Zen Technologies Ltd. — Capital/Financing Update 2021

Jul 24, 2021

ZEN TECHNOLOGIES LIMITED

Certified ISO 9001 :2015, ISO 27001 :2013, CMMI ML5 Regd. Office : B-42, Industrial Estate, Sanathnagar, Hyderabad - 500 018, Telangana, India. Phone: +91 40 23813281/3294/2894/4894 Fax No: +91 40 23813694 Email: info@zentechnologies.com Website: www.zen.in Corporate Identity Number: L72200TG1993PLC015939

Date: 24th July 2021

To BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Through: BSE Listing Centre Security Code: 533339

To

National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 Through: NEAPS Symbol/Security ID: ZENTEC

Dear Sir/Madam,

Sub: Outcome of the Board Meeting held on 241h July 2021.

Ref: Intimation under Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

This has reference to our letter dated 17th July 2021 giving notice of the Board Meeting to consider and approve the unaudited financial results of the Company for the first quarter ended so" June 2021.

The Board at its meeting held today, i.e. Saturday, 24th July 2021 transacted, inter alia, the following businesses:

1. Unaudited Financial Results:

The Board approved the Unaudited Financial Results (Standalone and Consolidated) for the first quarter ended 30th June 2021. In this regard, please find enclosed:

• a) Unaudited Standalone and Consolidated Financial Results of the Company for the first quarter ended so" June 2021; .
• b) Limited Review Report in respect of the Unaudited Standalone and Consolidated Financial Results of the Company for the first quarter ended 30th June 2021.
• c) Statement of Deviation or Variation as per Regulation 32 of the Listing Regulation.
• 1. Retirement of Mr. Venkat Samir Kumar Oruganti (DIN: 06699271) as a Non-Executive Independent Director of the Company, effective 13th August 2021 (close of business hours) upon completion of his second consecutive tenure as Independent Director in the company. His second term of appointment was from 14th August 2018 till 13th August 2021.

Works : Plot 36, Hardware Park. Near Shamshabad International Airport, Hyderabad - 50

1. The Board considered and approved the re-appointment of Dr. Ravindra Kumar Tyagi (DIN: 01509031) as the Non-Executive Independent Director of the company for a second and final term of Three (3) Years w .e.f. 01 st April 2022 till 31st March 2025, subject to the shareholders' approval at the ensuing general meeting. His first term of Three (3) years as Independent Director of the company was from O I st April 2019 till 31st March 2022.

He is not related to any other Director(s)/Key Managerial Personnel(s) of the company. In this regard, we hereby affirm that Dr. Ravindra Kumar Tyagi is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

Further, the brief profile of Dr. Ravindra Kumar Tyagi is enclosed herewith as follows:

Dr. R.K. Tyagi has done Ph.D (Doctorate in Management Studies) from Agra University, U.P. He did B. Engg. (Electronics & Communication) from IIT, Roorkee, MBA (Marketing) from IGNOU, New Delhi, and Advanced Leadership Course from Indian School of Business (I.S.B.), Hyderabad. He has about 42 years of experience including 8 years of leading the boards/organisations. He served as Chairman of Hindustan Aeronautics Ltd. (a Navratna company) from March 2012 to Jan 2015, as Chairman and Managing Director of Pawan Hans Helicopters Ltd. (a Mini Navratna company) from May 2007 to Mar 2012. He served ONGC in various fields like IT Networks, Setcom, Infocom, Marketing and rose to the position of Head Marketing and Head Air Logistics (from April, 1976 to May 2007). His strengths are Organizational Strategy and building strategical alliance, leadership and team development, Growth/Turnaround Specialist in business operations, corporate governance and CSR, R&D, Technology, Investment and Risk Management.

1. In continuation to our intimation dated 6th July, 2021, we further inform you that based on the recommendation of the Nomination and Remuneration Committee (the Committee") cum Compensation Committee, the Board considered and approved the Employee Stock Option Scheme namely, "Zen Technologies Limited Employee Stock Option Plan - 2021" (ZEN ESOS 2021/Scheme) and to create, issue, offer, grant, allot and/or transfer from time to time, in one or more tranches upto 40,00,000 (Forty Lakhs) Employee Stock Options ("ESOPs") to and for the benefit of eligible employees/persons of the Company and or its subsidiary(ies) as may be determined by the board/committee and implementation of the same through a Trust to be set up by the company namely "Zen Technologies Limited Employees Welfare Trust" (The Trust).

