Zen Technologies Ltd. — Capital/Financing Update 2025

Jun 21, 2025

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June 21, 2025

To, Listing Department

National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

To, Dept. of Corp. Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001

Symbol: ZENTEC

Scrip Code: 533339

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Acquisition

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 we wish to inform that, the Board of Directors of the Company at its meeting held today i.e., Saturday, June 21, 2025 has inter-alia , approved an investment upto an amount not exceeding Rs. 6.56 crores by way of:

• a) acquiring 2,06,518 (Two Lakh Six Thousand Five Hundred and Eighteen) equity shares of Rs. 10 (Rupees Ten) each of TISA Aerospace Private Limited ( “TISA” ) from its existing shareholder, representing 54.67% of the total equity paid up share capital of TISA.

• b) acquiring 4,00,000 (Four Lakh) numbers of 6% Compulsory Convertible Debentures (CCDs) of face value of Rs. 100 (Rupees One Hundred) each from an existing CCD holder, issued by TISA.

• ((a) and (b) above collectively referred to as the “Proposed Transaction” ).

In this regard, the Company has entered into: (a) CCD Purchase Agreement dated June 21, 2025 with existing CCD holder and TISA for the acquisition of the said CCDs (b) Share Purchase Agreement (“ SPA ”) dated June 21, 2025 with the other existing shareholder of TISA and TISA for acquisition of the said shares; and (c) Shareholders’ Agreement (“ SHA ”) dated June 21, 2025 with TISA and the other existing shareholders of TISA recording the terms and conditions governing the management of TISA, and the inter se rights and obligations between the Company, TISA and the existing Shareholder(s) (collectively, the “Transaction Documents” ).

Upon completion of the Proposed Transaction, TISA will become Subsidiary of the Company.

The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/ 0155 dated November 11, 2024 is enclosed herewith as ‘Annexure I & II’ .

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The meeting of Board of Directors was commenced at 02:00 p.m. (IST) and concluded at 02:30 p.m. (IST).

This is for your kind information and records.

Thanking you

Yours faithfully,

For Zen Technologies Limited

SOURAV Digitally signed by SOURAV DHAR DHAR Date: 2025.06.21 14:37:25 +05'30'

Sourav Dhar Company Secretary & Compliance Officer Encl: As above

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Annexure I

Details required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024

	2024
	S.No	Particulars	Description
	1)	Name of the Target Company, details in	TISA Aerospace Private Limited (“TISA”)
		brief such as size, turnover, etc.
			The turnover of TISA for FY 2024-25 was Rs.
			1.81 crore.
	2)	Whether the acquisition would fall within	No. The transaction does not fall within the
		related party transaction(s) and whether	ambit of a related party transaction and no
		the promoter/ promoter group/ group	promoter group companies have any interest in
		companies have any interest in the entity	TISA.
		being acquired? If yes, nature of interest
		and details thereof and whether the same
		is done at “arm’s length”
	3)	Industry to which the entity being	Aerospace & Defence
		acquired belongs
	4)	Objects and impact of acquisition	The acquisition marks Zen Technologies
		(including but not limited to, disclosure	Limited’s (“Zen/Company”) entry into the
		of reasons for acquisition of target entity,	unmanned aerial vehicle (UAV) segment within
		if its business is outside the main line of	the defence sector. It significantly expands
		business of the listed entity)	Zen’s defence portfolio by enabling it to offer
			advanced loitering munitions and a range of
			UAV solutions to the Armed Forces.
	5)	Brief details of any governmental or	Not applicable
		regulatory approvals required for the
		acquisition
	6)	Indicative time period for completion of	The acquisition of the shares and the
		the acquisition	Compulsory Convertible Debentures (CCDs)
			are expected to be completed by Q2 of FY 2025-
			26, subject to completion of customary closing
			formalities.
			Further, CCDs will be converted into equity
			shares by Q2 of FY 2025-26.
	7)	Consideration - whether cash	Cash Consideration
		consideration or share swap or any other
		form and details of the same

