Interim report
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January 31, 2026 To, Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051 Symbol: ZENTEC To, Dept. of Corp. Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Scrip Code: 533339 Dear Sir/Madam, Sub: Outcome of Board of Directors Meeting This is to inform that, the Board of Directors of the Company at its meeting held today i.e., Saturday, January 31, 2026 has inter-alia, considered and approved the following: a) Standalone and Consolidated Unaudited Financial Results for the quarter and nine months ended December 31, 2025. Pursuant to Regulation 33(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the statement of aforesaid Unaudited Financial Results along with the Limited Review Reports issued by the Statutory Auditors are enclosed as Annexures. b) On the recommendation of the Nomination and Remuneration Committee, re-appointment of Mr. Ashok Atluri (DIN: 00056050) as Chairman and Managing Director of the Company for a period of three consecutive years with effect from May 01, 2026, subject to the approval of the shareholders. Further, pursuant to BSE Circular No. LIST/COMP/14/2018 -19 and NSE Circular No. NSE/CML/2018/24 dated 20 June 2018, and based on the declarations received, we hereby confirm that Mr. Ashok Atluri is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority and therefore, he is not disqualified to be appointed as a Director. The details in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 th November 2024 are provided in the enclosed Annexures. ~ZEN being there... TEC"NOLOGIES LIMITED Certified ISO 9001 :20151 ISO 27001 :20221 CMMI ML5 Regd. Office: 8-42, Industrial Estate, Sanath Nagar Hyderabad - 500 018, Telangana, India Phone: +91402381 3281/3294/2894/4894 Fax: +91402381 3694 Email: info@zentechnologies.com, Website: www.zen.in Corporate Identity Number: L72200TG1993PLC015939 Works: Plot No. 36, Hardware Park, Near Shamshabad International Airport, Hyderabad - 501 510, Telangana, India ■ ' • <rp~ML Appraisal# 74961 I Exp. Feb17, 2028
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c) On the recommendation of the Nomination and Remuneration Committee, re-appointment of Mr. Kishore Dutt Atluri (DIN: 09691242) as President and Joint Managing Director of the Company for a period of three consecutive years with effect from May 01, 2026, subject to the approval of the shareholders. Further, pursuant to BSE Circular No. LIST/COMP/14/2018 -19 and NSE Circular No. NSE/CML/2018/24 dated 20 June 2018, and based on the declarations received, we hereby confirm that Mr. Kishore Dutt Atluri is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority and therefore, he is not disqualified to be appointed as a Director. The details in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 th November 2024 are provided in the enclosed Annexures. d) On the recommendation of the Nomination and Remuneration Committee and Audit Committee, appointment of Mr. Hari Haran Chalat as Chief Financial Officer of the Company with effect from January 31, 2026. The details in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 th November 2024 along with brief profile are provided in the enclosed Annexures. In terms of the Regulation 30(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, below is the list of KMP of the Company, along with their contact details, authorized to determine for the materiality of events /information and for the purpose of making disclosures to Stock Exchange(s) under the said regulation: S. No Name & Designation Contact Details 1) Mr. Ashok Atluri, Chairman and Managing Director Address: B-42, Industrial Estate, Sanath Nagar, Hyderabad – 500018, Telangana, India Tel No. : +91 40 2381 3281 Email id : investors@zentechnologies.com / cosec@zentechnologies.com 2) Mr. Hari Haran Chalat, Chief Financial Officer 3) Mr. Sourav Dhar, Company Secretary & Compliance Officer ~ZEN being there... TEC"NOLOGIES LIMITED Certified ISO 9001 :20151 ISO 27001 :20221 CMMI ML5 Regd. Office: 8-42, Industrial Estate, Sanath Nagar Hyderabad - 500 018, Telangana, India Phone: +91402381 3281/3294/2894/4894 Fax: +91402381 3694 Email: info@zentechnologies.com, Website: www.zen.in Corporate Identity Number: L72200TG1993PLC015939 Works: Plot No. 36, Hardware Park, Near Shamshabad International Airport, Hyderabad - 501 510, Telangana, India ■ ' • <rp~ML Appraisal# 74961 I Exp. Feb17, 2028
