Zeal Global Services Ltd

To The Members of Zeal Global Corp

Dear Members,

Your directors' have pleasure in presenting their 12th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

(Rs. In Lacs)

During the FY 2024-25, Company has almost doubled its revenue as posted revenue of INR 36,781 Lacs in Comparison of INR 19,308.76 Lacs having a growth of approx. 91% on Y-o-Y basis. Posted EBIDTA margin growth of approx. 24% on Y-o-Y basis as its stand at INR 25271.89 Lacs in comparison to INR 2077.08 Lacs of the previous year. PBT witness growth of 23% on Y-o-Y basis as its Stand at INR 1948.37 Lacs in comparison to INR 1577.26 Lacs. After making a provision of taxes including deferred tax and tax adjustment of earlier years profit after tax stand at INR 1436.31 Lacs against INR 1166.91 Lacs in previous year which is up by 23%. Further cargo tonnage volume has been increased by 3.9% as Company handled 3859 Tons in Comparison of 3714 Ton in previous year.

Further on standalone basis Passenger Segment revenue has been increased from INR 10062.92 Lacs to INR 21806.15 Lacs on Y-o-Y Basis whereas Cargo Segment increased from INR 9245.84 Lacs to INR 14974.85 Lacs on Y-o-Y Basis. In Order to increase its global footprint Company has Incorporated a Wholly Owned Subsidiary in UAE on 04th September, 2024 and to expand its business operations in Cargo Sector Company has been appointed as GSSA of South African Airways SOC Limited and Cathay Cargo respectively.

During the year under review, there were no major changes in the business.

During the FY 2024-2025 your board of directors did not recommend any dividend for the financial year ended 31st March 2025.

During the financial year, there was no amount proposed to be transferred to the General Reserves.

During the financial year 2024-25, there has been no change in the Capital Structure of the Company. The authorized share capital INR 30,00,00,000/- (Rupees Thirty Crores) and paid-up capital of INR 13,30,97,500 (Thirteen Crore Thirty Lakh Ninety-Seven Thousand Five Hundred). The Company has not issued any equity shares with differential voting rights or any sweat equity shares.

During the financial year 2024-2025 no Directors and Key Managerial Personnel has been appointed or resigned except the following:

In terms of compliance of various applicable provisions of Companies Act, 2013 the Company has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee.

In terms of Section 177 of the Companies Act, 2013 the Board of Directors of the Company has constituted its Audit Committee with the following members of the Board:

The members of Audit Committee are having financial knowledge, experience, expertise and exposure as all the independent Directors are qualified professionals. The Committee overseas the work carried out by the management on the financial reporting process and safeguards employed by them.

a. To investigate any activity with its terms of reference.

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

1. Oversight of Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of Payment to Statutory Auditors of the Company for any services rendered by the Statutory Auditors;

4. Reviewing with the management, the quarterly /half yearly/yearly financial statements before submission to the Board for approval;

5. Reviewing with the management, the annual financial statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

a. Matter required including in the Directors Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major adjustments made in financial statements arising out of audit findings;

d. Compliances with legal requirements relating to financial statements;

e. Disclosure of any related party transactions; and

f. Qualifications in the draft Audit Report;

Further other terms of reference as mentioned in Section 177 (4) of the Companies Act, 2013. The Audit Committee invites executives who are considered important for the functioning of the Committee including functional heads (particularly the head of finance), representatives of the Statutory Auditors and the Internal Auditors, to be present at the meeting. The Company Secretary also acts as the Secretary of the Audit Committee.

During the FY 2024-2025 Audit Committee has met three times on 30.05.2024, 30.08.2024 and 14.11.2024 respectively. Stakeholder Relationship Committee

In terms of Section 178 of the Companies Act, 2013 the Board of Directors of the Company has constituted its Stakeholder Relationship Committee with the following members of the Board:

The Stakeholders Relationship Committee given the roles and powers as mentioned in Section 178 of the Companies Act,

2013 which are as follows:

1. Considering and resolving the grievance of security holders of the Company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends;

2. Monitoring transfers, transmissions, dematerialization, remateralization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission of shares and debentures;

3. Reference to statutory and regulatory authorities regarding investor grievances;

4. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

5. Such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Act read with SEBI (LODR) Regulations, 2015.

During the FY 2024-2025 Stakeholder Relationship Committee has met two times on 30 th August 2024 and 17th February

2025 respectively.

