Outcome of Board Meeting

October 17, 2026 Listing Department Department of Corporate Services The National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (East), Mumbai – 400 051 Mumbai – 400 001 NSE Symbol: ZENTEC BSE Scrip Code: 533339 Dear Sir / Madam, Sub: Outcome of the Board Meeting held on October 17, 2026 – Acquisition of a controlling stake in Cogknit Semantics Private Limited Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI Listing Regulations, we wish to inform you that the Board of Directors of Zen Technologies Limited (the “Company”), at its meeting held today, i.e., Saturday, October 17, 2026, has, inter alia, approved the acquisition by the Company of a 51.98% stake, on a fully diluted basis, in Cogknit Semantics Private Limited (“CSPL” or the “Target Company”), for an aggregate cash consideration not exceeding Rs. 135.15 crore (Rupees One Hundred Thirty-Five Crore and Fifteen Lakh only), by way of: (i) purchase of equity shares of the Target Company from an existing shareholder; and (ii) subscription to Series A Compulsorily Convertible Cumulative Preference Shares of the Target Company (“Series A CCCPS”) (together, the “Proposed Transaction”). Pursuant to the above approval, the Company has, on October 17, 2026, executed a share purchase agreement, a share subscription agreement and a shareholders’ agreement in relation to the Proposed Transaction (together, the “Transaction Documents”) Completion of the Proposed Transaction is subject to the satisfaction or waiver of the conditions precedent set out in the Transaction Documents. Upon completion of the Proposed Transaction, the Target Company will become a subsidiary of the Company. The details required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are enclosed as Annexure A and Annexure B. The meeting of the Board of Directors commenced at 12:00 hrs (IST) and concluded at 19:05 hrs (IST). We request you to take the above on record. Thanking you. Yours faithfully, For Zen Technologies Limited Sourav Dhar Company Secretary & Compliance Officer Encl.: As above Annexure A Disclosure under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 S.No. Particulars Details a) name of the target entity, details in Name of the Target Company: Cogknit brief such as size, turnover etc.; Semantics Private Limited (the "Target Company"). Turnover: FY 2025-26 Rs. 0.48 crore b) whether the acquisition would fall No. The acquisition is not a related party within related party transaction(s) transaction. None of the promoter, promoter and whether the promoter/ promoter group or group companies of the Company has group/ group companies have any any interest in the Target Company. interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length"; c) industry to which the entity being Defence Technology. The Target Company acquired belongs; develops artificial intelligence-based battlefield management and situational-awareness systems for the armed forces. d) objects and impact of acquisition The acquisition extends the Company’s defence (including but not limited to, portfolio into battlefield management systems. disclosure of reasons for acquisition The Target Company is a developer of indigenous, of target entity, if its business is AI-enabled battlefield management and outside the main line of business of situational-awareness systems. Its capability the listed entity); complements the Company’s defence training, simulation and anti-drone businesses. The Target Company’s business is in the defence sector, which is within the Company’s main line of business. e) brief details of any governmental or No governmental or regulatory approval is regulatory approvals required for the required for the acquisition. Completion is subject acquisition; to the conditions precedent set out in the Transaction Documents. f) indicative time period for completion On or before December 13, 2026, or such later of the acquisition; date as the parties may mutually agree. g) whether cash consideration or share Cash. swap or any other form and details of the same; h) cost of acquisition and/or the price at Aggregate cash consideration not exceeding Rs. which the shares are acquired; 135.15 crore. i) percentage of shareholding / control 51.98% of the share capital of the Target acquired and / or number of shares Company on a fully diluted basis. acquired; j) brief background about the entity The Target Company is a private limited company acquired in terms of products/line of incorporated in India on September 25, 2009, with business acquired, date of its registered office in Bengaluru, Karnataka. It is incorporation, history of last 3 years engaged in the business of developing artificial turnover, country in which the intelligence-based battlefield management and acquired entity has presence and any situational-awareness systems for the armed other significant information (in forces. Countries of presence: India brief); Turnover: FY 2025-26 Rs. 0.48 crore; FY 2024-25 Rs. 0.78 crore; FY 2023-24 Rs. 2.24 crore. Annexure B Disclosure under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 S.No. Particulars Details a) Name(s) of parties with whom the 1. the Company; agreement is entered; 2. the Target Company; 3. Existing shareholders; 4. Promoter; 5. Other investor; b) Purpose of entering into the The shareholders' agreement is intended to govern the agreement; inter-se rights and obligations of the shareholders in relation to the management, administration, governance and affairs of the Target Company, including matters relating to shareholding, board composition, affirmative voting rights and restrictions on transfer of securities. c) Shareholding, if any, in the entity Nil before the Proposed Transaction. On completion, with whom the agreement is the Company will hold 51.98% of the share capital of executed; the Target Company on a fully diluted basis. d) Significant terms of the agreement The shareholders’ agreement inter alia provides for: (in brief) special rights like right to appoint directors, first right to share 1. The Company has the right to nominate subscription in case of issuance of majority directors in accordance with the shares, right to restrict any change in shareholders’ agreement; capital structure etc.; 2. affirmative matters in relation to changes in share capital, amendments to charter documents etc; 3. other standard clauses relating to pre-emptive rights, information and inspection rights, etc. e) Whether, the said parties are related No. to promoter/promoter group/ group companies in any manner. If yes, nature of relationship; f) Whether the transaction would fall No, this transaction does not fall within related within related party transactions? If party transactions. yes, whether the same is done at "arm's length"; g) In case of issuance of shares to the Pursuant to and subject to the Share Subscription parties, details of issue price, class Agreement dated October 17, 2026, the Target of shares issued; Company will issue Series A CCCPS of face value Rs. 10 each to the Company and the Other Investor at a price of Rs. 27,015.71 per Series A CCCPS. h) Any other disclosures related to such Not applicable. agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.; i) In case of termination or [Showing first 8,000 characters — download PDF for full document]