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The meeting of Board of Directors was commenced at 11:30 a.m. (IST) and concluded at 5.20 p.m. (IST). This is for your kind information and records. Thanking you Yours faithfully, For Zen Technologies Limited Sourav Dhar Company Secretary & Compliance Officer Encl: As above ~ZEN being there... TEC"NOLOGIES LIMITED Certified ISO 9001 :20151 ISO 27001 :20221 CMMI ML5 Regd. Office: 8-42, Industrial Estate, Sanath Nagar Hyderabad - 500 018, Telangana, India Phone: +91402381 3281/3294/2894/4894 Fax: +91402381 3694 Email: info@zentechnologies.com, Website: www.zen.in Corporate Identity Number: L72200TG1993PLC015939 Works: Plot No. 36, Hardware Park, Near Shamshabad International Airport, Hyderabad - 501 510, Telangana, India ■ ' • <rp~ML Appraisal# 74961 I Exp. Feb17, 2028
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111/s ZENTE CHNO LOC IES LIMITED B -42 lnduslrl al Estatt , Sanat bnogar Hyderabad - S00 018, Telangan a, India C IN:L72200TC I 993PLC0 I ~939 Statem ent or Un-Audited Standalone Financia l Results ror the Quarter Ended & Nine Months Ended 31 December 2025 (Rs. In lakbs) Quarter ended Quart er ended Quarter ended Nine months Nine monlh.s v .. r Ended S.No Particulars 31 Ded02S 30 Sep 2025 3 1 nee 2024 ended ended 31 Mur2025 31 Ile< 202S 31 Dec 2024 Un-Audited Un -Audited Un-Audited Un -Audited Un-Audited Audited l Income Revenue from operations 11.615.49 12,465.34 14. I 52.4 1 35,186.61 63,716.87 93,066.72 Other income 1,433.86 2.299.16 2,195.73 5.721.92 3,342.83 5,778.44 Toral Income 13,049.35 14,764.S0 16,348.14 40,908.53 67,059.70 98,845.16 2 Expensei a) Cost of materials and components consumed 3.489. 79 6,240.47 S.236.20 14,983.64 29.266.28 39,031.15 b) Changes in inventories offimshcd goods, (344.37) (639.76) 2,042.45 (l.251 77) 2,737.08 4,99 1.29 \\'Ork-in-progress and stock-in-trade c) Manufacturing expenses 421.02 3"4.31 378.78 9S2.03 1,076.02 1,398.02 d) Employe,, benefits expense 1,344.21 1.078.29 1.211.78 3.755.02 3,995.62 5,701.53 e) Finance costs 100.28 42.72 273.01 28 1.21 581.14 942.08 t) Depreciation and amortization expense 3S1.97 332.42 259.59 997.58 715.56 1,009.40 g) Other expenses 1,445.32 1,242.38 1.610.17 3,503.85 4,707.74 10.572.64 Tota l Expenses (a 10 g) 6,8 14.22 8,660.83 11,011.98 23,211.56 43,079.43 63,646.11 3 Profit/(Loss) before exceptional items & tax (1-2) 6,l.}5. 13 6,103.67 5,336.16 17,686.97 13,980.27 35,199.05 4 Exe<ption al Items - S Profit/(Loss) before ta.x (3+4) 6,235.13 6,103.67 S,336.16 17,686.97 23,980.27 35,199.05 6 Tu e,p ense (i) Current tax 1,608.00 1.370.00 1,498.00 4,314.00 6,319.00 9.443.00 (ii) Deferroo tax (685.58) 117.51 (267.77) (561.7 1) (iii) Earlier years tax 530.30 - (23.39) 530.30 ( 141.82) 22.69 Total tax 1,452.72 1,487.51 1,474. 61 4,576.SJ 6,177.18 8,903.98 7 Net Profi t/(Loss) for the period (5-6) 4,782.4 1 4,616.16 3,861.55 13,1 I0.44 17,803.08 26,29s.o,1 8 Other Comp rehensive lncume n) (i) Items that will not be reclassified 10 profit or loss (6.19) (23.37) (I 1.04) (29.89) (21.03) (105.40) (ii) Income tax relating 10 items that will not be reclnssificd to profit or loss 1.55 5.88 2.78 7.52 5.29 26.53 b) (i) Items that will be rcclnss1ficd 10 profit or loss 7.31 (95.47) (22.34) 53.17 (24.29) (86.08) (ii) Income tox n:bt ing 10 items that ,.;11 be rcclasstfi<d 10 prolit or loss (1.84) 24.03 5.62 (13.38) 6.11 2 1.66 Total Other Compre hensive lncomc/(Lo ss) net of 1 .. 0.83 (88.93) (14.98) 17.42 (33.92) (143.29) 9 Total Comp reh•nsi•'c Income ror the period (7+8) 4,783.24 4.527.23 3.836.56 13,127.86 17.769.16 26.151.78 10 Paid-up Equit y Share Capital 902.90 902.90 902.90 902.90 902.90 902.90 (Re. I/- per Equity Share) 11 Other Equity 167.995.69 11 Earoing per share (Face Value of Rs. I/• each) (a) Basic (In Rs.) 5.32 5.13 4.30 14.58 20 .56 30.09 (b) Diluted (In Rs.) 5.32 5.13 4.30 14.58 20.56 30.09 (Not AMualiS<d) (Not Annualised) (Not Annualised) (Not AnnualiS<d) {Nol Annuali>«I) (AMualiscd ) 13 Weighted average e<111ity shares used in compu ting earnings ptr tq uity short Basic 89.910,963 89.903.706 89.872.168 89,904.908 86.579,843 87.394.062 Diluted 89.910.963 89,903,706 89.872, 168 89,904,908 86,579.843 87.394.062
