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Zen Technologies Ltd. — Capital/Financing Update 2025
Mar 1, 2025
60795_rns_2025-03-01_48092ea9-cfb9-4124-b5d4-52ec05a23b66.pdf
Capital/Financing Update
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March 01, 2025
To
Listing Department
National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051
Symbol: ZENTEC
To
Dept. of Corp. Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001
Scrip Code: 533339
Dear Sir/Madam,
- Sub: Disclosure under Regulation 30(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
This is in furtherance to the disclosure dated February 14, 2025 (“ Disclosure ”) pursuant to which we had, inter alia , informed you about the approval by the board of directors of Zen Technologies Limited (“ Company ”) in their meeting held on February 14, 2025 of the investment by the Company of a sum not exceeding:
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(i) Rs. 1,27,50,00,000 (Rupees One Hundred and Twenty Seven Crores Fifty Lakhs), in multiple tranches, by way of purchasing 10,09,782 equity shares of Rs. 876.43 (Rupees Eight Hundred and Seventy-Six Point Four Three) in the first tranche and 3,18,878 equity shares of Rs. 1,223.04 (Rupees One Thousand Two Hundred and Twenty-Three Point Zero Four) in the second tranche, each having a face value of Rs. 10 (Rupees Ten) and representing 100% of total paid-up share capital of Applied Research International Private Limited (“ ARIPL ”) from Mr. Shravan Rewari and Ms. Naomi Rewari; and
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(ii) Rs. 2,50,00,000 (Rupees Two Crores Fifty Lakhs), by way of purchasing 35,100 equity shares of Rs. 712.25 (Rupees Seven Hundred and Twelve point Two Five), each having a face value of Rs. 10 (Rupees Ten) and representing 100% of total paid-up share capital of ARI Labs Private Limited (“ ALPL ”) from Mr. Shravan Rewari and Mrs. Amarjeet Rewari.
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((i) and (ii) above collectively referred to as the “ Proposed Transaction ”).
In furtherance to the above, we had also informed you in the Disclosure that the Company has entered into: (i) a share purchase agreement dated February 14, 2025 with: (A) Mr. Shravan Rewari; (B) Ms. Naomi Rewari; and (C) Mrs. Amarjeet Rewari, certain existing shareholders of ARIPL and ALPL, respectively ((A), (B) and (C) collectively such existing shareholders of ARIPL and ALPL respectively
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referred to as the “ Sellers ”); (D) ARIPL; and (E) ALPL for the purpose of the Proposed Transaction i.e., purchase of 100% of the total paid-up share capital of ARIPL (in multiple tranches) and ALPL by the Company from the respective Sellers; and (ii) the shareholders’ agreement dated 14 February 2025 between the Company, Mr. Shravan Rewari and ARIPL (“ SHA ”).
In furtherance to the above and pursuant to Regulation 30(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we now wish to inform you that the Company has yesterday, i.e., on 28 February 2025:
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(i) acquired control of ARIPL from Mr. Shravan Rewari and Ms. Naomi Rewari and the share transfer of 76% of the total paid-up share capital of ARIPL from Mr. Shravan Rewari and Ms. Naomi Rewari is under process; and
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(ii) completed the acquisition of 100% of the total paid-up share capital of ALPL from Mr. Shravan Rewari and Mrs. Amarjeet Rewari.
The acquisition of the balance 24% of the total paid-up share capital of ARIPL will be completed in due course in terms of the definitive agreements for the Proposed Transaction. Accordingly, post-acquisition of balance 24% of the total paid-up share capital of ARIPL, ARIPL will become a wholly owned subsidiary company of the Company.
In addition, pursuant to the acquisition of shares as mentioned in clause (ii) above, ALPL has now become a wholly owned subsidiary of the Company.
The requisite disclosures in terms of paragraph A(1) of Part A of Schedule III of the Listing Regulations read with Securities and Exchange Board of India Master Circular dated November 11, 2024 bearing reference number SEBI/HO/CFD/PoD2/CIR/P/0155 have already been provided in the Disclosure.
We request you to kindly take the aforementioned on record.
Thanking you,
Yours sincerely,
For Zen Technologies Limited
SOURA Digitally signed by SOURAV DHAR Date: 2025.03.01 V DHAR 10:33:27 +05'30' Sourav Dhar Company Secretary & Compliance Officer
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