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Zen Technologies Ltd. M&A Activity 2025

Feb 14, 2025

60795_rns_2025-02-14_be8917d9-bbdf-4b21-8843-ee968a0238f0.pdf

M&A Activity

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February 14, 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- 400001

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 (the ‘Listing Regulations’) – Acquisitions

Pursuant to Regulation 30 of the SEBI (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., Friday, February 14, 2025 has inter-alia , approved the following:

  • a) Investment by the Company of a sum not exceeding:

  • (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

  • (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.

((i) and (ii) above collectively referred to as the “ Proposed Transaction ”).

In furtherance to the above, 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 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

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Company from the respective Sellers; and (ii) the shareholders’ agreement dated 14 February 2025 between the Company, Mr. Shravan Rewari and ARIPL (“ SHA ”).

Upon completion of the Proposed Transaction, ARIPL and ALPL will become wholly owned subsidiaries of the Company.

  • b) Strategic Investment in Bhairav Robotics Private Limited ( “Bhairav” ) by subscribing to the equity shares, representing 45.33% of the equity share capital of the Bhairav.

In furtherance of the same, the Company has entered into a Share Subscription and Shareholders Agreement with Bhairav and its shareholders on February 14, 2025, to record the terms of the investment. Upon completion of the transaction Bhairav will become an Associate Company of Zen Technologies Limited.

  • c) Strategic Investment in Vector Technics Private Limited ( “Vector” ) by subscribing to the equity shares, representing 51% of the equity share capital of Vector.

In furtherance of the same, the Company has entered into a Share Subscription and Shareholders Agreement and Share Purchase Agreement ( “Transaction Documents” ) with Vector and its shareholders on February 14, 2025, to record the terms of the investment/acquisition. Upon completion of the transaction Vector will became a Subsidiary Company of Zen Technologies Limited.

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 are enclosed herewith as ‘ Annexure I, II & III ’.

The meeting of Board of directors was commenced at 05:00 p.m. (IST) and concluded at 09:45 p.m. (IST).

This is for your kind information and records.

Thanking you

Yours faithfully,

For Zen Technologies Limited

SOURA Digitally signed by SOURAV DHAR Date: 2025.02.14 V DHAR 22:54:10 +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

Sr.
No.		 Particulars Details
1. Name of the
target entity,
details
in
brief such as
size, turnover
etc.		 Name of the target entities:
(i)
Applied Research International Private Limited (“ARIPL”); and
(ii)
ARI Labs Private Limited (“ALPL”).
Details of the target entities:
(i)
ARIPL:
ARIPL is a private limited company incorporated on 2 December 1998 under the
provisions of the Companies Act, 1956 and is engaged in the business of (i) the
business of providing simulation and assessment tools for the marine, offshore, naval,
ports & terminals, construction and mining industries; (ii) providing services relating
to maintenance, certification, assessment solutions with respect to (i) above; (iii) fleet-
view monitoring of ships; and (iv) maintenance and module development for e-
governance of DG Shipping of India.
The details of size and turnover of ARIPL per the audited financials for the financial
year ended 31 March 2024: The operational revenue of ARIPL is Rs. 88,39,89,000.
(ii)
ALPL:
ALPL is a private limited company incorporated on 15 December 1998 under the
provisions of the Companies Act, 1956 and is engaged in the business of providing
simulation and assessment tools for the marine and naval industries.
The details of size and turnover of ARIPL per the audited financials for the financial
year ended 31 March 2024: The operational revenue of ALPL is Rs.9,407,490.
2. Whether the
acquisition
would
fall
within
related party
transaction(s)
and whether
the promoter/
promoter
group/ group		 The Proposed Transaction does not fall within the purview of related party
transactions.
Further, the promoter/ promoter group/ group companies of the Company do not have
any interest in either ARIPL or ALPL.