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Notes to the Standalone Un-A udited Financial Results for the quarter and nine months ended 31 December 2025. I. The standalone un-audited financial results of Zen Technologies Limited ("the Company") have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) read with relevant rules issued thereunder, other accounting princip les generally accepted in India and guidelines issued by the ecurities and Exchange Board of India ('SE BI' ). 2. The aforementioned results have been reviewed and recommended by the Audit Committee and subsequently approved by the Board of Directors at the meeting held on 31 January 2026. 3. The entire operations of the Company relate 10 only one segment viz ... Defence and Homeland. Hence segmental reporting as per Ind AS I 08 is not made. 4. The value of the orders on hand al the standalone level as at 31 December 2025, is Rs.888.69 Crores. 5. During the quarter ended 31 December 2025, the Company has transferred 10,800 equity shares of face value of Re. 1/- each, 10 the eligible employees of the Company, to whom the grants were issued under Zen Technologies Limited Employee Stock Option Plan-202I ("the Scheme"), from Zen Technologies Limited Employees Welfare Trust established for the purpose of implementing the scheme, upon completion of respective vesting period 1 as may be applicable as per the scheme. 6. On 5 November 2025, the Company acquired 76% of equity share capital or Anawave Systems & Solutions Private Limit ed (ASSPL) for a consideration of Rs.7.00 Crores. Consequent to the acquisition ASSPL has become a subsidiary of the Company. 7. On 17 October 2025, the Company has acquired remaining 24% equity stake in Applied Research International Private Lim ited (AR IPL), following its earlier purchase of 76% equity in February 2025. Consequent to this, ARI PL has now become a wholly owned subsidiary of the Company. 8. On 21 ovember 2025, the Government of India notified provisions of the Code on Wages 2019, the Industrial Relations Code 2020, the Code on Social Security 2020 and 1he Occupational Safety, Health and Working Conditions Code 2020, consolidating the existi ng 29 labour laws. The Ministry of Labor & Employment published draft Central Rules and FAQs lo enable assessment of the financial impact due to changes in regulations. The Company has assessed the financial impact of these changes, consistent with the guidance provided by the Institute of Chartered Accountants of India, whic h has resulted in an increase in gratuity liability by Rs.0.56 Crores, which has been reported under employee benefits in these standalone results. Place: Hyderabad Date: 31 January 2026 0/ ~ '~~ Chairman an Managing Director ~ DlN: 00056050 ad 1.\
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CA{ IND I A RAMASAMY KOTESWARA RAO AND CO LLP CHARTERED ACCOUNTANTS Independent Auditor's Review Report on Interim Standalone Financial Results To The Board of Directors Zen Technologies Limited I. We have reviewed the accompanying Statem ent of Standal one Unaud ited Financial Results of Zen Technol ogies Limited ("the Company") for the qua11er and nine months ended 3 1 Decembe r 2025 ("the Statemen t"), being submitted by the company pursuant to the requ irements of Regulation 33 of the SEB I (List ing Obligations and Disclosu re Requirements) Regulations, 20 15, ("the Listing Regulation s"). 2. The Statement, which is the respon sibility of the Co mpany's mana gement and approved by the Company's Board of Director s, has been prepa red in accordance with the recognition and measurement princip les laid down in Indian Account ing Standard 34 "Interim Financial Reporting " (" Ind AS 34") , presc ribed under Sectio n 133 of the Compan ies Act, 20 I 3 as amended, read with relevant rules issued thereunder and other account ing principl es generally accepted in India and in com pliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accorda nce with the Standard on Review Engage ments (SRE) 2410, " Review of Interim Financ ial Information Perform ed by the Independen t Auditor of the Entity", issued by the Institute of Chartere d Accou ntants of India (!CAI). A review of interim financ ial information consists of making inquir ies, primaril y of Compan y's personnel responsible for financial and acco unting matters and applying analytical and other review procedures. A rev iew is substantiall y less in scope than an audit conducted in acco rdance with Standard s on Audit ing speci tied under Section 143(1 O) of the Companie s Act, 20 13 and consequ ently does not enable us to obta in assurance that we would become awar e of all signi ficant matters that might be identified in an audit. Accordin gly, we do not express an audit opinion. 