Type of Deal: Acquisition of controlling stake (51.98%) through combination of share purchase and subscription to preference shares
Stake/Capacity: 51.98% of share capital on fully diluted basis
Deal Value: Aggregate cash consideration not exceeding ₹135.15 crore (Rupees One Hundred Thirty-Five Crore and Fifteen Lakh only)
Deal Structure: The acquisition will be executed through:
Purchase of equity shares from an existing shareholder
Subscription to Series A Compulsorily Convertible Cumulative Preference Shares (Series A CCCPS)
Funding Source: Cash consideration
Financial Impact: Not explicitly disclosed in terms of revenue contribution, EBITDA impact, margin profile, or accretion/dilution
Timeline: Expected completion on or before December 13, 2026, or such later date as parties may mutually agree
Strategic Rationale:
Extends Zen Technologies' defence portfolio into battlefield management systems
Target company develops artificial intelligence-based battlefield management and situational-awareness systems for armed forces
Complements Zen's existing defence training, simulation and anti-drone businesses
Business is within Zen's main line of business (defence sector)
Acquisition of indigenous AI-enabled capabilities
Approval Status: Board-approved on October 17, 2026. Completion subject to conditions precedent set out in Transaction Documents
Target Company Background:
Private limited company incorporated in India on September 25, 2009
Registered office in Bengaluru, Karnataka
Turnover history:
FY 2025-26: ₹0.48 crore
FY 2024-25: ₹0.78 crore
FY 2023-24: ₹2.24 crore
Countries of presence: India
Transaction Documents Executed:
Share purchase agreement
Share subscription agreement
Shareholders' agreement (executed on October 17, 2026)
Shareholders' Agreement Terms:
Company has right to nominate majority directors
Affirmative voting rights for matters relating to changes in share capital, amendments to charter documents
Standard clauses including pre-emptive rights, information and inspection rights
Regulatory Aspects:
Not a related party transaction
No promoter, promoter group or group companies have any interest in target company
No governmental or regulatory approvals required
Disclosure made under Regulation 30 of SEBI Listing Regulations
Reference Regulation: SEBI Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