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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”.
3. Industry
to
which
the
entity
being
acquired
belongs		 Simulation and related technologies (NIC Code: 620 (Computer programming,
consultancy and related activities)).
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)		 The Proposed Transaction will allow the Purchaser and the Company to consolidate
their complementary footprints to invest capital in innovation to improve the quality
and efficacy of the current products in the simulation technology market, develop new
products and better serve the ever-evolving needs and demands of stakeholders in the
defence sector, including the Indian armed forces and the Government of India in
particular.
5. Brief details
of
any
governmental
or regulatory
approvals
required for
the
acquisition		 Not applicable.
6. Indicative Subject to completion of customary conditions precedent and obtaining the relevant

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time
period
for
completion of
the
acquisition		 regulatory approvals as may be required under the applicable law(s), if any,
consummation of the tranche 1 of the Proposed Transaction (i.e., acquisition of
10,09,782 equity shares of Rs. 876.43 (Rupees Eight Hundred and Seventy-Six Point
Four Three) of ARIPL and 35,100 equity shares of Rs. 712.25 (Rupees Seven
Hundred and Twelve point Two Five) of ALPL) is expected to be completed in the
next 1-3 weeks and tranche 2 (i.e., acquisition of 3,18,878 equity shares of
Rs.1,223.04 (Rupees One Thousand Two Hundred and Twenty-Three point Zero
Four) of ARIPL) is expected to be completed approximately within 13 months of the
completion of tranche 1.
7. Consideratio
n - 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		 (i)
The Company will pay an aggregate cash consideration amounting to Rs.
127,50,00,000 (Rupees One Hundred and Twenty Seven Crores Fifty Lakhs),
in one or more 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 ARIPL from Mr. Shravan Rewari and Ms. Naomi
Rewari; and
(ii)
The Company will pay an aggregate cash consideration amounting to (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 ALPL from Mr. Shravan Rewari and
Mrs. Amarjeet Rewari.
9. Percentage of
shareholding
/
control
acquired and
/ or number
of
shares
acquired		 Pursuant to the Proposed Transaction, the Company will acquire:
(i)
13,28,660 equity shares representing 100% of the total paid-up share capital
of ARIPL (in multiple tranches); and
(ii)
35,100 equity shares representing 100% of the total paid-up share capital of
ALPL.
Accordingly, upon completion of the Proposed Transaction, ARIPL and ALPL will
become wholly owned subsidiaries of the Company.

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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)		 The requisite details are set out below: The requisite details are set out below: The requisite details are set out below: The requisite details are set out below: The requisite details are set out below: The requisite details are set out below: ALPL
ALPL
is
a
private
limited
company incorporated under the
provisions of the Companies Act,
1956 and is engaged in the
business of providing simulation
and assessment tools for the
marine and naval industries.
Simulation
and
related
technologies
for
the
sectors
enumerated above
15 December 1998.
Financial
year
Turnover2
2021-
2022
Rs. 25,210.
2022-
2023
Rs. 692,540.
2023-
2024
Rs. 94,07,490.		 ALPL
ALPL
is
a
private
limited
company incorporated under the
provisions of the Companies Act,
1956 and is engaged in the
business of providing simulation
and assessment tools for the
marine and naval industries.
Simulation
and
related
technologies
for
the
sectors
enumerated above
15 December 1998.
Financial
year
Turnover2
2021-
2022
Rs. 25,210.
2022-
2023
Rs. 692,540.
2023-
2024
Rs. 94,07,490.
Sr.
No
.		 Particul
ars		 ARIPL ALPL
1. Brief
backgro
und		 ARIPL is a private limited
company incorporated under
the
provisions
of
the
Companies Act, 1956 and is
engaged in the business of in
the business of (i) the
business
of
providing
simulation and assessment
tools
for
the
marine,
offshore, naval, ports &
terminals, construction and
mining
industries;
(ii)
providing services relating
to
maintenance,
certification,
assessment
solutions with respect to (i)
above;
(iii)
fleet-view
monitoring of ships; and (iv)
maintenance
and module
development
for
e-
governance of DG Shipping
of India.		 ALPL
is
a
private
limited
company incorporated under the
provisions of the Companies Act,
1956 and is engaged in the
business of providing simulation
and assessment tools for the
marine and naval industries.
2. Product/
line
of
business		 Simulation
and
related
technologies for the sectors
enumerated above		 Simulation
and
related
technologies
for
the
sectors
enumerated above
3. Date of
incorpor
ation		 2 December 1998. 15 December 1998.
4. Consoli
dated
turnove
r for the
last
3
years		 Finan
cial
year1		 Turnover Financial
year		 Turnover2
2021-
2022		 Rs. 25,210.
2021-
2022		 Rs.
58,10,89,000.
2022-
2023		 Rs. 692,540.
2022-
2023		 Rs.
67,98,23,000.
2023-
2024		 Rs. 94,07,490.
2023-
2024		 Rs.
92,17,59,000.