4. Based on our review conduc ted as stated in paragra ph 3 above, nothing has come to our atten tion that causes us to believe that the Statement , prepared in accor dance with the recogn ition and measurem ent principle s laid down in the aforesaid Indian Accounting Standard and other accounting principl es generally accept ed in India, has not disclose d the information requir ed to be disclosed in terms of the Regu lation 33 of the SEBI (Listi ng Obligatio ns and Disclosure Requireme nts) Regulati ons, 2015, as amended , including the manne r in which it is to be disclosed, or that it contai ns any mate rial misstatement. SRI RAMCHANDRAARCADE , D.No.8-2-293/82/Jlll/573/ M/ 1st Floor, Road No.82, Jubilee Hills, Hyderabad - 500096. Ph: 23394982/85, E-mail: rkandco@gmail.com, Website : www.rkandco.in
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RAMASAMY KOTESWARA RAO AND CO LLP CHARTERED ACCOUNTANTS Continuation Sheet .... 5. The Statement includes unaudited financial results of one branch whose interim financial results and other financial information reflect total revenues of Rs.Nil and Rs.Nil for the quarter ended 31 December 2025 and nine months ended 31 December 2025, total net loss of Rs.6.98 lakhs and Rs.23.20 Lakhs for the quarter ended 3 1 December 2025 and nine months ended 31 December 2025 and total comprehensive Income of Rs. 1.82 Lakhs and Rs.48.34 Lakhs for the quarter ended 3 1 December 2025 and nine months ended 31 December 2025 respectively, as considered in the Statement which have not been reviewed by their branch auditor. These unaudited financial results and other financial information of the said branch have been approved and furn ished to us by the management. Our conclusion on the Statement is not modified in respect of this matter. Place: Hyderabad Date: 31 January 2026 For Ramasamy Koteswara Rao and Co LLP Chartered Accountants ICAI Firm Registration Number: 010396S/S200084 rali Krishna Reddy Telluri Partner Membership No: 223022 u DiN: 2 b U3oU J J \JVG1A-7-=t-3 f
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:Un Tec hnologi es Llmlt<d 8 -42 lndus1rial l::statc.. Sanarhnagar Jlydt:rahad - S00 OIR, Tda n~•m•. lndi,a CIN:L72200TGl99 J PLCOIS939 Suu~ment or Un-Audit<'d Consolidated Fiuaocial Re.suits for Cht Ouar1·tl' & Nlnt Mon1hs En<kd Jhl D« 2015 (R,. Jn b.khsl Qu1i1rter tndtd Qu:1nuendtd QuMrtt r endNI Nine Months tndtd Nin e Months e nded Year e ndtd s 0 Partit'ulars J I De, 2025 JO S•1> 2025 J I Dt c20?4 J I Ott 2025 J I Dtt 2024 3 1 Mar 2025 Un-AudilNI Un-Audlt<d Un-Audit('(! Un-Audited Un-Audil'cd Audll<d I Income a) Revenue from Opcr.moru 17,782.26 17,357.J I 15,220.90 S0,961.45 64,86683 97,.)64.16 b) Olher lll<Ottl< 1,562 JO 2,530.67 2,203.71 6,272.01 J 361.78 5 8)8.55 Total lncornr 19.344.56 19,887.98 17,424.62 57.233.46 68,228.61 1,0J.2 02. 7 I 2 Expenses (a) Cost of materials Consum ed 5,242.K4 5.293.44 5,690.42 13,449.27 28.389 60 34,5 18.85 (b) Changt's in invcntorit's or finished goods. (44 1.12) 593.02 (898.60) (IJ2.30) 2,380.83 work-in-progt'U nnd Stock-in-Trade (1,347.97) (<) Monufacturing Expense, 1,086.44 1,465.38 378.78 3,289.43 1,076.02 1,573.16 (d) Emplo)'CC bcncfitS expense J,479.56 2,184.15 1,913.54 8,840.24 5,942.30 8,875.58 (e) f inance c.- 274 73 203.K4 2%.0R 825.06 642.42 1,037.56 (f) Dcpn.'Cialioo and amoniu.aion expense 649.32 571.26 381.03 1,854.81 1,066.44 l,541.J7 (g) Other expenses 2.641.24 2,380.67 2 225.24 6,655.77 6,035 94 12.663.36 Total Exp,n leJ (• to g) 12,026.16 11,657.62 II 478.12 34,015.98 43,020.41 62,590.70 J ProOt/(k>.ss) Mrurc Shi re of PrufltJ(Lon:) or Associates 11 nd Johu Vcn1urc, cxc.tpllonal items 1rnd cu : (l •l ) 7,318.40 8,230.35 5,946.50 23.217,48 25,208.11 40,612.01 4 Share of Profit/(LoJS) or As>oc:iatcs and Joint Vcntun: (29.58) (1 1.27) (88.40) (4.62) 5 Profic I (Loss) before c , ccplloual Items& Ta, (J.+4) 7,288.82 8.219.09 S,946.SO 23, 129.