Z-Tech (India) Ltd Directors Report

To

The Members of Z-TECH (INDIA) LIMITED

(Formerly known as "Z-Tech (India) Private Limited”)

Dear Members,

Your Directors have pleasure in presenting 31st Annual Report of the Company, together with the audited Financial Statements for the financial year ended 31st March, 2025.

State Of Company Affairs And Business Overview:

We "Z-TECH (INDIA) LIMITED” a NSE ("NSE Emerge”) Listed Company, designs civil engineering products and services with state- of-the-art specialty in Geo-Technical Solutions in the field of infrastructure and civil construction projects to India. It includes a range of techniques, methodologies, and technologies aimed at optimizing the performance and stability of structures built on or in the ground. In addition to this, we are actively engaged in the waste management sector, where our focus involves creating creative parks through the utilization of recycled scrap materials. Simultaneously, we are dedicated to implementing innovative waste water management solutions for industrial units, employing the cutting-edge GEIST technology. This dual commitment underscores our holistic approach to sustainable practices, transforming discarded materials into recreational spaces while efficiently managing industrial wastewater through state-of-the-art technology.

1. Result of Operations:

The summarized financial highlights of the Company, for the year ended 31st March, 2025 are as follows:

(Figures in lakhs except EPS)

PARTICULARS	Consolidated		Standalone
	FY 2024-2025	FY 2023-2024	FY 2024-2025	FY 2023-2024
Sales and Other Income	9,479.23	6,737.01	9,479.23	6,737.01
Less: Expenses	6658.57	5,557.47	6,658.57	5,557.45
Operating Profit (PBIDT)	2820.64	1,179.54	2,820.64	1,179.54
Less: Finance Cost	9.07	9.34	9.07	9.34
Profit before Depreciation (PBDT)	2811.57	1,170.20	2811.57	1,170.20
Less: Depreciation	65.65	63.88	65.65	63.88
Profit before Tax	2745.90	1,106.30	2,745.90	1,106.30
Less: Current Taxes, Deferred Taxes and Short provision of tax	785.35	260.34	785.35	260.22
Profit after Tax	1960.55	845.96	1,960.55	846.08
Profit from Associates	57.59	0.67	-	-
Profit/ (Loss) for the period	2018.14	846.63	1,960.55	846.08
Basic EPS	16.52	8.62	16.05	9.35
Dilute EPS	16.52	8.62	16.05	9.35

2. Operation and State of Companys Affair:

During the financial year ending March 31, 2025, the Company has earned a total income of Rs. 9,479.23 Lakhs as compared to previous years income of Rs. 6,737.01 Lakhs. The Company earned a profit of Rs. 1,960.55 Lakhs as against profit of Rs. 846.08 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.

5. Change in nature of Business:

There was no Change in the nature of Business during the FY 2024-25

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 Rs. 14,00,00,000/- to Rs. 17,00,00,000/- during the year under the review in the Extra Ordinary General meeting held on 25th January, 2025.

During the year Company had Issued Shares by way of following Allotments:

S. No.	Type of Issue	Date of Allotment	No of shares Issued	Total Amount at Face Value (in Rs.)
1	* Initial Public Offer (IPO)	3rd June 2024	33,91,200	3,39,12,000
2	# Preferential Allotment	14th March 2025	15,33,000	1,53,30,000
	Total		49,24,200	4,92,42,000

And the issued, subscribed and paid up capital of the Company is increased from Rs. 12,79,72,480 to Rs. 14,33,02,480.

* During the year under review, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Company has issued and allotted 33,91,200 Equity Shares at the Issue Price of Rs.110/- each aggregating to Rs. 3730.32 Lakhs. The offer was opened for subscription on May 29, 2024 and closed on May 31, 2024. The shares of the Company got subsequently listed on SME Platform of National Stock Exchange Limited (“NSE EMERGE")

# During the year under review, the Company had successfully Issued and allotted 15,33,000 Equity shares on 14th March, 2025 through Preferential allotment at an issued price of Rs. 500/- (Including premium of Rs. 490/-).

8. Listing Of Shares:

The Company is listed on SME Platform of National Stock Exchange Limited (“NSE EMERGE") on 5th June, 2024 and the NSE Symbol is “ZTECH". The ISIN of the Company is INE0ISZ01012

9. Details Of Utilization Of Funds Raised Through Initial Public Offer (Ipo):

a) Utilization of IPO Proceeds:

The proceeds of the Initial Public Offer (after adjusting IPO Expenses) has been utilized by the company up to the quarter ended as on 31.03.2025 as under:

S. No.	Purpose	Amount received from proceeds of IPO & Pre-IPO (in lakhs)	Amount utilized from net proceeds (in lakhs)
1.	Funding the Working Capital Requirements	2,375.77	2,375.77
2.	General corporate purposes	750.05	750.05
3.	Issue Expenses	604.50	604.50
	TOTAL	3730.32	3730.32

b) Utilization of Preferential Allotment Proceeds:

In the current financial year, the Company, on a preferential basis, at an issue price of Rs. 500 per equity share/warrant (including a premium of Rs. 490 per unit) completed allotment of 15,33,000 equity shares and 18,64,000 warrants on 14th March 2025 under the SEBI (ICDR) Regulations, 2018 to persons within the Non-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 utilization during the year ended 31st March 2025 is summarised below:

Original Object	Amount received from Preferential Allotment (Assuming Full Conversion of Warrants)	Utilized upto 31st March, 2025
General Corporate Purpose	42,46,25,000	48,00,000
Capital expenditure in theme Parks	50,95,50,000	-
Unidentified Acquisition	59,44,75,000	-
Working Capital Requirement	16,98,50,000	7,77,00,000