The Board also considered and approved provisioning of money to the trust for the purpose of subscription and/or purchase of Equity Shares of the Company by the Trust/ Trustees directly from the Company or from the Secondary Market as the case may be.

The above are subject to the shareholders' approval at the ensuing general meeting of the company.

The Disclosures pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015 for the issuance of securities under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given below:

1.	Name of the Scheme	Zen Technologies Limited Employee Stock Option Plan-2021 ("ZEN ESOS 2021/Scheme")
2.	Brief of details granted	options I The Nomination and remuneration Committee at its meeting held on 24th July, 2021, has approved the grant of 40,00,000 stock options The Scheme would be. implemented through the "Zen Technologies Limited Employees Welfare Trust" (The Trust), as it is proposed that the equity shares of the Company would be acquired from the secondary market apart from the primary issue of shares to the trust
		by the company.
3.	I Whether the scheme is in I Yes of SEBI terms (SBEB) Regulations. 2014
4.	I Total number covered by these options	of shares I The total number of employee stock options to be granted under ZEN ESOS 2021 shall not exceed 40,00,000 (Forty Lakhs) options in one or more tranches, from time to time, exercisable into the equal number of Equity Shares of the Company.
5.	I Pricing Formula	The Exercise Price is based on the Market I Price of the equity shares of the Company which means the latest closing price on a recognized stock exchange on which the shares of the company are listed on the date immediately prior to the date of meeting of committee. As the shares of the Company are listed on more than one Stock Exchange, the price of the Stock Exchange where there is highest trading volume during the aforesaid period has been considered.
		The Compensation Committee has a power to provide suitable discount or charge premium on the price as arrived above. However, in any case the Exercise Price shall not go below the face. value of Equity Share of the Company.

6.	Options vested	Not Applicable
7.	Time within which option	Not Applicable
	may be exercised
8.	Options exercised	Not Applicable
9.	Money realized by exercise Not Applicable
	of options
10.	The total number of shares Not Applicable
	of arising result as a	<
	exercise of option
11.	Options lapsed	Not Applicable
12.	of Variation terms	of Not Applicable
	options
13.		Brief details of significant The vesting period shall be decided by the
	terms	Compensation Committee from time to time
		but shall not be less than one (I) year and
		more than five (5) years from the grant of
		options.
		The exercise period shall be two (2) years
		from the date of last vesting. Failure to period,
		comply within this time after accepting the same, shall result in lapsing of
		vested options in the hands of Grantee.
14.	changes Subsequent	or Not Applicable
	cancellation or exercise of
	such options;
15.	Diluted earnings per share Not Applicable
	pursuant to issue of equity
	of exercise shares on
	options.
16.		Provision of loan to the The Company shall make such interest free
	ESOP Trust	loans from time to time, to fund the ESOP
		Trust which shall be utilized for the sole
		purpose of purchase of equity shares of the
		Company from the secondary market through
		the stock exchange mechanism.
		Such loans to the ESOP Trust shall not
		exceed the limit of 5% (five percent) of the
		aggregate of paid-up share capital and free
		reserves of the Company as provided under
		the Companies Act, 2013.

The meeting of Board of Directors was commenced at 12.45 p.m. and concluded at 01:30 p.m.

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

This is for your kind information and records.

Thanking You.

