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Zen Technologies Ltd. — Interim / Quarterly Report 2020
Aug 8, 2020
60795_rns_2020-08-08_fa82a174-6b82-49bb-bec4-4c3e56c2de0d.pdf
Interim / Quarterly Report
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ZEN TECHNOLOGIES LIMITED
... ..... . ·- - 1,;ertllled ISO 9001:2015, ISO 27001:2013, ISO 14001:2015, CMMI ML5 Regd. Office : B-42, Industrial Estate, Sanathnagar Hyderabad - 500 018, Telangana, India Phone: +91 40 23813281, Fax No: +91 40 23813694 Email: [email protected] Website: www.zen.in Corporate Identity Number: L72200TG1993PLC015939
Date. . 08 August 2
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: 1. Unaudited Financial Results (Standalone & Consolidated) for the Quarter ended 30 June 2020.
- Outcome of the Board Meeting held on 08 August 2020.
This is to inform you that the Board of Directors of the Company at its meeting held today i.e., on Saturday, 08 August 2020, inter-alia, considered and approved the following:-
-
- Unaudited financial results, both standalone and consolidated, for the quarter ended 30 June 2020. The said financial results along with the Limited Review Report and Statement of Deviation or Variation, is enclosed as Annexure- I.
-
- Approved the following changes in the Directors I Key Managerial Personnel of the company:
- a. Appointment of Ms. Sirisha Chintapalli (DIN: 08407008) as the Additional Director in the category of Non-Executive and Independent of the company w.e.f. August 8, 2020. The other details are enclosed as Annexure-11.
- b. Re-appointment of Mr. Ashok Atluri (DIN: 00056050) as the Managing Director of the company for a period of three (3) years from O 1 October 2020 till 30 September 2023 subject to the approval of shareholders at the ensuing Annual General Meeting. The other details are enclosed as Annexure-11.
- c. Re-appointment of Mr. Kishore Dutt Atluri, to hold and continue to hold office as President of the Company for a further period of five years with effect from 01 October 2020 till 30 September 2025 subject to the approval of shareholders at the ensuing Annual General Meeting.
Mr. Kishore Dutt Atluri is the brother of Mr. Ashok Atluri, Chairman and Managing Director of the Company.





