Zen Technologies Ltd. — Capital/Financing Update 2021

Oct 16, 2021

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Date: 16[th] October 2021

To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G, Dalal Street Bandra Kurla Complex, Mumbai- 400001 Bandra (E), Mumbai – 400 051 Through: BSE Listing Centre Through: NEAPS Security Code: 533339 Symbol/Security ID: ZENTEC

Dear Sir/Madam,

• Sub: Outcome of the meeting of the Board of Directors of Zen Technologies Limited (“Company”), held on 16[th] October 2021 in terms of Regulation 30(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Further to our Intimation dated 12[th] October 2021 and pursuant to Regulation 30(2) of Listing Regulations read with Para A of Part A of Schedule III, we wish to inform you that a meeting of the Board of Directors of the Company held today i.e. 16[th] October 2021; the Board of Directors, subject to the approval of shareholders, considered and approved the following businesses:

1. Preferential Issue of up to 42,25,367 10% Compulsorily Convertible Debentures ("CCDs") having face value of Rs. 213/- each, for cash, for an aggregate amount of up to Rs. 90,00,03,171/-, which shall be converted into 42,25,367 Equity Shares of the face value of Rs. 1/- each at a premium of Rs. 212/- each, to the persons belonging to "Public Category".

2. Approved the proposal for issue of 4,69,633 Convertible Warrants, convertible into each warrant into one equity share of Rs. 1/- each at a premium of Rs. 212/- upon exercising the Warrant, so as to raise up to Rs. 10,00,31,829/- on a preferential basis to the following Promoters specified here-in-below:

Sr No	Name of the Allottee	Number of Convertible Warrants	PAN	Category
1	Ashok Atluri	2,34,883	ADQPA7751H	Promoter/Promoter Group
2	Kishore Dutt Atluri	2,34,750	ACEPA2172P
	Total	**4,69,633 **

1. The draft notice of Extra-ordinary General Meeting of the Members of the Company which is to be held on Thursday, 11[th] November 2021 through video conferencing or any other audio-visual means.

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Further, the details pursuant to Regulation 30(2) of the Listing Regulations read with Para A.2 of Annexure I to circular bearing number CIR/CFD/CMD/4/2015 dated September 09, 2015 issued by Securities and Exchange Board of India (“SEBI”) is enclosed herewith as an Annexure A.

The above information is also available on the website of the Company: https://www.zentechnologies.com/outcome-of-board-meetings

The Board Meeting commenced at 04:00 P.M. and concluded at 06:30 P.M.

This is for your kind information and records.

Thanking You.

Yours sincerely,

For Zen Technologies Limited

HANSRA Digitally signed by HANSRAJ SINGH J SINGH Date: 2021.10.16 18:34:06 +05'30' Hansraj Singh Rajput Company Secretary and Compliance Officer M. No. F11438

Annexure-A

Details regarding the preferential issue which a listed entity needs to disclose as per the SEBI Circular dated September 09, 2015.

Particul ars	Information
Type of securitie s proposed to be issued	 Compulsorily Convertible Debentures ("CCD")  Convertible Equity Warrants
Type of issuance	Preferential Issue in accordance with Chapter V of the SEBI (ICDR) Regulations and other applicable laws.
Total number of securitie s proposed to be issued or the total amount for which the securitie s will be issued (approxi mately)	 42,25,367 10% Compulsorily Convertible Debentures ("CCDs") having face value of Rs. 213/- each, for cash, for an aggregate amount of up to Rs. 90,00,03,171/-, convertible into 42,25,367 Equity Shares of the face value of Rs. 1/- each at a premium of Rs. 212/- each. The coupon rate on CCDs will be paid on Annualised basis.  4,69,633 Equity Warrants at a Price of Rs. 213/- per Equity Warrant with the right to warrant holder to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 1/- each of the Company at a premium of Rs. 212/- per equity share for each Equity warrant within a period of 18 (Eighteen) months from the date of allotment of the warrants, aggregating up to Rs. 10,00,31,829/-.
Name of Investor	Below investors, belonging to Public Category for CCDs: 1. Massachusetts Institute Of Technology (FPI) 2. University of Notre Dame DU LAC (FPI) 3. GP Emerging Markets Strategies LP (FPI) 4. The Ram Fund LP (FPI) 5. The TIFF Keystone Fund, L.P. (FPI) 6. Pragma Fund SPC - Equities Segregated Portfolio - Class C (FPI) 7. Mr. Mukul Mahavir Agarwal (Individual) 8. Mr. Jateen Tanna (Individual) 9. Emerge Capital Opportunities Scheme (AIF) 10. Chanakya Corporate Services Private Limited (Body Corporate) Below investors, belonging to Promoter Category for Convertible Equity Warrants: 1. Ashok Atluri 2. Kishore Dutt Atluri

Post- allotmen t of securitie s: Outcome of subscript ion				Pre-Issue Shareholding	Pre-Issue Shareholding	*Post-Issue Shareholding **	*Post-Issue Shareholding **
		Sr. No.
			Allottee Details	No. of Shares	% of Shareholding	No. of Shares	% of Shareholding
				0	0.00%	1,63,660	0.19%
			Massachusetts Institute of Technology
		1
			University of Notre Dame DU LAC	0	0.00%	14,05,080	1.67%
		2
				0	0.00%	4,05,440	0.48%
			GP Emerging Markets Strategies LP
		3
			The Ram Fund LP	0	0.00%	4,52,330	0.54%
		4
			The TIFF Keystone Fund, L.P.	0	0.00%	1,60,740	0.19%
		5
				0	0.00%	2,29,652	0.27%
			Pragma Fund SPC - Equities Segregated Portfolio - Class C
		6
				0	0.00%	11,26,765	1.34%
		7	Mukul Mahavir Agarwal
				0	0.00%	93,900	0.11%
		8	Jateen Tanna
			Emerge Capital Opportunities Scheme	0	0.00%	93,900	0.11%
		9
				0	0.00%	93,900	0.11%
			Chanakya Corporate Services Private Limited
		10
		11	Ashok Atluri	2,13,11,220	26.80%	2,15,46,103	25.59%
		12	Kishore Dutt Atluri	1,57,56,220	19.82%	1,59,90,970	18.99%
		*After full conversion of the CCDs & Convertible Warrants
Issue Price		₹ 213/- per CCDs and Convertible Equity Warrants. The price at which the Securities shall be issued is not lower than the floor price calculated in accordance with Regulation 164 of the SEBI ICDR Regulations.
Tenor / Conversi on		For CCDs and Convertible Equity Warrants: To be converted within 18 months from the date of allotment.
Nature of Consider ation (Whethe r cash or consider ation other than cash)		For CCDs and Convertible Equity Warrants: Cash Consideration