Zen Technologies Limited has announced a postal ballot notice to seek shareholder approval for significant corporate matters, including material related party transactions and key management re-appointments. The company has set the e-voting period from March 26, 2026 to April 24, 2026, with March 13, 2026 as the cut-off date for determining eligible shareholders.

Key Resolutions for Shareholder Approval

The postal ballot encompasses three critical resolutions that require shareholder consent through the remote e-voting process.

Material Related Party Transactions

The primary resolution seeks approval for material related party transactions with Unistring Tech Solutions Private Limited (UTS), a subsidiary company. The proposed transactions include:

Unistring Tech Solutions Private Limited specializes in designing and developing Electronic Warfare (EW) Systems, Communication Systems, and RADAR applications. The company holds a 51% stake in UTS, making it a subsidiary under SEBI Listing Regulations.

Historical Transaction Data

The company has maintained ongoing business relationships with UTS:

Management Re-appointments

Chairman and Managing Director Re-appointment

Shareholders will vote on re-appointing Mr. Ashok Atluri as Chairman and Managing Director for three years from May 01, 2026 to April 30, 2029. His remuneration package includes:

President & Joint Managing Director Re-appointment

The second management resolution covers Mr. Kishore Dutt Atluri's re-appointment as President & Joint Managing Director for the same three-year period. His compensation structure includes:

E-voting Process and Timeline

The company has engaged KFin Technologies Limited to provide remote e-voting facilities. Key dates and procedures include:

Regulatory Compliance and Justification

The proposed transactions with UTS are structured to comply with SEBI Listing Regulations, requiring shareholder approval for material related party transactions. The company has emphasized that these transactions will be conducted at arm's length and in the ordinary course of business.

The Audit Committee has reviewed and approved all proposed resolutions, confirming they align with the company's business interests and regulatory requirements. The transactions are designed to leverage operational synergies and enhance efficiency between Zen Technologies and its subsidiary.

Corporate Governance Measures

In accordance with regulatory requirements, related parties will abstain from voting on the related party transaction resolution. The company has appointed an independent scrutinizer to ensure fair and transparent conduct of the postal ballot process.

Shareholders whose email addresses are registered with the company, registrar, or depositories will receive detailed voting instructions and credentials for the e-voting process.

Zen Technologies Limited has completed the transfer of 1,600 equity shares to eligible employees under its Employee Stock Option Plan-2021 (ESOP-2021) on March 05, 2026. The transfer was executed from the Zen Technologies Limited Employees Welfare Trust, which was established specifically for implementing the scheme.

Transfer Details

The company transferred the shares following the completion of respective vesting periods as applicable under the scheme. Each share carries a face value of ₹1 and was exercised at ₹500 per share.

Share Capital Impact

The company confirmed that the transferred shares will rank pari-passu with existing equity shares. Importantly, there is no change in the paid-up share capital of the company subsequent to this transfer.

Regulatory Compliance

The transfer was conducted in compliance with Regulation 10 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company filed the required disclosures with both BSE Limited and National Stock Exchange of India Limited, where its shares are listed.

Share Characteristics

The transferred shares are identical in all respects to the existing shares of the company. No lock-in provisions apply to these shares, and no listing fees are payable for this transfer. The shares are issued in demat form under ISIN INE251B01027.

The Employee Stock Option Plan-2021 was originally filed with the stock exchanges on January 21, 2022, providing the regulatory framework for such transfers to eligible employees upon completion of their respective vesting periods.