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	8)	Cost of acquisition		and/or the price at	Purchase of 4,00,000 CCDs and acquisition of
		which the shares are		acquired	2,06,518 equity shares of TISA aggregating to
					Rs. 6.56 crores.
	9)	Percentage	of	shareholding/control	The Company proposes to acquire:
		acquired and/or number of shares
		acquired			a) 2,06,518 equity shares, representing 54.67% of the issued share capital; and
					b) 4,00,000, 6% Compulsory Convertible
					Debentures of the Target Company.
					Further, the valuation for the conversion of
					Compulsorily Convertible Debentures (CCDs)
					into equity shares shall be determined in
					accordance with the applicable provisions of the
					Companies Act, 2013 and the rules framed
					thereunder.
					Accordingly, the shareholding upon conversion
					of CCDs into equity shares on the conversion
					date will be based on the conversion valuation
					as prevailing on the date of conversion.
	10)	Brief background		about the entity	TISA Aerospace Private Limited was
		acquired in terms		of products/line of	incorporated on December 31, 2020 and is
		business acquired, date of incorporation, history of last 3 years turnover, country in			engaged in the design and development of UAVs for the defence industry.
		which the acquired entity has presence and any other significant information (in			The turnover for the last 3 financial years is as follows:
		brief)
					FY 2022-23 - Rs. 1.36 crores
					FY 2023-24 - Rs. 1.36 crores
					FY 2024-25 - Rs. 1.81 crores

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Annexure II

Details required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024

	2024
	S.No		Particulars	Description
	1)	Name(s)	of parties with whom the	TISA Aerospace Private Limited (“TISA”) and
		agreement is entered		and its existing shareholders
	2)	Purpose of entering into the agreement;		The SHA_inter alia_records the terms and
				conditions governing the management of TISA
				and the_inter se rights_and obligations between
				the Company,TISA and existingshareholders.
	3)	Shareholding, if any, in the entity with		Prior to the acquisition contemplated under
		whom the	agreement is executed	SPA, the Company was not holding any shares
				in TISA. With the completion of the acquisition
				of 2,06,518 equity shares, the Company would
				hold 54.67% of the equityshare capital in TISA.
	4)	Significant terms of the agreement (in		The SHA sets out the rights and obligations of
		brief) special rights like right to appoint		the Company, TISA, existing Shareholders,
		directors,	first right to share subscription	their_inter se_rights and obligations as
		in case of issuance of shares, right to		shareholders of TISA and the management of
		restrict any change in capital structure		the Company and other matters in connection
		etc.		therewith. Some of the rights the Company has
				under the SHA are as under.
				A) The Company shall have the right to appoint
				majority directors on the board of TISA.
				B) Pre-emptive rights over new issue of shares
				by TISA
				C) Right of first refusal over any share sale by
				existing shareholders
				D) Reserved matters governing key operational
				and financial matters of TISA
				E) Control over appointment of key
				managerial personnel

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	5)	Whether, the said parties are related to	TISA and the existing shareholders are not
		promoter/promoter group/ group	related to the promoter/ promoter group/ group
		companies in any manner. If yes, nature	companies of the Company.
		of relationship
	6)	Whether the transaction would fall within	No
		related party transactions? If yes, whether
		the same is done at “arm’s length”;
	7)	In case of issuance of shares to the parties,	There are no fresh shares being issued. Hence,
		details of issue price, class of shares	not applicable.
		issued;
	8)	Any other disclosures related to such	Nil
		agreements, viz., details of nominee on
		the board of directors of the listed entity,
		potential conflict of interest arising out of
		such agreements,etc.
	9)	in case of termination or amendment of	Not Applicable
		agreement, listed entity shall disclose
		additional details to the stock
		exchange(s):
		a. name of parties to the agreement;
		b. nature of the agreement;
		c. date of execution of the agreement;
		d. details of amendment and impact
		thereof or reasons of termination and
		impact thereof.