Zen Technologies Ltd. — Capital/Financing Update 2025

Jan 13, 2025

==> picture [571 x 76] intentionally omitted <==

January 13, 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: Investment in Wholly Owned Subsidiary Company.

• Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Investment and Finance Committee of the Board of Directors of Zen Technologies Limited (“Company”) at their meeting held today viz. Monday, January 13, 2025, has approved an investment(s) in M/s. Zen Technologies USA, Inc, a wholly owned subsidiary of the Company, upto USD 10 million, in one or more tranches.

The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 is enclosed herewith as ‘ Annexure I ’.

The meeting of the Investment and Finance Committee of the Board of Directors of the Company commenced at 10:00 a.m. (IST) and concluded at 10:20 a.m. (IST).

This is for your kind information and records.

Thanking you

Yours faithfully,

For Zen Technologies Limited

Digitally signed by SOURAV SOURAV DHAR DHAR Date: 2025.01.13 11:58:12 +05'30'

Sourav Dhar

Company Secretary & Compliance Officer

Encl: As above

==> picture [589 x 89] intentionally omitted <==

==> picture [571 x 76] intentionally omitted <==

Annexure I

Details required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

S.No.	Particulars	Description
1)	Name of the Target Company, details in brief such as size, turnover, etc.	Name: Zen Technologies USA, Inc Turnover: Nil as on March 31, 2024.
2)	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	Being a wholly owned subsidiary, Zen Technologies USA, Inc is a related party of the Company.
3)	Industry to which the entity being acquired belongs	Defence and Homeland.
4)	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	To leverage new growth opportunities in the US markets.
5)	Brief details of any governmental or regulatory approvals required for the acquisition	Not Applicable
6)	Indicative time period for completion of the acquisition	The Investment and Finance Committee of the Board of Directors today in its Meeting held on January 13, 2025 approved an investment(s), in one tranche or more, upto USD 10 million, to be remitted time to time as may be required over a period of 2 (two) years.
7)	Consideration - whether cash consideration or share swap or any other form and details of the same	Cash Consideration
8)	Cost of acquisition and/or the price at which the shares are acquired	Total commitment of USD 10 million has been approved.

==> picture [589 x 89] intentionally omitted <==

==> picture [571 x 76] intentionally omitted <==

9)	Percentage of shareholding/control acquired and/or number of shares acquired		There will be no change in the shareholding of the Company in Zen Technologies USA, Inc. It will continue to remain a wholly owned subsidiaryof the Company.	There will be no change in the shareholding of the Company in Zen Technologies USA, Inc. It will continue to remain a wholly owned subsidiaryof the Company.
10)	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)		Zen Technologies USA, Inc was incorporated on March 09, 2018, pursuant to the relevant laws and statutes in Delaware, USA, and is a wholly owned subsidiary of Zen Technologies Limited. Zen Technologies USA, Inc is primarily focused on the design and development of combat training simulators and systems for military and security forces, including live fire, virtual, and constructive training solutions, with a particular emphasis on counter-drone technology; essentially providing advanced training systems to enhance combat readiness for armed forces around the world. Turnover for last 3years isgiven below: FY2024 Nil FY2023 Nil FY2022 Nil
			FY2024	Nil
			FY2023	Nil
			FY2022	Nil

==> picture [589 x 89] intentionally omitted <==