Yours sincerely, For Zen 'technologies Limited \ ,

Hansra1'§ir&gh Rajput Company Secretary & Compliance Officer M. No. A38213

RAMASAMY KOTESWARA RAO AND CO LLP

CHARTERED ACCOUNTANTS

Independent Auditor's Review Report on unaudited quarterly and year to date standalone financial results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To The Board of Directors Zen Technologies Limited

• 1. We have reviewed the accompanying statement of unaudited standalone financial results of Zen Technologies Limited ('the Company') for the quarter ended June 30, 2021 and the year to-date results for the period April 1,2021 to June 30, 2021 ('the Statement') attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (' the Regulation').
• 1. This Statement, which is the responsibility of the Company's Management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 'Tnterim Financial Reporting', prescribed under Section 133 of the Companies Act, 20 13 read with relevant rules issued thereunder and other recognized accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether standalone financial results are free of material misstatements. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement of unaudited standalone financial results prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other recognized accounting principles generally accepted in India has not disclosed the information required to be disclosed in terms of the Regulation including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Ramasamy Koteswara Rao and Co LLP

Chartered Accountants ICAI Firm Registration No.010396S/S200084

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Murali Krishna Reddy Telluri Membership No: 223022 ''" . . '¹ uniN: JIJ~1o~AA-A-AftOP(r£~ - ·-- Partner

Place: Hyderabad Date: 24-07-2021

	M/s ZE;N TECHNOLOGIES LIMITED B -42 Industrial Estate, Sanathnagar Hyderabad - 500 018, Telangana, India	CIN:L 72200TG 1993PLC015939
	Statement ofUn-Audited Standalone financial results for the Quarter Ended 30th June 2021
					(Rs. In lakhs)
S.No	Particulars	Quarter ended 30 Jun 2021	Quarter ended 31 Mar 2021	Quarter ended 30 Jun 2020	Year ended 31 Mar 2021
		Unaudited	Audited	Un Audited	Audited
	l Income
	Revenue From Operations	913.15	1,891.43	416.24	4,957.03
	Other Income	73.81	80.12	69.22	291.48
	Total Income	986.96	1,971.55	485.46	5,248.51
	2 Expenses
	a)Cost of Materials and Components consumed	185.83	489.39	)3.60	753.62
	b)Changes in inventories of finished goods,
	work-in-progress and Stock-in-Trade	(141.20)	(70.27)	(13.60)	42.39
	c)Manufacturing Expenses	90.52	112.78	71.69	414.19
	d)Employee Benefits Expense	324.24 ,.	379.77	249.62	1,266.19
	e)Finance Costs	14.20	25.39	10.79	99.56
	f)Depreciation and Amortization Expense	99.22	98.24	101. 14	399.15
	g)Other Expenses	458.02	745.02	184.45	1,705.22
	Total Expenses (a tog)	1,030.82	1,780.31	617.69	4,680.31
	3 Profit I (Loss) before Tax (1-2)	(43.86)	191.24	(132.23)	568.20
	4 Tax expense
	(i) Current tax	-	55.55	-	186.17
	(ii) Deferred tax	(9 68)	3.12	(63.65)	(27.66)
	Total Tax	(9.68)	58.67	(63.65)	158.51
	5 Net Profit /(Loss) for the period (3-4)	(34.18)	132.57	(68.58)	409.69
	6 Other Comprehensive Income
	Items that will not be reclassified subsequently to statement of
	profit or loss	-	13.18	-	13.18
	Income tax relating to items that will not be reclassified to profit
	/ loss	-	(3.67)	-	(3.67)
	Total Other Comprehensive Income	-	9.51	-	9.51
	7 Total Comprehensive Income for the year (5+6)
		(34.18)	142.08	(68.58)	419.20
	Earning per Equity Share of Face Value of Rs. 1/- Each	(O.G4)	0.17	(0.09)	0.52
	Basic (In Rs.) - Diluted (In Rs.)-	(0.04)	0.17	(0.09)	0.52
	Weighted average equity shares used in computing earnings per
	8 equity share
	Basic	79,510,000	79,510,000	77,160,060	79,510,000
	Diluted	79,510,000	79,510,000	77,160,060	79,510,000

Notes to Standalone Un-Audited Financial Results for the Quarter and Year ended 301h June, 2021

• 1. The Financial results of the company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified by the Companies (Indian Accounting Standard) rules 2015 as amended.
• 1. The aforementioned results have been reviewed & recommended by the Audit Committee and subsequently approved by the Board of Directors at its meeting held on 24th July, 2021.
• 1. The figures for previous periods/ Year have beeri Recasted and Regrouped, wherever necessary.
• 1. The entire operations of the Company relate to only one segment viz., Training & Simulation. Hence segmental reporting as per Ind AS 108 is not made.
• 1. The value of the orders on hand as at za" July, 2021 is about Rs. 312.61Crores.

