments occured between 31^st March, 2026 and date of the Report a) Subsequent to the close of the financial year, the Company allotted 1,01,200 equity shares of face value 10 each on 20^th May 2026 pursuant to the conversion of an equivalent number of Convertible Warrants into equity shares. The said Convertible Warrants formed part of 18,64,000 Convertible Warrants originally allotted on a preferential basis on 14^th March 2025. b) Further, the Company allotted 2,05,000 equity shares of face value 10 each on 10^th July 2026 pursuant to the conversion of an equivalent number of Convertible Warrants into equity shares. The said Convertible Warrants also formed part of the

18,64,000 Convertible Warrants originally allotted on a preferential basis on 14^th March 2025. c) Further, the Company allotted 1,07,000 equity shares of face value 10 each on 13^th August 2026 pursuant to the conversion of an equivalent number of Convertible Warrants into equity shares. The said Convertible Warrants also formed part of the

18,64,000 Convertible Warrants originally allotted on a preferential basis on 14^th March 2025. d) During the Financial Year under review, the company had given an advance for proposed acquisition of a 76% stake in Grace Green Infra Private Limited (GGIPL) however, in board meeting dated 20^th May 2026, the Board had reviewed the proposed acquisition and decided not to proceed with the proposed acquisition due to failure of the expected outcome under the trial phase of the technology proposed to be used in the water treatment and also failed to meet the desired performance standards and business expectations of the Company. The Board was of the view that the said decision would ensure prudent utilization and conservation of the

Companys financial resources and would enable the Company to evaluate and pursue more suitable opportunities aligned with its future growth strategy. e) Further, the Company allotted 3,18,400 equity shares of face value J10 each on 31^st August 2026 pursuant to the conversion of an equivalent number of Convertible Warrants into equity shares. The said Convertible Warrants also formed part of the

18,64,000 Convertible Warrants originally allotted on a preferential basis on 14^th March 2025.

There are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

34. Disclosure on maintenance of cost records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 as the same is not applicable to the Company.

35. Details of Subsidiary/Joint Ventures/Associate Companies

As on 31 March 2026, the Company does not have any subsidiary, joint venture, or associate company within the meaning of Sections 2(87) and 2(6) of the Companies Act, 2013 and the applicable provisions thereof.

36. Registrar and Share Transfer Agent

The Company has appointed M/s Maashitla Securities Private Limited as its Registrar and Share Transfer Agent (RTA & STA) to efficiently manage shareholder services and share transfer activities. M/s Maashitla Securities Private Limited, registered with SEBI under Registration No. INR000004370, is responsible for maintaining the register of members, processing share transfers, and providing support and services related to shareholding and shareholder communications.

37. Significant and Material Orders passed by the Regulators or Courts

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

38. Risk Management

The Company has designed Risk management policy to plan, monitor and control the measures needed to prevent exposure to risk. The Company has identified hazards, assessed the extent of the risk and provided measures to control the risk and manage any residual risks.

39. Details of application/any proceeding pending under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. 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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

41. Details of policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

The Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with the provisions of Section 135 of the Companies Act, 2013 and applicable rules.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are made in prescribed form which is annexed to this Report as Annexure III

42. Gender-wise Composition of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026. Male Employees: 133 Female Employees: 19 Transgender Employees: 0 This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

43. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. Also, the Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

Particulars	Status of the No of Complaints received and disposed off
1. Number of complaints on sexual harassment received	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Not applicable
4. Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts awareness programmes for its employees
5. Nature of action taken by the employer or district officer	Not applicable

44. Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism) in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee Details of the Vigil Mechanism are available on the Companys website https://www.z-techindia.com/general-5-1.

45. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profits of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these systems are adequate and operating effectively.

f) They had laid down Internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

46. Management Discussion & Analysis Reports:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure IV

47. Corporate Governance:

As the equity shares of the Company are listed on Emerge SME Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation 46 and Paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

48. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a performance evaluation of the individual Directors as well as evaluation of the Board as a whole and its committees has been carried out.

Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company to evaluate the performance of:

The Chairman of the Company and performance of Non- Independent Directors and the Board as a whole.

Assess 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.

Further, the Nomination and Remuneration Committee also evaluated the performance of the Board of Directors of the Company.

The following metrics were considered for evaluation:

a) Generic parameters

b) Roles and responsibilities to be fulfilled

c) Participation in Board Processes

d) Governance

e) Strategy

f) Effective Communication

g) Stakeholder focus

h) Risk Awareness

i) The results of evaluation of performance of the Board, its Committees and of individual Directors was found to be satisfactory.

49. Declaration of Independent Directors

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

50. Prohibition Of Insider Trading:

In accordance with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company believes in adhering to the highest standards of transparency and fairness in dealing with all stakeholders and aims to institutionalize strong governance processes to ensure that no insider uses his or her position, with or without the knowledge of the Company, for personal benefit, or to provide benefits to any third party. Towards this end, the Company has adopted a Code of Conduct for prevention of Insider Trading which is available on the Website of the Company at https://www.z-techindia.com/general-5-1

51. Risk Assessment Policy:

The Company has a Risk Management System for managing the risks involved in all activities to maximize opportunities and minimize adversity. A policy to assist in decision making processes that will minimize potential losses, improve the management of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives has been developed and placed on the Companys Website at https://www.z-techindia.com/general-5-1

52. Adequacy of internal financial controls with reference to financial statements

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

53. Business Responsibility Reporting

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the Financial Year 2025-26

54. Website:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.z-techindia.com. containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

55. Acknowledgement

Your Directors place on record their sincere appreciation for the wholehearted and continued support extended by all the investors, customers, suppliers, banks, financial institutions, and other Government Authorities during the year under report.

Your Directors also take this opportunity to express their deep sense of gratitude to the commitment, dedication and hard work of all employees who have been a major driving force for the Companys progress.

For and on behalf of the Board
Z-Tech (India) Limited
Sd/-	Sd/-
Sanghamitra Borgohain	Dr. Navneet Singh
Managing Director	Director
DIN: 08578955	DIN: 00211381
Place: Delhi
Dated: September 08, 2026