- Approved acquisition of 100% shareholding of Zen Medical Technologies Private Limited (ZMTPL) by way of investment in equity through acquiring existing promoter shares. On completion of acquisition of 100% shareholding, ZMTPL will be a wholly-owned subsidiary of the Company.
Further the details as required under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 09 September 2015 relating to the proposed acquisition is enclosed as Annexure- III.
- Approved the alterations to the Memorandum of Association (MOA) of the Company in order to make it in line with the requirements of the provisions of Companies Act, 2013 which is subject to the approval of shareholders at the ensuing Annual General Meeting.
The above information is also available on the website of the Company: www.zentechnologies.com.
The meeting of Board of Directors was commenced at 12.00 Noon and concluded at 3.45 p.m.
This is for your kind information and records.
Thanking You.
Yours sincerely,
For :; k,nRologiest Limited
H a:s~/;Jng 1 aJpu Company Secretary & Compliance Officer M. No. A38213
| M/s ZEN TECHNOLOGIES LIMITED CIN:L72200TG1993PLC015939 B-42 Industrial Estate, Sanathnagar Hyderabad - 500 018, Telangana, India |
|||||
|---|---|---|---|---|---|
| Un Audited Standalone financial results for the Quarter ended 30th June 2020 | |||||
| S.No | Particulars | Quarter ended 30.06.2020 |
Quarter ended 31.03.2020 |
Quarter ended 30.06.2019 |
(Rs. In lakhs) Year ended 31.03.2020 |
| Un-Audited | Audited | Un-Audited | Audited | ||
| 1 Income | 14,698.00 | ||||
| Revenue From Operations | 416.24 | 1.871.01 | 4,878.72 | 190.61 | |
| Other Income | 69 22 | 94.42 | 27.50 | ||
| Total Income | 485.46 | 1,965.43 | 4,906.22 | 14,888.61 | |
| $2$ Expenses | |||||
| Cost of Materials and Components consumed | 13.60 | 171.92 | 1,345.25 | 2,509.13 | |
| Changes in inventories of finished goods, | |||||
| work-in-progress and Stock-in-Trade | (13.60) | 216.55 | 150.67 169.01 |
1,385.73 580.41 |
|
| Manufacturing Expenses | 48.17 | 164.46 | 355.44 | 1,667.97 | |
| Employee Benefits Expense | 273.14 | 494.68 | 100.55 | 318.23 | |
| Finance Costs | 10.79 | 93.78 95.82 |
93.13 | 375.25 | |
| Depreciation and Amortization Expense | 101.14 184.45 |
640.23 | 420.44 | 2,195.63 | |
| Other Expenses | 617.69 | 1,877.44 | 2,634.49 | 9,032.35 | |
| Total Expenses | |||||
| 3 Profit/(Loss) before exceptional and extraordinary items (1 - 2) | (132.23) | 87.99 | 2,271.73 | 5,856.26 | |
| 4 Exceptional Items | 87.99 | 2,271.73 | 5,856.26 | ||
| 5 Profit /(Loss) before extra-ordinary items and tax (3-4) | (132.23) | ||||
| 6 Extraordinary items | 87.99 | 2,271.73 | 5,856.26 | ||
| $7$ Profit / (Loss) before Tax (5-6) | (132.23) | ||||
| 8 Tax expense $(i)$ Current tax |
13.37 | 489.53 | 1,021.20 | ||
| (ii) Deferred tax | (63.65) | (1,706,12) | 97.16 | (1, 215.63) | |
| Total Tax | (63.65) | (1,692.75) | 586.69 | (194.43) | |
| 9 Net Profit/(Loss) from continuing operations (7-8) | (68.58) | 1,780.74 | 1,685.04 | 6,050.69 | |
| 10 Profit / (Loss) from discontinuing operations | |||||
| 11 Tax expense of discontinuing operations | |||||
| 12 Net Profit /(Loss) from discontinuing operations (10 - 11) | |||||
| 13 Net Profit /(Loss) for the period (9+12) | (68.58) | 1,780.74 | 1,685.04 | 6,050.69 | |
| 14 Other Comprehensive Income | |||||
| Items that will not be reclassified subsequently to statement of profit or loss | 2.70 | 2.70 | |||
| Income tax relating to items that will not be reclassified to profit / loss | (0.79) | (0.79) | |||
| Total Other Comprehensive Income | 1.91 | 1.91 | |||
| 15 Paid-up Equity Share Capital (Rs.1/- per Equity Share) |
771.60 | 771.60 | 771.60 | 771.60 | |
| 16 Other Equity | 19,874.60 | ||||
| 1,685.04 | 6,052.60 | ||||
| 17 Total Comprehensive Income for the year (13+14) | (68.58) | 1,782.65 | |||
| Earning per Equity Share of Face Value of Rs. 1/- Each | (0.09) | 2.31 | 2.18 | 7.84 | |
| Basic (In Rs.) - Diluted (In Rs.)- |
(0.09) | 2.31 | 2.18 | 7.84 |

u •• - Notes to Standalone11Audited Financial Results for the Quarter ended 30th June 2020.
| 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. |
|---|---|
| 2 | The aforementioned results have been reviewed & recommended by the Audit Committee and subsequently approved by the Board of Directors at its meeting held on 08th Aug, 2020. |
| 3 | The figures for previous periods/ Year have been Recasted and Regrouped, wherever necessary. |
| 4 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. | |
| 5 | Till the Period ended 30th June 2020. the company has invested in Zen Technologies USA. Inc. (a wholly owned Subsidiary) an amount of Rs. 1434.67 lakhs. |
| 6 The value of the orders on hand as at 08th Aug, 2020 is about Rs. l 73.42 Crores. |
Place : Hyderabad Date : 08th Aug, 2020.

