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Zen Technologies Ltd. Capital/Financing Update 2025

May 14, 2025

60795_rns_2025-05-14_471ce914-7a65-4ce9-81fb-6c93a87ff372.pdf

Capital/Financing Update

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May 14, 2025

To

To

Dept. of Corp. Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001

Listing Department

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

Symbol/Security ID: ZENTEC

Security Code: 533339

Dear Sir/Madam,

Sub: Monitoring Agency Report for QIP - Quarter ended March 31, 2025

Pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find enclosed herewith the Monitoring Agency Report dated May 14, 2025 issued by CRISIL Rating Limited (Monitoring Agency), for the quarter ended March 31, 2025 in respect of utilization of proceeds of the Qualified Institutional Placement (‘QIP’) of the Company.

This is for your kind information and records.

Thanking you.

Yours faithfully,

For Zen Technologies Limited

SOURAV Digitally signed by SOURAV DHAR DHAR Date: 2025.05.14 19:55:18 +05'30'

Sourav Dhar Company Secretary & Compliance Officer

Encl: As above

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Monitoring Agency Report

for Zen Technologies Limited for the quarter ended March 31, 2025

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CRL/MAR/ ZETELI/2024-25/1378

May 14, 2025

To

Zen Technologies Limited

B-42, Industrial Estate, Sanath Nagar, Hyderabad 500 018, Telangana, India

Dear Sir,

Monitoring Agency Report for the quarter ended March 31, 2025 - in relation to the Qualified Institutional Placement (“QIP”) of Zen Technologies Limited (“the Company”)

Pursuant to Regulation 173A of SEBI (lssue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) and Monitoring Agency Agreement dated August 21, 2024, enclosed herewith the Monitoring Agency Report, issued by Crisil Ratings Limited, Monitoring Agency, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of QIP for the quarter ended March 31, 2025.

Request you to kindly take the same on records.

Thanking you,

For and on behalf of Crisil Ratings Limited

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Sushant Sarode Director, Ratings (LCG)

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Report of the Monitoring Agency (MA)

Name of the issuer: Zen Technologies Limited

For quarter ended: March 31, 2025

Name of the Monitoring Agency: Crisil Ratings Limited

(a) Deviation from the objects: Not applicable

(b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature:

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Name and designation of the Authorized Signatory: Sushant Sarode Designation of Authorized person/Signing Authority: Director, Ratings (LCG)

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1) Issuer Details:

Name of the issuer: Zen Technologies Limited Names of the promoter: a. Kishore Dutt Atluri b. Ashok Atluri c. Ravi Kumar Midathala Industry/sector to which it belongs : Aerospace and defence

2) Issue Details

Issue Period: Wednesday, August 21, 2024, to Friday, August 23, 2024 Type of issue (public/rights): Qualified Institutional Placement (QIP) Type of specified securities: Equity Shares QIP Grading, if any: NA Issue size: Rs 1,00,000.00 lakhs Issue size comprises of gross proceeds of Rs 1,00,000.00 lakhs (Net proceeds of Rs 97,943.00 lakhs*)

  • Crisil Ratings shall be monitoring the net proceeds amount.

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3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information/
certifications
considered by
Monitoring Agency
for preparation of
report		 Comments
of the
Monitoring
Agency		 Comments
of the
Board of
Directors
Whether all utilization is as per the disclosures
in the Offer Document?		 Yes Management
undertaking, Peer-
reviewed ICA
Certificate^, Final
Offer Document, Bank
Statements		 No
Comments		 No
Comments
Whether shareholder approval has been
obtained in case of material deviations from
expenditures
disclosed
in
the
Offer
Document?		 NA Management
Undertaking, Peer-
reviewed ICA
Certificate		 No
Comments		 No
Comments
Whether the means of finance for the disclosed
objects of the issue has changed?		 No No
Comments		 No
Comments
Is there any major deviation observed over the
earlier monitoring agency reports?		 No No
Comments		 No
Comments
Whether all Government/statutory approvals
related to the object(s) have been obtained?		 NA No
Comments		 No
Comments
Whether all arrangements pertaining to
technical
assistance/collaboration
are
in
operation?		 NA No
Comments		 No
Comments
Are there any favorable events improving the
viability of these object(s)?		 No No
Comments		 No
Comments
Are there any unfavorable events affecting the
viability of the object(s)?		 No No
Comments		 No
Comments
Is there any other relevant information that
may materially affect the decision making of
the investors?		 No No
Comments		 No
Comments

NA represents Not Applicable

^Certificate dated May 09, 2025, issued by M/s NSVR & Associates LLP, (Firm Registration Number: 008801S), Peer-reviewed Independent Chartered Accountant.

