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Registered Office : Zensar Technologies Limited Zensar Knoewledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

Date: April 29, 2021

BSE Limited The National Stock Exchange of India Ltd. Corporate Service Department, Exchange Plaza, 03[rd] floor, 01[st] Floor, P. J. Towers, Plot No. C/1, ‘G’ block, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai 400 001 Mumbai 400 051 Fax: (022) 2272 2039/2272 3121 Fax: (022) 26598237/26598238 Scrip ID: ZENSARTECH Symbol: ZENSARTECH Scrip Code: 504067 Series: EQ

Subject: Outcome of the Board Meeting held on April 29, 2021

This is to inform you that the Board of Directors of the Company at its meeting held today, which commenced at 4:30 PM (IST) and concluded at 8:52 PM (IST), inter-alia, unanimously approved/ consented/took on record the following:

Financial Results:

Standalone and Consolidated financial results of the Company for the quarter ended March 31, 2021, subjected to Limited Review.
Audited Standalone and Consolidated financial results of the Company for the financial year ended March 31, 2021.

Copy(ies) of the same are enclosed herewith along with Auditor’s Reports thereon, as applicable.

The Auditor’s Report with respect to the Audited Financial Results (Standalone and Consolidated) of the Company for the financial year ended March 31, 2021, is with unmodified opinion.

Final Dividend:

Recommendation of final dividend at INR 2.40 (120%) per equity share of INR 2.00 each, for FY 2020-21, subject to approval of the same by Members at the ensuing Annual General Meeting.

The dividend, if approved, shall be paid/dispatched to the shareholders within 30 days of its approval by the shareholders, at the AGM.

Press Release:

The Press Release and Analyst Presentation on financial results of the Company for the period ended March 31, 2021, as enclosed.

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www.zensar.com

Registered Office : Zensar Technologies Limited Zensar Knoewledge Park, Plot No. 4, MIDC Kharadi,

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Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

This is for your information and dissemination purpose.

For Zensar Technologies Limited

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Gaurav Tongia Company Secretary

Encl. As above

www.zensar.com

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INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF ZENSAR TECHNOLOGIES LIMITED

Opinion and Conclusion

We have (a) audited the Standalone Financial Results for the year ended March 31, 2021 and (b) reviewed the Standalone Financial Results for the quarter ended March 31, 2021 (refer ‘Other Matters’ section below), which were subject to limited review by us, both included in the accompanying “Statement of Standalone Financial Results for the Quarter and Year Ended March 31, 2021” of ZENSAR TECHNOLOGIES LIMITED (“the Company”), (“the Statement”), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”).

(a) Opinion on Annual Standalone Financial Results

In our opinion and to the best of our information and according to the explanations given to us, the Standalone Financial Results for the year ended March 31, 2021:

i. is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and
ii. gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the net profit and total comprehensive income and other financial information of the Company for the year then ended.

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31, 2021

With respect to the Standalone Financial Results for the quarter ended March 31, 2021, based on our review conducted as stated in paragraph (b) of Auditor’s Responsibilities section below, nothing has come to our attention that causes us to believe that the Standalone Financial Results for the quarter ended March 31, 2021, prepared in accordance with the recognition and measurement principles laid down in the 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 the 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.

Regd. Office: One International Center, Tower 3, 27th-32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

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Basis for Opinion on the Audited Standalone Financial Results for the year ended March 31, 2021

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in paragraph (a) of Auditor’s Responsibilities section below. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Results for the year ended March 31, 2021 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Management’s Responsibilities for the Statement

This Statement which includes the Standalone Financial Results is the responsibility of the Company’s Board of Directors and has been approved by them for the issuance. The Standalone Financial Results for the year ended March 31, 2021 has been compiled from the related audited standalone financial statements. This responsibility includes the preparation and presentation of the Standalone Financial Results for the quarter and year ended March 31, 2021 that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Board of Directors are responsible for assessing the Company’s ability, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities

(a) Audit of the Standalone Financial Results for the year ended March 31, 2021

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results for the year ended March 31, 2021 as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it

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exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Standalone Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Annual Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of Listing Regulations.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Annual Standalone Financial Results, including the disclosures, and whether the Annual Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results of the Company to express an opinion on the Annual Standalone Financial Results.