Independent Auditor's Review Report on Unaudited Quarterly Standalone Financial Results of Zen Technologies Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
To
The Board of Directors. M/s Zen Technologies Limited
We have reviewed the accompanying statement of unaudited Standalone financial results of M/S. Zen Technologies Limited ('the company') for the quarter ended 30th June, 2020 ('the statement'), being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by SEBI from time to time.
This statement, which is the responsibility of the Company's Management and approved by the Board of Directors/Committee of 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 there under and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
We conducted our review in accordance with the Standard on Review Engagements (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 statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
Based on our review conducted as stated above, nothing has come to our attention that causes us to believe that the accompanying statement, prepared in accordance with the aforesaid Indian accounting standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (as amended) including the manner in which it is to be disclosed, or that it contains any material misstatement.
We have reviewed the financial results and other information presented in accordance with IND AS for the quarter ended $30th$ June, 2020 and have been presented solely on the basis of information compiled by the management.
For Ramasamy Koteswara Rao and Co LLP

FRN.No.010396S /S200084 (Murali Krishna Reddy Telluri)
Chartered Accountants
Partner Membership No: 223022 UDIN: 20223022AAAAJF4606
SRI RAMCHANDRA ARCADE, D.No.8-2-293/82/JIII/573/M/ 1st Floor, Road No.82, Jubilee Hills, Hyderabad - 500096. Ph: 23394982/85, E-mail: [email protected], Website : www.rkandco.in
Place: Hyderabad Date: 08-08-2020
| ' ' | ~1/s ZEN TECHNOLOGIES Ll~llTED |
||||
|---|---|---|---|---|---|
| Un Audited Consolidated financial results for the Quarter ended JOrh .lune 2020 | |||||
| S.No | Particulars | Quarter ended 30.06.2020 |
Quarter ended 31.03.2020 |
Quarter ended 30.06.2019 |
(Rs. In lakhs) Year ended 31.03.2020 |
| Un-Audited | Audited | Un-Audited | |||
| I Income | Audited | ||||
| Revenue From Operations | 416.24 | 1,978.84 | 4,892.22 | 14,928.58 | |
| Other Income | 69.27 | 96.45 | 27.50 | 192.68 | |
| Total Income | 485.51 | 2,075.29 | 4,919.72 | 15,121.26 | |
| 2 Expenses | |||||
| Cost of Materials and Components consumed | 107 67 | 142 69 | 1,368 32 | 2.637.00 | |
| Changes in inventories of finished goods, | |||||
| work-in-progress and Stock-in-Trade | ( 107 23) | 56.11 | 139.88 | I, 103.19 | |
| Manufacturing Expenses | 48.17 | 162.97 | 169.01 | 581.70 | |
| Employee Benefits Expense Finance Costs |
33430 | 562.72 | 424.02 | 1,963.72 | |
| Depreciation and Amortization Expense | 12.77 124.32 |
98.58 | I 04.49 | 334.98 | |
| Other Expenses | 203.04 | 118.86 679 00 |
96.51 477 26 |
456. 78 2,370.42 |
|
| Total Expenses | 723.0~ | 1,820.9~ | 2,779.50 | 9,447.80 | |
| 3 Profit/(Loss) before exceptional and extraordinary items (I - 2) 4 Share or Profit/(loss) from an Associate |
(237.53) | 25~.36 | 2, I ~0.22 | 5,673A7 | |
| 5 Profit /(Loss) before extru-ordinary items and tax (3-4) | (237.53) | 7.23 261.58 |
(8 51) | ( I 28) | |
| 6 Extraordinary items | 2,131.71 | 5,672.18 | |||
| 7 Profit I (Loss) before Tax (5-6) | (237.53) | 261.58 | 2,131.71 | 5,672.18 | |
| 8 Tax expense | |||||
| (i) Curren! tax (ii) Deferred tax |
16.74 | 489.53 | 1,024.57 | ||
| Total Tax | (63.87) (63.87) |
( 1,666 80) | 85.71 | (1,215.78) | |
| 9 Net Profit/(Loss) from continuing operations (7- 8) | (173.66) | (1,650.06) 1,911.64 |
575.25 1,556.47 |
(191.21) 5,863.39 |
|
| Attriburable to: | |||||
| Shareholders of the Company | ( 133.64) | 1,847.9~ | 1,572.33 | 5,876.87 | |
| Non Controlling interest 10 Profit I (Loss) from discontinuing operations |
(40.02) | 63.71 | (15.86) | ( 13.48) | |
| 11 Tax expense of discontinuing operations | |||||
| 12 Net Profit /(Loss) from discontinuing operations (10- 11) | |||||
| 13 Net Profit /(Loss) for the period (9+ 12) | (173.66) | 1,911.64 | 1,556.47 | 5,863.39 | |
| 14 Other Comprehensive Income | |||||
| Items that will not be reclassified subsequently to statement of profit or loss | - | 11.93 | 9.64 | ||
| Income tax relating to items that will not be reclassified to profit I loss Total Other Comprehensive Income |
(0 79) | (0 79) | |||
| - | 11.14 | 8.85 | |||
| 15 Total Comprehensive Income for the year (13+14) | (173.66) | 1,922.78 | 1,S56A7 | 5,872.24 | |
| Attributable 10: | |||||
| Shareholders of the Company Non Controlling interest |
(133.64) | 1,859.08 | 1,572.33 | 5,885.72 | |
| (40.02) | 6J.7t | ( t 5.86) | (13A8) | ||
| 16 Paid-up Equity Sim re Capital (Rs 1/- per Equity Share) |
771.60 | 771.60 | 771.60 | 771.60 | |
| 17 Other Equity | |||||
| Shareholders of the Company | 18,3~5.88 | ||||
| Non Controlling interest | 659.13 | ||||
| Earning per Equity Share of Face Value of Rs. I/- Each | |||||
| Basic (In Rs) - | (0 17) | 2.J9 | 2 o~ | 7 62 | |
| Diluted (In Rs.)- | (017) | 2.39 | 2 04 | 7.62 |