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4) Details of object(s) to be monitored:

i. Cost of the object(s):

Sr.
No
.		 Item
Head		 Source of
information/
certification
considered
by MA for
preparation
of report		 Original
cost
(as per the
Offer
Document)
(Rs in
lakhs)		 Revised
Cost
(Rs in
lakhs)		 Comment
of the
Monitorin
g Agency		 Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
Reason of
Cost
revision		 Proposed
financing
option		 Particulars
of firm
arrange-
ments
made
1 Funding
working capital
requirements of
the Company		 Management
undertaking,
Peer-
reviewed
ICA
Certificate^,
Final offer
document		 41,000.00 41,000.00 No revision No
Comments		 No
Comments		 No
Comments
2 Funding
inorganic
growth through
acquisitions and
other strategic
initiatives		 35,000.00 35,000.00 No revision No
Comments		 No
Comments		 No
Comments
3 General corporate
purposes#		 21,943.00 21,950.77 Refer Note No
Comments		 No
Comments		 No
Comments
Total - 97,943.00 97,950.77 - - - -

Note: During the quarter ended March 31, 2025, net proceeds have been revised from Rs 97,943 lakhs to Rs 97,951 lakhs, as the actual issue expenses were lower than estimated amount, and the unspent Issue expenses was added towards object of the issue (GCP). Consequently, GCP has been revised from 21,943.00 lakhs to Rs 21,950.77 lakhs.

^Certificate dated May 09, 2025, issued by M/s NSVR & Associates LLP, (Firm Registration Number: 008801S), Peer-reviewed Independent Chartered Accountant.

#The amount utilised for general corporate purposes does not exceed 25% of the Gross Proceeds (amounting to Rs 25,000.00 lakhs) from the Fresh Issue.

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ii. Progress in the object(s):

Sr.
No.		 Source of Revised
Amount utilized Comments of the
information/
Amount
(Rs in lakhs) Board of Directors
certifications
as
Comme
considered proposed Total nts of
by
Monitoring
A f		 in the
Offer
D		 As at
beginnin

**Item Head# **		 During At the
end		 unutilize
d amount
the
Monitori		 Reasons Proposed
gency or
preparation
of report		 ocumen
t
(Rs in		 g
of the
uarter
the
quarter		 of the
quarter		 (Rs in
lakhs)		 ng
Agency		 for idle
funds
course of
action

lakhs)		 q
1 Funding working
capital requirements
of the Company
Management
undertaking,
Statutory
Auditors
Certificate^,
Final Offer
Document,
Bank
Statements

41,000.00		 29,451.28 Refer
note		 No
Comments
No
Comments

7,674.36		 37,125.64 3,874.36
2 Funding inorganic
growth through
acquisitions and
other strategic
initiatives		 35,000.00
Nil
-		 No
Comments
No
Comments
10,569.84 10,569.84 24,430.16
3 General corporate
purposes		 21,950.77
Nil
Refer
note		 No
Comments
No
Comments
9,316.18 9,316.18 12,634.59
Total 97,950.77 29,451.28
27,560.38		 57,011.66 40,939.11
-		 - -

^Certificate dated May 09, 2025, issued by M/s NSVR & Associates LLP, (Firm Registration Number: 008801S), Peer-reviewed Independent Chartered Accountant.

Note:

The Company had transferred Rs 8,932.85 lakhs from its monitoring account to its other accounts and cash credit accounts held with different banks, namely HDFC bank, Axis bank, ICICI and Indian Bank for utilization towards the working capital requirements and GCP for operational ease.

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#Brief description of objects:

Object of the Issue Description of objects asper the offer document filed by the issuer
Funding working capital
requirements of the
Company		 The Company proposes to utilize Rs 41,000 lakhs from the Net Proceeds to fund
the working capital requirements of the Company in Fiscal 2025 and Fiscal 2026.
The Company has working capital requirements in the ordinary course
corresponding to its growing business and revenues, which it typically funds
through internal accruals and availing financing facilities from various lenders.
As at June 30, 2024, the Company has not availed any working capital facilities
and is funding the requirements from internal accruals.
Funding inorganic growth
through acquisitions and
other strategic initiatives		 The Company proposes to deploy, up to Rs 35,000.00 lakhs, towards funding
inorganic growth through acquisitions and other strategic initiatives. The amount
of Net Proceeds to be used for acquisitions will be based on Company’s
management’s decision and may not be the total value or cost of any such
acquisitions but is expected to provide with sufficient financial leverage to pursue
such acquisitions.
General corporate purposes Details on “GCP” as per Placement document:
General corporate purposes may include, but are not restricted to,
(i)
meeting fund requirements which the Company may face in the ordinary
course of business,
(ii) capital expenditure,
(iii) strategic initiatives, partnerships, tie-ups, joint ventures or acquisitions,
(iv) investment in associates, joint ventures and subsidiary through organic
initiatives,
(v) meeting exigencies and expenses, logistics expenses, installation expenses,
and
(vi) any other purpose as may be approved by the Board of Directors of the
Company or a duly appointed committee from time to time, subject to
compliance with the necessary provisions of the Companies Act, 2013.
The allocation or quantum of utilization of funds towards the specific purposes
described above will be determined by our Board, based on our business
requirements and other relevant considerations, from time to time.