Place : Hyderabad Date: 241h July 2021

DIN:00056050

Independent Auditor's Review Report on Consolidated Unaudited Quarterly and year to date financial results of the Group pursuant to the Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To The Board of Directors Zen Technologies Limited

• 1. We have reviewed the accompanying statement of consolidated unaudited financial results of Zen Technologies Limited ('the Holding Company'), its subsidiaries, (the Holding Company and its subsidiaries together referred to as the 'Group') for the quarter ended June 30, 2021 and the year to-date results for the period from April 1, 2021 to June 30, 2021 ('the Statement'), being submitted by the Holding Company pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('the Regulations').
• 1. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 'Interim Financial Reporting'('Ind AS 34'), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other recognized accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are free of material misstatement. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

• 1. This Statement includes the results of the following entities:
• a) Zen Technologies USA, INC Wholly Owned Subsidiary
• b) Unistring Tech Solutions Private Limited Subsidiary
• c) Zen Medical Technologies Private Limited Wholly Owned Subsidiary
• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement are prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other recognized accounting principles generally accepted in India has not disclosed the information required to be disclosed in terms of the Regulation including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We did not review the interim financial information of three subsidiaries included in the consolidated unaudited financial results, whose interim financial information reflect total assets of Rs. 1495.40 lakhs as at June 30, 2021 and total revenues of Rs. 83.08 lakhs, total net loss of Rs.105.85 lakhs and total comprehensive loss of Rs.I 12.91 lakhs for the quarter ended June 30, 2021 respectively. This interim financial information has been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of the above matters.

For Ramasamy Koteswara Rao and Co LLP

Chartered Accountants Firm Registration No. 010396S/S200084 r'7 - :::::: ·

~

~ M~rali Krisb.n a Reddy Telluri ( ~ (~ •. •• ;~.,~ Partner ~<,,-, _ <"'\ ,,.::., (:J J \ Membership No.: 223022 ·, _ UDIN: :l! cR;t:SO a.RA-ftAAOQ..\$04'1

Place: Hyderabad Date: 23-07-2021

Zen Teclmologies Limited B -42 Industrial Estate, Sanathnagar Hyderabad - 500 018, Telangana, India CIN:L72200TG1993PLCOl5939 Statement of Un-Audited Consolidated financial results for the Quarter Ended 30th June 2021