1 Consolidated revenue from operations for ARIPL for the financial year ended on 31 March 2024, 31 March 2023 and 31 March 2022.

2 Consolidated revenue from operations for ARIPL for the financial year ended on 31 March 2024, 31 March 2023 and 31 March 2022.

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5. Country
in which
the
acquire
d entity
has
presence		 Headquartered
in
New
Delhi, India, ARIPL has
global
fulfillment
capabilities
with
installations
in
every
continent, presence in India,
United Kingdom, USA, and
Singapore, and a JV in
South Korea.		 India.
6. Any
other
significa
nt
informa
tion		 Upon completion of the
Proposed
Transaction,
ARIPL
will
become
a
wholly owned subsidiary of
the Company.		 Upon
completion
of
the
Proposed
Transaction,
ALPL
will become a wholly owned
subsidiary of the Company.

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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

S.No Particulars Description
1) Name of the Target Company, details in
brief such as size, turnover, etc.		 Bhairav Robotics Private Limited (“Bhairav”)
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”		 No. The transaction does not fall within the
ambit of a related party transaction and no
promoter group companies have any interest in
Bhairav.
3) Industry to which the entity being
acquired belongs		 Robotics
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)		 This investment establishes Zen's leadership in
defence robotics & autonomous systems. The
acquisition enables Zen Technologies Limited
to provide "Made in India" robotics &
autonomous products for the defence sector
and also manufacture components like motors,
drivers, sub systems for the drone & robotics
industry.
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 is expected to be completed by
end of FY2025, subject to completion of
customaryclosingformalities
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		 ~Rs. 4 crores for acquiring 45.33% of the
issued &paid-upshare capital of the Bhairav.
9) Percentage
of
shareholding/control
acquired and/or number of shares
acquired		 Zen Technologies Limited has signed the Share
Subscription and Shareholders Agreement to
acquire 45.33% of equity share capital of
Bhairav.

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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)

Bhairav was formed as a limited liability partnership (LLP) in 2023 and was converted into private limited Company in the year 2024. It has product offerings which include robotic products like quadrupedal robots and autonomous weapon systems. Turnover Year Amount (in thousands) FY 23 Nil FY 24 Nil

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Annexure III

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

S.No Particulars Description
1) Name of the Target Company, details in brief
such as size, turnover, etc.		 Vector Technics Private Limited ("Vector")
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”		 No. The transaction does not fall within the
ambit of a related party transaction and no
promoter group companies have any interest
in Vector.
3) Industry to which the entity being acquired
belongs		 Aerospace and Defence
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)		 This investment will create a pathway, for
Zen Technologies Limited, to enter a new
segment in the aerospace components
industry.
Vector
provides
alternative
solutions to the global drone and robotics
industry, through the manufacture of "Made
In India" components. Vector's products are
used extensively in manufacture of drones,
UAV's and robots.
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 is expected to be completed
by end of FY2025, subject to completion of
customaryclosingformalities.
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		 ~Rs. 25 crores for acquiring 51% of the
issued &paid upcapital of the Vector
9) Percentage of shareholding/control acquired
and/or number of shares acquired		 Zen Technologies Limited has signed the
Share
Subscription
and
Shareholders
Agreement and Share Purchase Agreement
to acquire 51% of equityshare capital of

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Vector.

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)

Incorporated in 2022, Vector specializes in propulsion and power distribution solutions for drones and UAVs. Existing product offerings include BLDC motors, electronic speed controllers (ESC), propellors and starter generators which are major components for drones, UAVs & robotic products. All the products are "Made in India".

Turnover
Year Amount (in thousands)
FY 22 -
FY 23 Rs. 1206.85
FY 24 Rs. 13175.81

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