vn-Notes to Consolidated Audited Financial Results for the Quarter ended 30th June 2020. /I .
| I | 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. |
|---|---|
| 2 | The aforementioned results have been reviewed & recommended by the Audit Committee and subsequently approved by the Board of Directors at its meeting held on 08th Aug, 2020. |
| 3 | The figures for previous periods/ Year have been Recasted and Regrouped, wherever necessary. |
| 4 | 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. |
| 5 | Till the Period ended 30th June 2020, the company has invested in Zen Technologies USA, Inc. (a wholly owned Subsidiary) an amount of Rs. 1434.67 lakhs. |
| 6 | The value of the orders on hand as at 08th Aug, 2020 is about Rs. 173 .42 Crores. |
For and on behalf ofzhe Board
Place: Hyderabad Date : 08th Aug, 2020.
I

Independent Auditor's Review Report on Unaudited Quarterly Consolidated Financial Results of Zen Technologies Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
To
The Board of Directors. M/s Zen Technologies Limited
We have reviewed the accompanying statement of unaudited Consolidated financial results of M/s Zen Technologies Limited ('the Holding company') and its Subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") for the quarter ended 30th June, 2020 ('the statement'), being submitted by the holding company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (as amended), including relevant circulars issued by the SEBI from time to time. This statement is the responsibility of the Holding Company's Management and approved by the Board of Directors/Committee of 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 there under and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement hased on our review.
We conducted our review in accordance with the Standard on Review Engagements (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 statements are free of material misstatement. The review is limited primarily to inquiries of Holding company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
accordance We performed procedures in. with the SEBI circular also CIR/CFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), to the extent applicable.
The statement includes the results of the following entities:
-
- Zen Technologies USA Inc. USA (Wholly Owned Subsidiary)
-
- Unistring Tech Solutions Private Limited., India, (Subsidiary)