~ 25,208.21 40,607.39 6 E.xceplional ltcm.fi 94.24 94.24 7 Profit I (Lon) brfon, Tu (Stti) 7,288.82 k,3 13.JJ S,946.SO 23,223.32 25,208.21 ◄ 0, 607 .39 8 Tuupens.u (i) Current tax 1,983.26 2,080.28 1,703.58 6,112.25 6,787.0 1 11,17059 (ii) Tax relatine 10 earlier years 499.59 (9.54) 490.05 22.69 (iii) Deferred tax (764.72) 52.13 (23 68) (447,64) (137.55) (519.35) 9 Net r ror.t for ihe period (7-ll) S,570.69 6,190.46 4,266.60 17.068.66 18,558.74 29,933.46 Anrlbut:11ble to: Shareholders of the Compa ny 5,476.71 5,939.90 3,971 88 16,19 1.87 17,9 19.80 28,024 41 Non Cuntrolling intt:rc!lt 93.98 250.57 29U2 876.78 638.94 1,909.05 10 Othtr con1pr, h,nsh,e incomt •l (i) lt<nu lhot will not be m:iaaJili<d to profit or loss (53.78) 59.53 ( 17.37) 21.08 (21.03) ( 117.48) (ii) Jncoinc tax relating lO items thm will not be reclassified to profit or loss 12.67 (21.46) 4J7 (12.07) 5.29 27.47 b) (i) Items that will be rcciaJJ1focd to profit or loss 777.49 (72.92) (10.44) 923.06 (20.95) (223.93) (ij) Income w relating 10 items that will be ttclassified to profit or loss (193.05) 16.81 2 63 (23081) 5.27 57.33 Tot.al olh<'r to.-nprtb taiin incnmcf(loss) net or tu SU 33 (18.03) (20.RI) 701.26 (31.41) (256.62) 11 Total Compreh,nslve lncome/(loss) (9+ I 0) 6,114.02 6,172.42 4,245.79 17,769.92 18 527.33 29.676,84 AUrlbulable to: Shareholders of the Company 6,0Jl.23 5,92 1.88 3,951.07 16,906.33 17,888.39 27.772.22 Non Controlling interest 80.79 250.57 294.72 863.59 638.94 1,904.62 12 Paid-up Equi ty Sh•re Copltal 902.90 902.90 902.90 902.90 902.90 902.90 (Re.I/- per Equity Share) 13 Olht r Equ.hy txdudJn1 No11-<on1rollini; i.nttn.>sl '. 1,69.166.29 -l4 F.arninw:s 1>tr shart (Face Value of R.s. J/. each) 20.70 32.07 (a) Bostc (In Rs.) 6.09 6.61 4.42 18.0 1 (b) Dilu1o:d (In Rs.) 6.09 M l 4.42 18.01 20.70 32 07 (Not AnnuallSCd) (NOi Annualis<d) lNot Annualised) (Not AMuah:icd) {NOl AMual:.1edJ ( Annualised ) .Is Welghlt d average eqully shares und In compuHng eamlngs per equity shart 8,99,04.908 8,65,79.843 8.73,94,062 Baloc 8,99, I0,963 8,99,03.706 8,98.72, 168 Diluted 8,99. 10.963 8.99.03.706 8.98.72,168 8,99.04.908 8,65.79.843 8.73,94,062
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Notes to the Consolidated Un-Audited Financial Results for the quart er and nine months ended 31 December 2025. I. The consolidated un-audited financial results of Zen Technologies Limited ('the Company') and its subsidiaries (collectively "the Group'") have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with relevant rules issued thereunder, other accounting principles generally accepted in India and guidelines issued by the Securities and Exchange Board of India ('SEBI '). 2. The aforementioned results have been reviewed and recommended by the Audit Committee and subsequently approved by the Board of Directors at the meeting held on 31 January 2026. 3. The entire operations of the Group relate to only one segment viz., Defence and Homeland. Hence segmental reporting as per Ind AS 108 is not made. 4. The value of the consolidated orders on hand for the Group as at 3 1 December 2025, is Rs. 1,082.76 Crores. 5. During the quarter ended 3 1 December 2025, the Group has transferred I 0,800 equity shares of face value of Re. 1/- each, to the elig ible employees of the Company, to whom the grants were issued earlier under Zen Technologies Lim ited Employee tock Option Plan-2021 ("the Scheme"), from Zen Technologies Limited Employees Welfare Trust established for the purpose of implementing the scheme, upon completion of respective vesting period as may be applicable as per the scheme. 6. On 5 ovember 2025, the Group has acquired 76% of shares in Anawave Systems & Solutions Private Limited (ASSPL) for a consideration of Rs.7.00 Crores. Consequent to the acquisition the financial results of ASSPL has been consolidated in these consolidated results from the acquisition date. 7. On 17 October 2025, the Group has acquired remaining 24% equity stake in Applied Research International Private Limited (ARIPL), following its earlier purchase of 76% equity in February 2025. Consequent to this, ARIPL has now become a wholly owned subsidiary of the Company. 8. On 2 1 November 2025, the Government of India notified provisions of the Code on Wages 2019, the Industrial Relations Code 2020, the Code on Social Security 2020 and the Occupational Safety, Health and Working Conditions Code 2020, consolidating the existing 29 labour laws. The Ministry of Labor & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Group has assessed the financial impact of these changes, consistent with the guidance provided by the Institute of Chartered Accountants of India, which has resulted in an increase in gratuity liabilit y by Rs. 1.24 Crores, which has been reported under employee benefits in these consolidated results.
