Zen Technologies: Buy back Offer

Karvy Investor Services Ltd ('Manager to the Buyback') on behalf of ZEN Technologies Ltd ('Target Company') has informed this Public Announcement ('PA') to the Shareholders / Beneficial Owners of the equity shares of the Target Company, in compliance with and is made pursuant to the provisions of Regulation 15 (d) read with Regulation 15 (c) of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended thereto ('Buyback Regulations') and contains the disclosures as specified in Schedule II to the Buyback Regulations.

The Buy-back:

The Board of Directors of the Target Company at its meeting held on April 22, 2013, have approved the buyback of fully paid up equity shares of Rs. 10/- each of the Company (?the Buyback?), in accordance with the provisions contained in Article 26 (3) of the Articles of Association of the Company, Section 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 (?the Act?) and the provisions contained in the Buyback Regulations subject to other applicable laws, approval/s as may be necessary, from statutory authorities including Securities and Exchange Board of India, Stock Exchanges, Reserve Bank of India, etc., and further subject to such conditions as may be prescribed while granting such approval/s which may be agreed to by the Board of Directors (which term shall include Committee of Directors and hereinafter referred to as ?the Board?).

The aggregate paid-up capital and free reserves of the Company as at March 31,2012 (the date of the latest audited accounts as on the date of the Board Meeting) were Rs. 10,365.95 lakhs and under the provisions of the Act, the funds deployed for Buyback with Board of Directors approval shall not exceed 10% of the total paid-up capital and free reserves of the Company in a financial year. Accordingly, the maximum amount that can be utilized in the present Buyback is Rs. 1,036.60 lakhs and the amount proposed to be expended for the Buyback is Rs. 1,000.00 lakhs (including brokerage and other charges, if any) (?Buyback Size?), which is 9.65 % of the paid up capital and free reserves of the Company as at March 31, 2012and is within the maximum permissible limit as aforesaid.

The maximum buyback price of Rs. 90/- per share (?Maximum Buyback Price?) has been arrived at after considering various factors such as the stock market quotations on the BSE Limited (?BSE') and the impact of the Buyback on the earnings per share of the Company.

The maximum number of equity shares to be bought back by the Company are 16,00,000 (?Maximum Offer Shares?) being 18% of equity shares of Rs. 10/- each outstanding as at March 31, 2012, and the number of shares to be bought back shall be subject to a minimum of 4,00,000 equity shares (?Minimum Offer Shares?).

The equity shares of the Company shall be bought back through the methodology of ?Open Market Purchases through Stock Exchange?. The equity shares of the Company are listed on BSE Limited. The Buyback will be made through BSE Limited (?Stock Exchange?).

Proposed Time Table:

Board Meeting approving the Buyback - April 22, 2013

Date of opening the Buyback - May 09, 2013

Acceptance of Shares - Within 15 days of the relevant payout dates of the Stock Exchanges.

Extinguishment of Shares - Within 15 days of the acceptance of equity shares as mentioned above provided the Company shall ensure that all equity shares bought back are extinguished within 7 days from the last date of completion of Buyback.

Last Date for the Buy back - October 25, 2013 or when the Company completes the Buyback to the extent of 16,00,000 equity shares or upon exhaustion of Rs. 1,000 lakhs set aside for Buyback, whichever is earlier. The Board reserves the right to close the Buy back when the Minimum Offer Shares has been bought back, even if the Buyback size has not been reached, by giving appropriate notice of such date and completing all formalities in this regard as per relevant laws and regulations.