Notes to Accounts of Z-Tech (India) Ltd.

Mar 31, 2025

1.20 Provisions and contingencies

A provision is recognised when the Company has a
present obligation as a result of past events and it is
probable that an outflow of resources will be required
to settle the obligation in respect of which a reliable
estimate can be made. Provisions (excluding retirement

benefits) are not discounted to their present value and
are determined based on the best estimate required to
settle the obligation at the Balance Sheet date. These
are reviewed at each Balance Sheet date and adjusted to
reflect the current best estimates.

A contingent liability is disclosed where, as a result of
past events, there is a possible obligation or a present
obligation that may, but probably will not, require an
outflow of resources. When there is a possible obligation
or a present obligation in respect of which the likelihood
of outflow of resources is remote, no provision or
disclosure is made.

1.20 A Contingent Equity Note

The Company has issued 18,64,000 share warrants
during the year at an issue price of ^500 per warrant.
An amount of ^23,30,00,000 (Upfront 25%) has
been received as application money. The remaining
75% is payable upon conversion into equity shares
within 18 months from the date of allotment.

1.21 Insurance claims

Insurance claims are accounted for on the basis of claims
admitted / expected to be admitted and to the extent that
there is no uncertainty in receiving the claims.

1.22 Leases

a) Finance lease

i) Assets taken on finance lease are capitalised at
fair value or net present value of the minimum
lease payments, whichever is less.

ii) Lease payments are apportioned between the
finance charges and outstanding liability in
respect of assets taken on lease.

b) Operating lease

i) Leases, where the lessor effectively retains
substantially all the risks and benefits of
ownership of the leased term are classified as
operating lease. Lease rent are recognized as an
expense in the Statement of Profit and Loss on a
straight line basis over the lease term.

1.23 Earning per share

Basic earnings per share is calculated by dividing the
net profit or loss for the year attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the year. Partly paid equity
shares are treated as a fraction of an equity share to the
extent that they were entitled to participate in dividends
relative to a fully paid equity share during the reporting
year. For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable to

equity shareholders and the weighted average number of
shares outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.

On 3^rd June 2024, the Company issued 33,91,200 equity
shares of ^10 each at a premium of ^100 per share
(total issue price ^110 per share) through an Initial
Public Offering.

On March 2025, the Company allotted 15,33,000 equity
shares of ^10 each at a premium of ^490 per share (total
issue price ^500 per share) on a preferential basis.

The Company has issued 18,64,000 share warrants on a
preferential basis during the year, each convertible into
one equity share of ^10 at a premium of ^490.

As per AS 20, these warrants are not considered dilutive
since the conditions for conversion (receipt of balance
subscription money) are not yet fulfilled as on the
reporting date.

Hence, the Diluted EPS equals Basic EPS for FY 2024-25.

1.24 Discontinuing Operations

A discontinuing operation is a component of an
enterprise: (a) that the enterprise, pursuant to a single
plan, is: (i) disposing of substantially in its entirety, such
as by selling the component in a single transaction or
by demerger or spin-off of ownership of the component
to the enterprise''s shareholders; or (ii) disposing of
piecemeal, such as by selling off the component’s assets
and settling its liabilities individually; or (iii) terminating
through abandonment; and (b) that represents a separate
major line of business or geographical area of operations;
and (c) that can be distinguished operationally and for
financial reporting purposes. However, the company
doesn’t have any discontinued operation.

1.25 Financial Instruments

a) Initial recognition

Financial assets and financial liabilities are
recognised when the company becomes a party to
the contractual provision of the instruments.

b) Classification and initial measurement of
financial assets-

On initial recognition, a financial asset is classified
as measured at

- Amortised cost

- FVOCI - debt instruments

- FVOCI - equity instruments

- FVTPL

Amortised cost - The Company''s business model is
not assessed on an instrument-by-instrument basis,
but at a higher level of aggregated portfolios being
the level at which they are managed. The financial
asset is held with the objective to hold financial asset
in order to collect contractual cash flows as per the
contractual terms that give rise on specified dates to
cash flows that are solely payment of principal and
interest (SPPI) on the principal amount outstanding.
Accordingly, the company measures bank balances,
loans, trade receivables and other financial
instruments at amortised cost.

FVOCI - debt instruments - The company measures
its debt instruments at FVOCI when the instrument
is held within a business model, the objective of
which is achieved by both collecting contractual cash
flows and selling financial assets; and the contractual
terms of the financial asset meet the SPPI test.