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9. The list of subsidiaries and associates consolidated in these financial statements are given below: S.No. Name of Entity I. Unistring Tech Solutions Private Limited 2. Applied Research International Private Limited 3. ARI Labs Private Limited 4. Vector Tec hnics Private Limited 5. Zen Techno logies USA, Inc 6. Zen Defenc e Technologies L.L.C, UAE 7. T ISA Aerospace Private Limited 8. Zen Medical Technologies Private Limited 9. Anawave Systems and Solutions Private Limited 10. AiTuring Technologies Private Limited 11. Bhairav Robotics Private Limited Place: Hyderabad Date: 3 1 January 2026 Relationship Subs idiary Subs idiary Subsidiary Subs idiary Subsidiary Subsidia ry Subs idiary Subsidiary Subs idiary Associate Associ ate Chairman
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Or RAMASAMY KOTESWARA RAO AND CO LLP CHARTERED ACCOUNTANTS I ND I A Independ ent Auditor's Review Report on Interim Consolidated Financial Results To The Board of Directors Zen Technologies Limited I. We have reviewed the accompa ny ing Statement of consolidated unaudited financia l resu lts of Zen Technologies Limited ("t he Parent ") and its subsidiarie s (the Parent and its subsidiar ies together referred to as "the Group"), and its share of the net profi t/(loss) after tax and tolal compre hensive income/(loss) of its associa tes and joint venture for the quarter and Ni ne month s ended 31 December 2025 (the "Statement ") being submitted by the Parent pursuant to the requirements of Regulatio n 33 of the SEB I (Listing Obliga tions and Disclo sure Requirements) Regulation s, 2015 , as ame nded (the "Listing Regulati ons"). 2. This Statement , whic h is the responsibility of The Parent ' s Mana gement and approved by the Parent 's Board of Direct ors, has been prepared in accordance with the recognition and measurement principle s laid down in Indian Accounti ng Sta ndard 34 ··Interim Financia l Reportin g" (" Ind AS 34"), prescr ibed under Section 133 of the Compani es Act , 201 3 read with relevant rules issued thereunder and other acco unting principles generally accepted in India and in compliance with Regulati on 33 of the Listi ng Regula tions. Our responsibility is to express a conclu sion on the Stateme nt based on our review . 3. We condu cted our review of the State ment in accordance with the Standard on Review Engageme nts (SRE) 24 10, " Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Charte red Accountant s of India (ICA I). A review of interim financia l informati on consists of makin g inquiries , primaril y o f Parent 's personnel respons ible for fina ncia l and accounting matter s and applying ana lyt ical and other review procedure s. A review is subs tantially less in sco pe than an audit conducted in accordance with Sta ndards on Auditing specified under Sect ion 143(10) of the Companie s Act, 2013 and consequent ly does not enab le us to obta in ass urance that we would become awa re of all sign ificant matters that might be identified in an audit. Acco rdin gly, we do not expres s an audit opinion. We also performed procedures in accordance with the circular issued by the EB I under Regulation 33(8) of the SEB I {Listing Obligation s and Disclosure Req uirement s) Regu lation s, 201 5, as amended , to the exte nt applicabl e. SRI RAMCHANDRAARCADE , D.No.8-2-293/82/Jlll/573/M / 1st Floor Road No.82, Jubilee Hills, Hyderabad - 500096. Ph: 23394982/85, ' E-mail: rkandco@gmail.com , Website : www.rkandco.in