SRI RAMCHANDRA ARCADE, D.No.8-2-293/82/JIII/573/M/ 1st Floor, Road No.82, Jubilee Hills, Hyderabad - 500096. Ph: 23394982/85, E-mail: [email protected], Website : www.rkandco.in
Based on our review conducted as stated above, nothing has come to our attention that causes us to believe that the accompanying statement, Prepared in accordance with the aforesaid Indian accounting standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.
We did not review the interim financial results of the subsidiaries included in the consolidated financial results, whose financial statements reflects total revenues of Rs. Nil for the period ended 30th June, 2020 and total net loss of Rs 87.68 lakhs and the other comprehensive income of Rs. Nil for the quarter ended on 30 June 2020, as considered in the consolidated financial results. These financial statements results have been furnished to us by the management and our opinion on the consolidated financial results, in so far it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors.
Our opinion on the statement is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.
Chartered
For Ramasamy Koteswara Rao and Co LLP Chartered Accountants FRN.No.010396S/S200084 $ewara$
Place: Hyderabad Date: 08-08-2020
(Murali Krishna Reddy Telluri) Partner Membership No: 223022 UDIN: 20223022AAAAJG1145
| Statement of Deviation I Variation in utilisation of funds raised | ||||||
|---|---|---|---|---|---|---|
| Name of listed entitv | Zen Technologies Limited | |||||
| Mode of Fund Raising | Preferential Issue of | |||||
| convertible warrants | ||||||
| Date of Raising Funds | 04/02/2019 - Date of | |||||
| allotment of warrants | ||||||
| Amount Raised | *Rs. 17,85,95,440/- | |||||
| Report filed for Quarter ended | June 30, 2020 | |||||
| Monitoring Agency | Not Applicable | |||||
| Monitoring Agency Name, if annlicable | NA | |||||
| ls there a Deviation I Variation in use of funds raised | No | |||||
| If yes, whether the same is pursuant to change in terms of a NA | ||||||
| contract or objects, which was approved by the shareholders | ||||||
| If Yes, Date of shareholder Approval | NA | |||||
| Explanation for the Deviation I Variation | NA | |||||
| Comments of the Audit Committee after review | Nil | |||||
| Comments of the auditors, if anv | Nil | |||||
| Objects for which funds have been raised and where there has been a deviation, in the followina table | ||||||
| Original Object | Modified Object, if any | Original Allocation |
Modified if any |
allocation, Funds Utilised | Amount of DeviationNariation for Remarks if the quarter according to any applicable object |
|
| The proceeds of the preferential issue will be utilized | ||||||
| towards research and development (R&D), | ||||||
| potential acquisitions, export promotion, working capital, | NA | Rs. 4,46,48,860/- NA | Rs. 4,46,48,860/- Nil | NA | ||
| capital expenditure and general corporate | ||||||
| purposes. | ||||||
| "Out of the total amount raised, only 25% of the amount i.e., Rs. 4,46,48,860/- has been received by the company towards warrant subscription at the time of allotment of warrants. The | ||||||
| warrants are convertible into I equity share each on payment of the exercise money i.e., balance 75% of the amount within a period of 18 months from the date of allotment of the | ||||||
| warrants. | ||||||
| Deviation or variation could mean: | ||||||
| (a) Deviation in the objects or nurnoses 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 | ||||||
Chairnian and Managing Director DIN: 00056050
Date - 08 August 2020 Place - Hyderabad


Annexure-11
| Appointment | Re-Appointment |
|---|---|
| 08/08/2020 | 01/10/2020 |
| Upto the conclusion of the ensuing Annual | Reappointed for a period of three |
| subject to the shareholders' approval. | (3) years from O I October 2020 till 30 September 2023 subject to the approval of shareholders at the ensuing Annual General Meeting |
| Ms. C. Sirisha is an Associate Member of the Institute of Company Secretaries of India and the Institute of Cost Accountants of India. She is a registered Insolvency Professional. Further, she a semi is qualified Chartered Accountant from the Institute of Chartered Accountants of India. She bagged all India 7th Rank and South India lst Rank in the Company Secretary Final level exams. She was associated with L&T Shipbuilding Ltd., Chennai - Renowned Shipbuilding - engaged Company in construction of Defence Vehicles, Interceptor Boats, Offshore Patrol Vessels, Floating Dock; International Seaport Dredging Limited, Chennai, a joint venture dredging between Larsen & Toubro Ltd and Dredging International - DEME Group, Belgium and CCL Products (India) Ltd, Hyderabad - Instant Coffee manufacturing Company as a Company Secretary. |
Mr. Ashok Atluri is the Promoter of the company and is also the Chairman and Managing Director of the company since more than two decades and has played an instrumental role in the growth of Zen Technologies Limited. Ashok Atluri, a PG Diploma holder Applied Computer in Science, instrumental is in designing the simulators on the Windows-Intel platforms to ensure the products are simple to use and meet industry standards. He received the "Small Scale Entrepreneur of the Year" award from Hyderabad Management Association in 1998. |
| Professional Experience and Exposure: | |
| She is having more than 11 years of good exposure and experience in the fields of legal, financial, secretarial, insolvency and other regulatory compliance matters particularly in relation to the Companies Act, laws applicable to the Capital Markets and other statutes. She has successfully issues I handled and completed various assignments I mergers and got well-versed with various statutes involved in the day-to day operations of the Company. |
|
| General Meeting and further continuance |