FVOCI - equity instruments - The company
subsequently measures all equity investments at
FVOCI when the instrument at fair value through
profit or loss, unless the company''s management
has elected to classify irrevocably some of its equity
instruments at FVOCI, when such instruments
meet the definition of Equity under AS 32 Financial
Instruments and are bot held for trading.

Financial assets are not reclassified subsequent
to their initial recognition, except if and in the
period the Company changes its business model for
managing financial assets.

All financial assets not classified as measured at
amortised cost or FVOCI are measured at FVTPL.
This includes all derivative financial assets.

c) Subsequent measurement of financial assets

Financial assets at amortised cost are subsequently
measured at amortised cost using effective interest
method. The amortised cost is reduced by impairment
losses. Interest income, foreign exchange gains and
losses and impairment are recognised in Statement
of profit and loss. Any gain and loss on derecognition
is recognised in Statement of profit and loss.

Debt investment at FVOCI are subsequently measured
at fair value. Interest income under effective interest
method, foreign exchange gains and losses and
impairment are recognised in Statement of profit
and loss. Other net gains and losses are recognised in

OCI. On derecognition, gains and losses accumulated
in OCI are reclassified to Statement of profit and loss.

For equity investments, the Company makes an
election on an instrument-by-instrument basis to
designate equity investments as measured at FVOCI.
These elected investments are measured at fair value
with gains and losses arising from changes in fair
value recognised in other comprehensive income and
accumulated in the reserves. The cumulative gain or
loss is not reclassified to Statement of profit and loss
on disposal of the investments. These investments in
equity are not held for trading. Instead, they are held
for strategic purpose. Dividend income received on
such equity investments are recognised in Statement
of profit and loss.

Equity investments that are not designated as
measured at FVOCI are designated as measured
at FVTPL and subsequent changes in fair value are
recognised in Statement of profit and loss.

Financial assets at FVTPL are subsequently measured
at fair value. Net gains and losses, including any
interest or dividend income, are recognised in
Statement of profit and loss.

d) Financial liabilities and equity instruments:

Debt and equity instruments issued by the Company
are classified as either financial liabilities or as
equity in accordance with the substance of the
contractual arrangements and the definitions of a
financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences
a residual interest in the assets of an entity after
deducting all of its liabilities.

Financial liabilities

Financial liabilities are classified as measured at
amortised cost or FVTPL. A financial liability is
classified as FVTPL if it is classified as held-for-
trading or it is a derivative (that does not meet hedge
accounting requirements) or it is designated as such
on initial recognition. Other financial liabilities are
subsequently measured at amortised cost using
the effective interest method. Interest expense and
foreign exchange gains and losses are recognised in
profit or loss. Any gain or loss on derecognition is
also recognised in profit or loss.

e) Derecognition of financial assets

The Company derecognises a financial asset when
the contractual rights to the cash flows from the
financial asset expire, or it transfers the rights to
receive the financial asset and substantially all
the risks and rewards of ownership of the asset to
another party. If the Company neither transfers nor
retains substantially all of the risks and rewards of
ownership and continues to control the transferred
asset, the Company recognises its retained interest
in the asset and an associated liability for the amount
it may have to pay.

If the Company enters into transactions whereby it
transfers assets recognised on its balance sheet, but

retains either all or substantially all of the risks and
rewards of the transferred assets, the transferred
assets are not derecognised and the proceeds
received are recognised as a collateralised borrowing.

f) Offsetting

Financial assets and financial liabilities are offset and
the net amount presented in the balance sheet when,
and only when, the Company currently has a legally
enforceable right to set off the amounts and it intends
either to settle them on a net basis or to realise the
asset and settle the liability simultaneously.

1.26 The Previous Year figures have been regrouped/
rearranged wherever necessary to make them
comparable.

2.B Movement in Authorised Share Capital during the year

During the year, the Authorised Share Capital of the Company was increased from ^ 14,00,00,000 (1,40,00,000 Equity Shares
of ^10 each) to ^ 17,00,00,000 (1,70,00,000 Equity Shares of ^10 each) by creation of an additional 30,00,000 Equity
Shares of ^10 each.

This increase was effected pursuant to the approval of shareholders through a resolution passed in January 2025, and necessary
filings were made with the Registrar of Companies.

2.C TERMS/RIGHTS ATTACHED TO EQUITY SHARES

The Company has only one class of equity shares having a face value of ^10 per share. Each shareholder is entitled to one vote per
share. In the event of liquidation, the holders of equity shares will be entitled to receive the remaining assets of the Company after
distribution of all preferential amounts.