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RAMASAMY KOTESWARA RAO AND CO LLP CHARTERED ACCOUNT ANTS Continuation Sheet .... 4. The Statement includes the results of the following entities: Sr. No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Name of the component Zen Technologies Limited, India Unistring Tech Solutions Private Limited, India Zen Technologies Inc., USA Zen Medical Technologies Private Limited, India Zen Defence Technologies L.L.C, Abu Dhabi Vector Technics Private Limited, India TISA Aerospace Private Limited, India Anawave Systems & Solutions Private Limited, India Applied Research International Private Limited, India ARJ Labs Private Limited, India Applied Research International USA Inc., USA ARJ (Applied Research International) Pte. Ltd., Singapore KIC Solutions Co., Ltd, South Korea Aituring Technologies Private Limited, India Bhairav Robotics Private Limited, India Relation ship with the Holding Company Parent Subsidiary Wholly owned subsidiary Wholly owned subsidiary Wholly owned subsidiary Subsidiary Subsidiary Subsidiary Wholly owned subsidiary Wholly owned subsidiary Wholly Owned Step-down Subsidiary of (9) above Wholly Owned Step-down Subsidiary of (9) above Joint Venture of (9) above Associate Associate 5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards and other account ing principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.
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RAMAS AMY KOTESWARA RAO AND CO LLP CHARTERED ACCOUNTANTS Continuation Sheet .... 6. We did not review the interim financial information of six subsidiaries and one joint venture included in the consolidated unaudited financial results, whose interim financial information reflect total revenues of Rs.6, 165 .61 lakhs and Rs. I 5,770.62 lakhs for the quarter ended 3 I December 2025 and Nine months ended 3 1 December 2025, total net profit after tax of Rs. 1.220.09 lakhs and Rs.4,998.46 lakhs for the quarter ended 31 December 2025 and Nine months ended 3 1 December 2025 and total comprehensive Income of Rs.1,2 I 0. 73 lakhs and Rs.5,046.95 lakhs for the quarter ended 3 1 December 2025 and me months ended 3 1 December 2025, as considered in the Statement. This interim financial information has been reviewed by other auditors whose repo1t s have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associate, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of these matters. 7. The consolidated unaudited financial results whose interim financial information reflect total revenues of Rs. 1.53 lakhs and Rs.4.59 lakhs for the quarter ended 3 1 December 2025 and Nine months ended 3 1 December 2025, total net loss after tax of Rs.21 1.82 lakhs and Rs.6 12. 70 lakhs for the quarter ended 3 1 December 2025 and ine months ended 3 I December 2025 and total comprehensive Income of Rs.3 16.83 lakhs and Rs.13 .40 lakhs for the quarter ended 3 I December 2025 and Nine months ended 3 1 December 2025, as considered in the Statement, in respect of five subsidiaries and one associate, based on their interim financial information which have not been reviewed by their auditors. According to the infonnation and explanations given to us by the Management, these interim financial information are not material to the Group. Our Conclusion on the Statement is not modified in respect of our reliance on the interim financial information certified by the Management. Place: Hyderabad Date: 31 January 2026 For Ramasamy Koteswa ra Rao and Co LLP Chartered Accountants umber: 0 I 0396S/S200084 urali Kri hna Reddy Tclluri Partner Membership No: 223022 UDIN: Q_L 'l.2. 30 22.PO"t:\Hlq_ "\S''l.1-
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Annexure I The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/ P/0155 dated November 11, 2024 S. No Particulars Remarks 1 Reason for change viz., appointment, resignation, cessation, removal, death or otherwise Re-appointment of Mr. Ashok Atluri as Chairman and Managing Director of the Company. 2 Date of appointment / cessation (as applicable) & term of appointment Appointed with effect from May 01, 2026 for a period of 3 consecutive years, subject to the approval of the shareholders. 3 Brief profile Mr. Ashok Atluri is a post -graduate diploma holder in applied computer science. He is credited with designing simulators on the Windows -Intel platform that have set industry standards and are known for their simplicity. In recognition of his achievements, he was named ‘Small Scale Entrepreneur of the Year’ by the Hyderabad Management Association in 1998. Under his leadership, Zen Technologies has set benchmarks in defence simulation and training. 4 Disclosure of relationships between directors (in case of appointment of a director) Mr. Ashok Atluri is brother of Mr. Kishore Dutt Atluri and spouse of Mrs. Shilpa Choudari. ~ZEN being there... TEC"NOLOGIES LIMITED Certified ISO 9001 :20151 ISO 27001 :20221 CMMI ML5 Regd. Office: 8-42, Industrial Estate, Sanath Nagar Hyderabad - 500 018, Telangana, India Phone: +91402381 3281/3294/2894/4894 Fax: +91402381 3694 Email: info@zentechnologies.com, Website: www.zen.in Corporate Identity Number: L72200TG1993PLC015939 Works: Plot No. 36, Hardware Park, Near Shamshabad International Airport, Hyderabad - 501 510, Telangana, India ■ ' • <rp~ML Appraisal# 74961 I Exp. Feb17, 2028