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iii. Deployment of unutilised proceeds[^] :

(Rs in lakhs)
S.
No.		 Type of instrument and
name of the entity
invested in		 Amount
invested		 Maturity
date		 Earning Return
on
Investm
ent (%)		 Market value as at the
end of quarter
(if the market value is not
feasible, provide
NAV/NRV/Book value of
the same)
1 ICICI Bank - FD Ac
No.466213000254		 10,000.00 29-08-2025 461.22 7.83 10,461.22
2 Axis Bank - FD Ac
No.924040090949642		 10,800.00 29-08-2025 484.12 7.61 11,284.12
3 Axis Bank - FD Ac
No.924040090952787		 14,900.00 29-08-2025 667.91 7.61 15,567.91
4 Indian Bank - FD Ac
No.7879322712		 1,000.00 30-03-2025 37.10 7.40 1,037.10
5 Indian Bank - FD Ac
No.7879324378		 1,000.00 30-03-2025 37.10 7.40 1,037.10
6 Indian Bank - FD Ac
No.7879324800		 1,000.00 30-03-2025 37.10 7.40 1,037.10
7 Indian Bank - FD Ac
No.7879325780		 1,000.00 30-03-2025 37.10 7.40 1,037.10
8 Indian Bank - FD Ac
No.7879327255		 1,000.00 30-03-2025 37.10 7.40 1,037.10
9 ICICI Bank - Monitoring
Account Balance		 239.11 239.11
Total 40,939.11 1,798.75 42,737.86

Note: The Indian Bank Fixed deposit maturing on March 30, 2025, was reinvested on April 2, 2025, due to bank holidays from March 30 to April 01, 2025.

^On the basis of Management undertaking and certificate dated May 09, 2025, issued by M/s NSVR & Associates LLP, (Firm Registration Number: 008801S), Peer-reviewed Independent Chartered Accountant.

iv. Delay in implementation of the object(s):

Completion Date Completion Date Comments of the Board of Comments of the Board of
Delay Directors
Object(s) As per the (no. of days/ Proposed course

Offer
Document		 Actual months) Reason of
of
delay action
Not applicable^

^On the basis of Management undertaking and certificate dated May 09, 2025, issued by M/s NSVR & Associates LLP, (Firm Registration Number: 008801S), Peer-reviewed Independent Chartered Accountant.

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5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

S.
No.		 Item heads Amount (Rs in
lakhs)		 Remarks
1 Investment in Subsidiary 8,686.11 Invested in Zen USA LLC
2 Capital Expenditure 231.70 Purchase of Fixed Assets
3 Logistics 256.25 Freight Inward & Outward
expenses
4 Strategic Initiatives 142.12 Acquisition Assessment and
Transaction Advisory
Services
Total 9,316.18

^On the basis of Management undertaking and certificate dated May 09, 2025, issued by M/s NSVR & Associates LLP, (Firm Registration Number: 008801S), Peer-reviewed Independent Chartered Accountant.

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Disclaimers:

  • a) This Report is prepared by Crisil Ratings Limited (hereinafter referred to as "Monitoring Agency” / “MA" / “CRL”) . The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

  • b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like Independent Chartered Accountant s (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

  • c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

  • d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

  • e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer, or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain creditrelated analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

  • f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.

  • g) Access or use of this report does not create a client relationship between CRL and the user.

  • h) CRL is not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing this report, MA has not taken into consideration the objectives or particular needs of any particular user.

  • i) It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be a basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

  • j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.

  • k) Neither CRL nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents guarantee the accuracy, completeness or adequacy of the report, and shall not have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. CRL and each aforesaid party disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, suitability or fitness for a particular purpose or use or use. In no event shall CRL or any aforesaid party be liable to any user for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.

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  • l) CRL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with the preparation of this report. CRL has in place a code of conduct and policies for managing conflict of interest.

  • m) Unless required under any applicable law, this report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRL.

  • n) By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.

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