2.D DETAILS OF SHARES ISSUED DURING THE YEAR

On June 2024, the Company issued 33,91,200 equity shares of ^10 each at a premium of ^100 per share through an Initial
Public Offer (IPO).

On March 2025, the Company allotted 15,33,000 equity shares of ^10 each at a premium of ^490 per share on a preferential basis.

NOTE 32 Segment Information

Based on guiding principles given in AS-17 "Segment Reporting", the business segment has been considered as the primary
segment and the geographic segment has been considered as the secondary segment. The Company three segments namely, Geo
technical Solutions, Industrial Waste Water Management, Sustainable Theme Park Development.

Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not
directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and
manpower efforts with some assumption on provisional basis. Revenue & Expenses not attributable to segments are reported
as unallocatable.

Assets and liabilities used in the Group''s business are not identified to any of the reportable segments, as these are used
interchangeably between segments. The Management believes that it is currently not practicable to provide segment disclosures
relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

NOTE 33 Trade Receivables, Trade Payables, Loans & Advances, Security Deposits and Unsecured Loans
have been taken at their book value subject to confirmation and reconciliation.

NOTE 34 Loans and Advances are considered good in respect of which company does not hold any security
other than the personal guarantee of persons.

NOTE 35 Leases: Operating Lease Arrangement (AS-19):

The Company''s significant leasing arrangements are in respect of operating lease for office space. The aggregate lease rentals
payable is grouped as Rent in Note 25.

NOTE 37 Securities Premium & its Utilisation

During the year, the Company issued equity shares through

(a) an Initial Public Offering (IPO) comprising 33,91,200 equity shares with a premium of ^100 per share, and

(b) a preferential issue comprising 15,33,000 equity shares with a premium of ^490 per share. The total securities premium
collected amounted to ^1,09.03 crores. Out of the total premium, ^8.51 crores was utilised towards IPO-related and share
issue expenses. The balance of ^100.52 crores remains in the Securities Premium Account as on 31^st March 2025.

NOTE 38 Share Warrants Issued

During the year, the Company issued 18,64,000 share warrants on a preferential basis to promoters and strategic investors. Each
warrant entitles the holder to apply for one equity share of ^10 each at an issue price of ^500 per share (face value ^10 premium
^490), aggregating to ^93,20,00,000.

As per the terms of the issue:

The Company received 25% upfront, totaling ^23,30,00,000.

The balance 75% will be payable upon exercise within a maximum period of 18 months from the date of allotment.

Upon full payment and exercise, the equity shares will be allotted and included in the share capital and securities premium
accounts accordingly.

These warrants, pending conversion, have not been considered for calculating diluted earnings per share for the current financial
year as the conditions for potential equity shares under AS 20 are not met.

NOTE 39 Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the company was required to spend 2% of the average net profits of the last three financial
years towards CSR activities.

On 3^rd June 2024, the Company issued 33,91,200 equity shares of ^10 each at a premium of ^100 per share (total issue price
^110 per share) through an Initial Public Offering.

On March 2025, the Company allotted 15,33,000 equity shares of ^10 each at a premium of ^490 per share (total issue price
^500 per share) on a preferential basis.

The Company has issued 18,64,000 share warrants on a preferential basis during the year, each convertible into one equity share
of ^10 at a premium of ^490.

As per AS 20, these warrants are not considered dilutive since the conditions for conversion (receipt of balance subscription
money) are not yet fulfilled as on the reporting date.

Hence, the Diluted EPS equals Basic EPS for FY 2024-25.

NOTE 41 Gratuity

The defined benefit plans expose the Company to a number of actuarial risks as below:

Interest risk: A decrease in the bond interest rate will increase the plan liability.

Salary risk: The present value ofthe defined benefit plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan''s liability.

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides
for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an
amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of five years
of service. The gratuity plan of the Company is funded.

The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and
other relevant factors on long term basis.

As Per our annexed audit report of even date

For M/s NAV & Co LLP For and on behalf of Board of Directors

Chartered Accountants Z-Tech (India) Limited

(Firm Registration No. 023868N /N500443)

CA Priya Kumari Pradeep Sangwan Sanghamitra Borgohain

M No: 445211 Director Managing Director

Partner DIN: 09683475 DIN: 08578955

UDIN: 25445211BMMLVV5610
Place: New Delhi

Date: 29.05.2025 Ashish Goel Anjani Goyal

Company Secretary CFO