None of the employees of the Company are in receipt of remuneration exceeding the limits prescribed in (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further in Compliance of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are as follows:

In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 2013, Five (5) Board Meetings were held during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the financial year 2024-2025 board of directors met on 18/04/2024, 30/05/2024, 30/08/2024, 14/11/2024, and 17/02/2025.

Pursuant to the Provisions of Section 178 of the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015, Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation of independent directors, executive directors and board whole as well as working of its Audit, Nomination and Remuneration committee has been carried out during the financial year 2024-2025.

All the Independent directors of the company have given their independency declaration pursuant to sub-Section (7) of Section 149 of the Companies Act, 2013. In the opinion of the board independent directors appointed during the year have integrity, expertise and experience (including proficiency).

In terms of Compliance of Section 178 of the Companies Act, 2013 the Company has constituted Nomination and Remuneration Committee with the following members of the Board:

The policy aims to:

Independent Directors: The Non-Executive Directors are given sitting fees only, as recommended by Nomination & Remuneration Committee and approved by the Board.

Executive Directors: The Executive Directors are remunerated on the recommendation of the Nomination & Remuneration Committee and the approval of Board of Directors and the Shareholders of the Company.

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director's performance;

5. Determining, reviewing and recommending to the Board, the remuneration of the Company's Managing/ Joint Managing/ Deputy Managing/ Whole time/ Executive Director(s), including all elements of remuneration package;

6. To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;

7. Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/ regulatory guidelines;

8. Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities;

During the FY 2024-2025 Nomination and Remuneration Committee has met on 18th April 2024, 30th August 2024 and 14th November 2024 respectively.

TheCompanyhas0neassociateCompanynamelyTeleportCommerceINPrivateLimited(CIN:U62100DL2019PTC345290), One wholly owned subsidiary namely ANSP Global Services Private Limited (CIN: U34300DL2022PTC396273) incorporated on 07/04/2022 and Incorporate Wholly owned Subsidiary in UAE in the name of Zeal Global Services LLC -FZ on 04/09/2024.Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a Company's subsidiary or subsidiaries, associate Company or companies and joint venture or ventures is given in Form AOC-1 and attached as Annexure-I.

Pursuant to the provisions of Sections 139 of the Companies Act, 2013 and other applicable provisions, if any, Therefore, board has been appointed M/s Goel Gaurav and Co. Chartered Accountants, Ghaziabad, UP (PR No. 014209/FRN022467C) as Statutory Auditors of the Company to hold office from 11th Annual General Meeting of the Company till the conclusion of AGM to be held in the year 2029.

Further, the Statutory Auditors have confirmed that they are not disqualified under any provisions of Section 141(3) of the Companies Act, 2013 and also their engagement with the Company is within the prescribed limits u/s 141(3)(g) of the Companies Act,2013.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

Risk Management is an integral and important aspect for the Company the Board of the Company has duly constituted Risk Management policy which will assist the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company. Although the Company has defined business objectives based on strategy for each of business, its ability to achieve the expected results may get limited owing to some internal and external risks. Major risks identified by the business and functions are systematically addressed through mitigation actions on a continuing basis.

The Company is dependent on few numbers of customers and airlines. Loss of any of these customers and airlines will significantly affect our revenues and profitability.

Our business is primarily dependent upon a continuing relationship with IATA Agents for sales of our services. Any reduction or interruption in the business of these IATA Agents, or a substantial decrease in orders placed by these IATA Agents may have an adverse impact on the revenues and operations of our Company. Further, we do not have any longterm or exclusive arrangements with dealers or distributors for selling our services.

The fall in cargo volumes and the increase in transport capacity caused freight rates to drop, which may adversely affect our business operation and financial condition.

We face competition in our business from organized and unorganized players, which may adversely affect our business operation and financial condition.

There have been no material changes in the business, which may affect financial position of the Company.

The Company has not received any significant and material order by any regulators, Tribunal or Courts which shall impact the going concerns status & Company's operations in future.

The Company has neither accepted nor renew any deposits falling under Chapter V of Companies Act, 2013.

In Compliance of Section 204 of the Companies Act, 2013, Company has appointed M/s Dharmveer Dabodia and Associates, Company Secretaries as Secretarial Auditors of the Company. The report of Secretarial Auditor has issued report in form MR-3 for FY 2024-2025 and same is enclosed as Annexure-II to this report.

