Zen Technologies Limited has completed the transfer of equity shares to employees under its Employee Stock Option Plan-2021, marking another milestone in its employee benefit initiatives.

Share Transfer Details

The company transferred 3,550 equity shares on March 20, 2026, to eligible employees who had been granted options under the Zen Technologies Limited Employee Stock Option Plan-2021. The transfer was executed from the Zen Technologies Limited Employees Welfare Trust, which was established specifically for implementing the ESOP scheme.

Regulatory Compliance

The transfer was conducted in accordance with Regulation 10 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company has fulfilled all disclosure requirements and submitted the necessary documentation to both BSE Limited and National Stock Exchange of India Limited.

Share Capital Impact

Zen Technologies confirmed that the transferred shares will rank pari-passu with existing equity shares of the company. Importantly, there is no change in the company's paid-up share capital following this transfer, as the shares were transferred from the employee welfare trust rather than being newly issued.

ESOP Scheme Background

The Employee Stock Option Plan-2021 was initially filed with stock exchanges on January 21, 2022. The scheme allows eligible employees to acquire equity shares upon completion of their respective vesting periods, aligning employee interests with company performance and providing long-term incentives for talent retention.

The transferred shares are identical in all respects to existing shares and carry no lock-in restrictions, providing immediate liquidity options for the beneficiary employees.

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.