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Annexure II The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/ P/0155 dated November 11, 2024 S. No Particulars Remarks 1 Reason for change viz., appointment, resignation, cessation, removal, death or otherwise Re-appointment of Mr. Kishore Dutt Atluri as President and Joint Managing Director of the Company. 2 Date of appointment / cessation (as applicable) & term of appointment Appointed with effect from May 01, 2026 for a period of 3 consecutive years, subject to the approval of the shareholders. 3 Brief profile Mr. Kishore Dutt Atluri is a post-graduate in Computer Application from the University of Hyderabad. With over 21 patents to his name, he has a deep understanding of simulation technology and its applications for defence and homeland security. He has been instrumental in the development of Zen’s range of virtual and live simulation systems, including simulators for Infantry, Armoured Corps, Mech Forces, and Air Defence; thus catering to the needs of Police Forces, Central Police Organisations, Civilians, an d Miners. His primary roles at Zen include technology direction and product development, aligned with the Company’s strategy. 4 Disclosure of relationships between directors (in case of appointment of a director) Mr. Kishore Dutt Atluri is brother of Mr. Ashok Atluri. ~ZEN being there... TEC"NOLOGIES LIMITED Certified ISO 9001 :20151 ISO 27001 :20221 CMMI ML5 Regd. Office: 8-42, Industrial Estate, Sanath Nagar Hyderabad - 500 018, Telangana, India Phone: +91402381 3281/3294/2894/4894 Fax: +91402381 3694 Email: info@zentechnologies.com, Website: www.zen.in Corporate Identity Number: L72200TG1993PLC015939 Works: Plot No. 36, Hardware Park, Near Shamshabad International Airport, Hyderabad - 501 510, Telangana, India ■ ' • <rp~ML Appraisal# 74961 I Exp. Feb17, 2028
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Annexure III The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/ P/0155 dated November 11, 2024 S. No Particulars Remarks 1 Reason for change viz., appointment, resignation, cessation, removal, death or otherwise Appointment of Mr. Hari Haran Chalat as Chief Financial Officer of the Company. 2 Date of appointment / cessation (as applicable) & term of appointment With effect from January 31, 2026 3 Brief profile Mr. Hari, a Chartered Accountant, brings over 20 years of diversified experience across publicly listed companies, private equity, Big 4 firms, and technology -driven growth organizations. Since January 2025, he has been serving as Senior General Manager at Zen Technologies Limited, where he leads the company’s finance and accounting function. He has also led strategic acquisitions and investments, including Vector Technics, TISA Aerospace, and Anawave, and has overseen post -merger integration initiatives, including ARI. Prior to joining Zen, Mr. Hari worked as an Independent CFO Advisor (2019 –2024), advising growth -stage companies on capital structuring, valuation, fundraising, and finance automation. His earlier career includes senior finance leadership roles with Amazon.com India, Black Knight India, and a global private equity fund. He began his professional journey with PwC and KPMG, gaining extensive experience in audit, due diligence, valuation, and transaction advisory. 4 Disclosure of relationships between directors (in case of appointment of a director) Mr. Hari Haran Chalat is not related to any Director on the Board of the Company. ~ZEN being there... TEC"NOLOGIES LIMITED Certified ISO 9001 :20151 ISO 27001 :20221 CMMI ML5 Regd. Office: 8-42, Industrial Estate, Sanath Nagar Hyderabad - 500 018, Telangana, India Phone: +91402381 3281/3294/2894/4894 Fax: +91402381 3694 Email: info@zentechnologies.com, Website: www.zen.in Corporate Identity Number: L72200TG1993PLC015939 Works: Plot No. 36, Hardware Park, Near Shamshabad International Airport, Hyderabad - 501 510, Telangana, India ■ ' • <rp~ML Appraisal# 74961 I Exp. Feb17, 2028