The Company has not made any investment during the financial year 2024-2025 except the investment made in Zeal Global Services LLC- FZ in accordance to Section 186 of the Companies Act, 2013. Further Company has not provided any loans or guarantees or Security during the FY 2024-2025.

The particulars of every contract or arrangements entered by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 and marked as Annexure III. With reference to Section 134(3)(h) of Companies Act, 2013 all contracts and arrangement with related parties under sec 188(1) entered by the Company during the financial year were in ordinary course of business at arm length basis.

In order to prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 09th December 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy for prevention of sexual harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, the Company has not received any complaint on sexual harassment.

The Company appointed M/s AEPN and Associates, Chartered Accountants, New Delhi as formal internal auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

As the Company is engaged in Service Industry therefore details of conservation of energy and technology absorption are not required in compliance of rule 8 of the Companies (Accounts) Rules 2014, however the details of foreign exchange earnings and outgo are as follows:

During the year, the total foreign exchange used was INR 9647.61 Lacs and total foreign exchange earning was INR 848.01 Lacs.

(Rs. In Lacs)

The Provisions of Section 135 of the Companies Act, 2013 was applicable during the financial year 2024-2025 as the Company has crossed the threshold limit of INR 5 Crore for FY 2024. The Company has framed its CSR Policy in accordance to the provisions of the Section 135 of the Companies Act, 2013.

Our CSR Policy is drafted in accordance with the Section 135, Companies (CSR Policy) Rules, 2014 and Schedule VII of Companies Act, 2013. Our policy focus on the following CSR activities.

Eradicating hunger, poverty and malnutrition Promoting Health care including Preventive Health care Ensuring environmental sustainability

Employment and livelihood enhancing vocational skills and projects Promotion of education & Road Safety Training and other activities as prescribed.

As the required expenditure was below than INR 50 Lacs therefore Company was not required to constitute its CSR Committee during the FY 2024-2025.

Details of Average Profit and CSR Expenditure: -

Average Net profit of last three years: INR 1204.28 Lacs

Prescribed CSR Expenditure: - INR 24.09 Lacs

Details of CSR Spent during the Financial Year: INR 25.00 Lacs

a. Total amount to be spent for the financial year: - Nil

b. Amount unspent if any:- Nil

c. Manner in which the amount spent during the financial year:-

The Company has spent its CSR expenditure in compliance of section 135 of the Companies Act, 2013. The Details CSR Report is annexed with this report as Annexure-IV.

The Company treats its "human resources" as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company's thrust is on the promotion of talent internally through job rotation and job enlargement. The Company maintains healthy, cordial and harmonious industrial relation at all level. The enthusiasm of employee has enabled the Company to maintain its leader position in the industry.

In Pursuant to the provision of Section 177(9) & (10) of the Companies Act 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established.

In Compliance of Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report for the year ended 31st March 2025.

The Company has duly followed the applicable Secretarial standards, SS-1 & SS-2 relating to Meeting of the Board of Directors and General Meeting respectively.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, The copy of MGT-7 will be available at the website of the Company i.e. www.zeal-global.com, Company will file MGT-7 in due course of time with ROC.

The Directors' Responsibility Statement referred to in clause I of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis; and

e. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Central Government has not specified maintenance of cost record under section 148(1) of the Company Act, 2013 in respect of our Company's product.

The company has comprehensive risk assessment, which is reviewed by the top management. Risk management is very important part of the Company's business. The Company has in place an integrated risk management system. It proactively identifies monitor and take precautionary and mitigation measures in respect of various risks that threaten its operations and resources.

The Company has a well-placed internal financial control system which ensures that all assets are safe guarded and protected and that the transactions are authorized, recorded and reported correctly. The Company s internal financial control system also comprises due compliances with Company s policies and Standard Operating Procedures (SOPs).

The shares of the Company are listed and traded at NSE-SME platform. The Company has paid Listing fees to National Stock Exchange of India Limited.

The applicable provisions of the Section 124 of the Companies Act, 2013 are not applicable on the Company as Company does not have unpaid dividend with them which required to transfer to IEPF.

39. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

No application was made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

There is no information available in this respect.

The Provisions of Clause F of Schedule V of Regulation 34 of Details of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to the Company as Company does not have any Demat Suspense Account/Unclaimed Suspense Account as on 31st March 2025.

The Director places on record their gratitude to all stakeholders for their assistance, cooperation and encouragement. The Directors also wishes to place on record their sincere thanks to all investors, vendors, and employees for their outstanding performance