| Disclosure of | She is not related to any other Director(s) of | Mr. Ashok Atluri is the husband |
|---|---|---|
| Relationships | the company. | of Ms. Shilpa Choudari, Whole |
| between directors | Time Director of the company. | |
| Declaration | We hereby affirm that Ms. Sirisha Chintapalli is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority. |
We hereby affirm that Mr. Ashok Atluri not debarred from is holding the office of Director by virtue of any SEBI order or any other such authority. |


Annexure- III
| Sr No | Particulars | Status I Remark I |
|---|---|---|
| such as size, turnover etc. | Name of the target entity, details in brief I Zen Medical Technologies Private Limited Date of Incorporation: 24/07/2020 CTN: U33119TG2020PTC142116 Authorized Capital: Rs. 10,00,000/- Paid-up Capital: Rs. 20,000/- Turnover Details: Nil |
|
| 2 | 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" |
I Whether the acquisition would fall within I Yes. The proposed acquisition would fall under the related party transaction. The existing Promoter Directors of the company i.e., Mr. Ashok Atluri and Mr. Ravi Kumar M are also the Promoters, first Directors and Shareholders of ZMTPL. |
| The said acquisition will be by way of transfer of shares from the existing promoters of the ZMTPL at face value and post which the company will become the Wholly-Owned Subsidiary (100%) of Zen Technologies Limited. |
||
| 3 | I Industry to which the entity acquired belongs |
being I ZMTPL is in the business of research, design, development, engineering, manufacturing, assembling, exporting, importing, trading, supplying, distributing, trairung, simulation, servicing, and maintenance of all kinds of equipment/ machinery, systems, components, sub systems of medical and hospital equipment. |
| 4 | Objects and effects 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) |
Due to the Novel Corona Virus 2019 (COYID-19) pandemic, managing the requirements of escalating medical emergency in terms of manufacturing of medical ventilators and the availability of sufficient ventilators to meet the situation is the need of the hour. |
| The company is already into the business of training and manufacturing of simulators and is pioneer in providing integrated defence training solutions in India. Further, the proposed acquisition, inter-alia, will enable Zen Technologies Limited to diversify its business plans and also cater the need for the Medical and by manufacturing Hospital requirements |


| the ventilators and other equipment. | |||
|---|---|---|---|
| ZMTPL is a potential company and will give Zen a wide range of scope to enable the company to tap into the medical and hospital equipment business. |
|||
| $\overline{5}$ | Brief details of any governmental or regulatory approvals required for the acquisition |
Not Applicable | |
| 6 | Indicative time period for completion of the acquisition |
30 September 2020 | |
| $\overline{7}$ | Nature of consideration - whether cash consideration or share swap and details of the same |
Cash Consideration | |
| 8 | Cost of acquisition or the price at which the shares are acquired |
cost of acquisition for 100% The shareholding is Rs. 20,000/- (Rupees Twenty Thousand only). |
|
| 9 | control Percentage of shareholding / acquired and / or number of shares acquired |
100% shareholding | |
| 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) |
||
| design, development, engineering, business of research, ZMTPL is in the manufacturing, assembling, exporting, importing, trading, supplying, distributing, training, simulation, servicing, and maintenance of all kinds of equipment/ machinery, systems, components, sub-systems of medical and hospital equipment. |
|||
| ZMTPL was incorporated under the Companies Act, 2013 on 24/07/2020 with CIN U33119TG2020PTC142116. |
|||
| Further, as a newly incorporated company, the entity is yet to commence its operations and accordingly turnover details are not available. |
$\overline{\mathcal{R}}$ .