Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Zen Technologies Limited

Meeting Details

  • Type of Meeting: 33rd Annual General Meeting (AGM)
  • Date of Meeting: August 29, 2026
  • Meeting Time: 09:30 AM to 10:50 AM
  • Location: Conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Record Date: August 21, 2026
  • Total Shareholders on Record Date: 286,787

Proposed Resolutions and Implications

The AGM considered and passed eight resolutions:

1. Ordinary Resolution: To receive, consider and adopt the Audited Standalone Financial Statements for FY 2025-26

2. Ordinary Resolution: To receive, consider and adopt the Audited Consolidated Financial Statements for FY 2025-26

3. Ordinary Resolution: To declare final dividend on equity shares for FY 2025-26

4. Ordinary Resolution: To reappoint Mr. Ashok Atluri (DIN: 00056050) who retires by rotation

5. Ordinary Resolution: Ratification of remuneration payable to Cost Auditors for FY 2026-27

6. Special Resolution: Appointment of Mr. Jasthi Krishna Kishore (DIN: 08001625) as an Independent Director

7. Special Resolution: Appointment of Ms. Uma Priyadarshini Kollareddy (DIN: 02736184) as an Independent Director

8. Special Resolution: Re-appointment of Mrs. Shilpa Choudari (DIN: 06646539) as a Whole Time Director

Voting Process and Methods

The voting was conducted through two methods:

  • Remote e-voting: Available from 09:00 AM on August 26, 2026 to 05:00 PM on August 28, 2026 through Kfin Technologies Limited
  • E-voting during AGM: Electronic voting facility provided for shareholders attending through VC/OAVM, open for 15 minutes after conclusion of AGM

Key Voting Outcomes

Overall Participation

  • Total Shares Outstanding: 90,290,356
  • Total Votes Polled: 55,896,003 shares (61.9069% turnout)
  • Number of Shareholders Participated: 380
  • Total Shares Held by Participating Shareholders: 55,893,634

Category-wise Participation

  • Promoters & Promoter Group:
  • Shares Held: 43,803,829
  • Votes Polled: 43,803,783 (99.9999% participation)
  • 12 promoters attended through video conferencing
  • Public Institutions:
  • Shares Held: 16,248,906
  • Votes Polled: 11,542,130 (71.0333% participation)
  • Public Non-Institutions:
  • Shares Held: 30,237,621
  • Votes Polled: 550,090 (1.8192% participation)
  • 57 public shareholders attended through video conferencing

Resolution-wise Voting Results

Resolution 1: Adoption of Standalone Financial Statements

  • Result: Passed (Ordinary Resolution)
  • Total Votes Polled: 55,895,978
  • In Favor: 55,895,061 votes (99.9984%)
  • Against: 917 votes (0.0016%)

Resolution 2: Adoption of Consolidated Financial Statements

  • Result: Passed (Ordinary Resolution)
  • Total Votes Polled: 55,895,978
  • In Favor: 55,895,061 votes (99.9984%)
  • Against: 917 votes (0.0016%)

Resolution 3: Declaration of Final Dividend

  • Result: Passed (Ordinary Resolution)
  • Total Votes Polled: 55,898,533
  • In Favor: 55,897,616 votes (99.9984%)
  • Against: 917 votes (0.0016%)

Resolution 4: Re-appointment of Mr. Ashok Atluri

  • Result: Passed (Ordinary Resolution)
  • Total Votes Polled: 55,895,978
  • In Favor: 55,895,061 votes (99.9984%)
  • Against: 917 votes (0.0016%)

Resolution 5: Ratification of Cost Auditors' Remuneration

  • Result: Passed (Ordinary Resolution)
  • Total Votes Polled: 55,895,975
  • In Favor: 55,894,034 votes (99.9965%)
  • Against: 1,941 votes (0.0035%)

Resolution 6: Appointment of Mr. Jasthi Krishna Kishore

  • Result: Passed (Special Resolution)
  • Total Votes Polled: 55,896,000
  • In Favor: 55,893,994 votes (99.9964%)
  • Against: 2,006 votes (0.0036%)

Resolution 7: Appointment of Ms. Uma Priyadarshini Kollareddy

  • Result: Passed (Special Resolution)
  • Total Votes Polled: 55,896,030
  • In Favor: 55,894,994 votes (99.9981%)
  • Against: 1,036 votes (0.0019%)

Resolution 8: Re-appointment of Mrs. Shilpa Choudari

  • Result: Passed (Special Resolution)
  • Total Votes Polled: 55,895,998
  • In Favor: 55,813,786 votes (99.8529%)
  • Against: 82,212 votes (0.1471%)

Scrutinizer's Role and Findings

  • Name of Scrutinizer: DS Rao
  • Firm Name: DS Rao
  • Qualification: Company Secretary
  • Membership Number: 12394
  • Date of Appointment: May 01, 2026
  • Date of Report: August 31, 2026

The scrutinizer was appointed by the Board of Directors to scrutinize both remote e-voting and electronic voting at the AGM. The votes were unblocked in the presence of two witnesses who were not employees of the company. The scrutinizer reconciled votes with company records and confirmed all resolutions passed by majority.

Compliance Confirmation

The disclosure confirms compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (LODR) Regulations, 2015