					(Rs. In lnkhs)
S No	Particulars	Quarter ended	Quarter ended 30 June 2021 ' 31 March 2021	Quarter ended 30 Jun 2020	Year ended 31 March 2021
		Unaudited	Audited	Un Audited	Audited
	1 Income
	a) Revenue from Operations	996.23	2,155.25	416.24	5,463.96
	Total Revenue from operations	996.23	2,155.25	416.24	5,463.96
		74.95	89.26	69.27	302.18
	b) Other Income Total Income	1,071.18	2,244.51	485.51	5,766.14
	2 Expenses	257.77	524.59	107.67	1,021.64
	a) Cost of materials Consumed b) Changes in inventories of finished goods,
	work-in-progress nnd Stock-in-Trade	(163.41)	(90.93)	(107.23)	(141.25)
	('c) Manufacturing Expenses	90.52	108.65	71.69	417.19
	( d) Employee benefits expense	429.94	465.47	310.78	1,559.93
	( e) Finance costs	15.67 I 25.20	29.14 126.07	12.77 124.32	109.15 495.22
	(f) Depreciation and amortization expense (g) Other expenses	482.61	839.24	203.04	1,868.13
	Total Expenses (a tog)	1,238.29	2,002.23	723.04	5,330.01
'
	3 Profit /(Loss) Before Tax (1-2)	(167.11)	242.28	(237.53)	436.13
	4 Tax expenses
	- Income Tax	'	SS.SS		186.17
	- Deferred Tax	(9.68)	3.37	(63.87)	(27.41)
	5 Net Profit for the period (3-4)	(157.43)	183.35	(173.66)	277.37
	Attributable to:
	Shareholders of the Company	(113.61)	135.02	(133.64)	311 14
	Non Controlling interest	(43 82)	4833	(40,02)	(33.77)
	6 Other comprehensive income
	a) (i) Items that will not be reclassified to profit or Joss		(1558)		1318
	(ii) Income tax relating to items that will not be reclassified
	to profit or loss	-	(367)	-	(3.67)
	b) (i) Items that will be reclassified to profit or loss	(9.79)	(16 84)		(16.84)
	(ii) Income tax relating to items that will be reclassified to
	profit or loss	2.72	4.69		4.69
	Total other comprehensive income/(loss) net of tax	(7.07)	(31.40)		(2.64)
	7 Total Comprehensive income (5+6)	(164.50)	151.95	(173.66)	274.72
	Attributable to:
	Shareholders of the Company	(12068)	103.61	(133 64)	308.49
	Non Controlling interest	(43.82),	48.33	(40 02)	(33.77)
	8 Paid-up Equity Share Capital	795.10	795.10	771.60	795.10
	(Rs.!/- per Equity Share)
	11 Earnings per share (Face Value ofRs.1/- each)
	(a) Basic (Jn Rs.)	(0.14)	0.17	(0.17)	0.39
	(b) Diluted (In Rs.)	(0.14)	0.17	(0.17)	0.39
	Weighted average equity shares used in computing earnings 12 per equity share
	Basic	79,510,000	79,510,000	77,160,060	79,510,000
	Diluted	79,510,000	79,510,000	77,160,060	79,510,000
					-· -··.---.

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Notes to Consolidated Un-Audited Financial Results for the Quarter and Year ended 301h June, 2021.

• 1. The Financial results of the company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified by the Companies (Indian Accounting Standard) rules 2015 as amended.
• 1. The aforementioned results have been reviewed & recommended by the Audit Committee and subsequently approved by the Board of Directors at its meeting held on 24th July, 2021.
• 1. The figures for previous periods/ Year have been Recasted and Regrouped, wherever necessary.
• 1. The Group's operations predominantly consist of Training & Simulation. The Group's Chief Operating decision Maker (CCDM) review the operations of the Group as a single reportable segment and operations from other than Training & Simulation does not qualify as a reportable segment as these operations are not material. Hence there are no reportablesegments under Ind AS 108.
• 1. The value of the orders on hand as at 241hJuly, 2021 is about Rs. 312.61Crores.

DIN:00056050

Place : Hyderabad Date: 241h July, 2021

Statement of Deviation /Variation in utilisation offunds raised
Zen Technologies Limited
Preferential Issue of
convertible warrants
1 . 04/02/2019 - Date of
allotment of warrants &
2. 03/09/2020 - Date of
allotment of equity shares
upon conversion of
warrants
17,85,95,440
June 30, 2021
Not Aoolicable
Not Anolicable
No
If yes, whether the same is pursuant to change in terms of a Not Applicable contract or objects, which was approved by the shareholders
Not Aoolicable
Not Aoolicable
None
None

Origillal Object	Modified Object, if any Allocation (in	Original Rs.)	Modified ifany	Rs.)	Amount of allocation, Funds Utilised (in Deviation/Variation for Remarks if tbe quarter according to any applicable obiect
The proceeds of the preferential issue will be utilized towards research and development (R&D), potential acquisitions, export promotion, working capital, capital expenditure and general corporate purposes.	Not Applicable	17,85,95,440 Not	Applicable	4,46,48,860 None		No Deviations or Variations

Deviation or variation could mean:

( a) Deviation in the obiects or ourooses for which the funds have been raised or

(b) Deviation in the amount of funds actually utilized as against what was originally disclosed or

( c) Change in terms of a contract referred to in the fund raising document i.e. prospectus, letter of offer, etc

Note: Unutilised amounts of the issue as at 30th June 2021 have been temporarily deploved in fixed deoosit with Scheduled Banks.

Date -24th July 2021 Place - Hyderabad