10. Directors & KMP:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025 were as follows:

S. No.	Name	DIN	Designation
1.	Ms. Sanghamitra Borgohain	08578955	Managing Director
2.	Mr. Anuj Kumar Poddar	10248556	Whole Time Director
3.	Mr. Pradeep Sangwan*	09683475	Non-Executive Non Independent Director
4.	Mr. Steve A Preira	08566688	Independent Director
5.	Mr. Aditya Rungta	02414611	Independent Director
6.	Mr. Anjani Goyal#	-	Chief Financial Officer
7.	Mr. Ashish Goel	-	Company Secretary & Compliance Officer

11. Changes in Directors & KMP:

a) There is a Change in Directorship after Closure of Financial Year 2024-25

i. Mr. Pradeep Sangwan* has resigned from the designation of Non-Executive Independent Director w.e.f. 25th August, 2025.

ii. Dr. Navneet Singh has appointed as Additional Non-Executive Independent Director w.e.f. 28th August, 2025.

b) There is a Change in KMP after Closure of Financial Year 2024-25

i. Mr. Anjani Goyal# has resigned as Chief Financial Officer of the Company w.e.f. May 29, 2025.

ii. Mr. Dilip Kohli appointed as Chief Financial Officer of the Company with effect from May 29, 2025

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 related party transactions are placed before the Audit Committee for review and approval.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-I.

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 30th AGM till the conclusion of the 34th 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 manner whatsoever from continuing as Statutory Auditors.

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 2024-2025. 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 II and forms part of this Report. Further, the Secretarial audit report is self-explanatory.

16. Internal Auditors:

Pursuant to the provisions of Section 138 ofthe 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 13th August 2024, had appointed M/s. NGSG & Associates, Chartered Accountants (having FRN No. 0027685N), Chartered Accountants, as Internal Auditors to conduct Internal Audit for the financial year 2024-25.

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 2024-25 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 31st March, 2025 does not contain any qualification and is self-explanatory.

19. Reporting Of Frauds By Auditors:

For the Financial year 2024-25, 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, 2025, 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 31st March, 2025 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 III 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

a. 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.

b. 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.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - the minimum technology required for the business has been absorbed.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange

Foreign Exchange Earning: Rs. Nil/

Foreign Exchange Outgo: Rs. 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 2024-2025. The maximum interval between any two meetings did not exceed 120 days.

Sr. No	Date of Board Meeting	No of Director eligible attend	No of Director attended
1	10.05.2024	5	5
2	23.05.2024	5	4
3	28.05.2024	5	4
4	03.06.2024	5	4
5	15.06.2024	5	3
6	13.08.2024	5	4
7	13.11.2024	5	4
8	26.11.2024	5	5
9	26.12.2024	5	5
10	12.02.2025	5	4
11	14.03.2025	5	5

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, 2025 is mentioned below:

Sr. No.	Name of Member	Designation in Board	Designation	Number of meetings attended
1	Mr. Steve A Pereira	Independent Director	Chairperson	4
2	Mr. Aditya Rungta	Independent Director	Member	0
3	Ms. Sanghamitra Borgohain	Managing Director	Member	4

Further the Committee members met 4 time 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, 2025 is mentioned below:

Sr. Name of Member No.	Designation in Board	Designation	Number of meetings attended
1 Mr. Pradeep Sangwan	Non-Executive, NonIndependent Director	Chairperspon	4
2 Mr. Aditya Rungta	Independent Director	Member	0
3 Mr. Steve A Pereira	Independent Director	Member	4

Further the Committee members met four times 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, 2025 is mentioned below:

Sr. Name of Member No.	Designation in Board	Designation	Number of meetings attended
1 Mr. Steve A Pereira	Independent Director	Chairperson	1
2 Mr. Pradeep Sangwan	Non-Executive, NonIndependent Director	Member	1
3 Mr. Aditya Rungta	Independent Director	Member	1

Further the Committee members met once 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, 2025 is mentioned below:

Sr. Name of Member No.	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 Mr. Pradeep Sangwan	Non-Executive, NonIndependent 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 occurring between 31st March, 2024 and date of the Report

a) During the year under review, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Company has issued and allotted 33,91,200 Equity Shares at the Issue Price of Rs.110/- each aggregating to Rs. 3,730.32 Lakhs through Initial Public Offering. The offer was opened for subscription on May 29, 2024 and closed on May 31, 2024.

b) The Company is listed on SME Platform of National Stock Exchange Limited ("NSE EMERGE") 5th June, 2024 and the NSE Symbol is "ZTECH". The ISIN of the Company is INE0ISZ01012.

c) The Company has issued and allotted 15,33,000 equity shares through preferential allotment. The Company has also Issued and allotted 18,64,000 warrants, which are convertible into equity shares.

These warrants are also electronically registered under ISIN No. INE0ISZ13017, providing an attractive opportunity for future equity participation and shareholder value enhancement.

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

During the Financial Year under review, the Company having 36% stake in M/s. Inacces Geotechnical Solutions India Private Limited sold to M/s. Terramaya Enterprises Private Limited on 26th December, 2024 and therefore ceased to be an Associate Company of Z-Tech (India) Private Limited.

As per the provisions of the Companies Act, 2013, and the applicable accounting standards, there are no other subsidiaries, joint ventures, or associate companies within the meaning of Sections 2(87) and 2(6) of the Act, as on the balance sheet date of 31st March 2025.

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 IV

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, 2025.

Male Employees: 79 Female Employees: 15 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:

S. No.	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 31st March, 2025 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 V

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 provisions of Section 149 for appointment of Independent Directors do not apply to the company.

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 2024-25

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	Steve A Pereira
Managing Director	Director
DIN:08578955	DIN: 08566688
Place: Delhi
Dated: Septembert 05, 2025