Materiality is the magnitude of misstatements in the Annual Standalone Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Standalone Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Standalone Financial Results.

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

(b) Review of the Standalone Financial Results for the quarter ended March 31, 2021

We conducted our review of the Standalone Financial Results for the quarter ended March 31, 2021 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 ICAI. A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Other Matters

The Statement includes the results for the Quarter ended March 31, 2021 being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us. Our report on the Statement is not modified in respect of this matter.

For Deloitte Haskins & Sells LLP Chartered Accountants (Firm's Registration No. 117366W/W-100018)

SAIRABEE Digitally signed by SAIRABEE NAINAR NAINAR RAWTHER Date: 2021.04.29 RAWTHER 17:44:14 +05'30'

Saira Nainar Partner (Membership No. 040081) (UDIN: 21040081AAAABV3900)

Place: Mumbai Date: April 29, 2021

Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Standalone Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Standalone Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Standalone Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Standalone Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Standalone Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Standalone Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Standalone Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)
		Quarter Ended			Year ended
Particulars		31-Mar-2021	31-Dec-2020	31-Mar-2020	31-Mar-2021	31-Mar-2020
		Refer note 9		Refer note 9
		Unaudited	Unaudited	Unaudited	Audited	Audited
1 2 3 4 5 6 7 8 9 10 11 12	Revenue from operations Other income (net) a. Current tax b. Deferred tax Total Income e. Depreciation, amortisation and impairment expense f. Other expenses Total expenses Expenses Tax expense a. Purchase of traded goods b. Employee benefits expense c. Subcontracting costs a) Basic b) Diluted Net Profit for the period (5-6) Total other comprehensive income/(loss), net of income tax Total comprehensive income for the period (7+8) Other comprehensive income/(loss), net of income tax A. Items that will not be reclassified to profit or loss B. Items that will be reclassified to profit or loss Profit before tax (3-4) d. Finance costs Paid-up equity share capital (Face value INR. 2 each) Other equity excluding Revaluation Reserves as per balance sheet Earnings Per Share (Face value INR. 2 each) (not annualised):	34,788 3,537	34,873 1,305	35,299 2,853	136,178 7,391	137,030 9,093
		38,325 4 20,096 601 513 2,312 5,020 28,546 9,779 1,553 126 8,100 504 326 830 8,930 4,512 3.59 3.56	36,178 596 19,502 349 533 2,146 2,789 25,915 10,263 2,014 274 7,974 (8) (389) (397) 7,577 4,509 3.54 3.49	38,152 156 19,925 1,245 798 2,180 4,357 28,661 9,491 1,724 711 7,056 (571) 1 (570) 6,486 4,508 3.13 3.09	143,569 705 77,681 2,474 2,180 8,945 14,266 106,251 37,318 8,251 103 28,964 1,134 305 1,439 30,403 4,512 179,058 12.85 12.73	146,123 877 80,913 4,361 2,330 8,138 19,094 115,713 30,410 6,262 1,044 23,104 (894) (693) (1,587) 21,517 4,508 152,859 10.26 10.12

Statement of Assets & Liabilities

Particulars	As at March 31, 2021	As at March 31, 2020
Assets Non-Current Assets (a) Property, Plant and Equipment (b) Right of use assets (c) Capital work-in-progress (d) Goodwill (e) Other Intangible assets (f) Intangible assets under development (g) Financial Assets i) Investments ii) Other financial assets (h) Income tax assets (net) (i) Deferred tax assets (net) (j) Other non-current assets Total - Non-current assets Current Assets (a) Financial Assets i) Investments ii) Trade receivables iii) Cash and cash equivalents iv) Bank balances other than in (iii) above v) Other financial assets (b) Other current assets Total - Current assets Total - Assets	9,408 19,682 6 8,402 3,912 - 28,149 1,217 2,329 2,507 608	10,487 23,122 5 8,402 3,662 762 1,660 2,759 2,434 2,773 882
	76,220 36,328 65,664 8,442 34,236 3,983 4,846	56,948 26,704 105,569 3,299 2,703 6,330 6,273
	153,499	150,878
	229,719	207,826

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Particulars	As at March 31, 2021	As at March 31, 2020
Equity And Liabilities Equity (a) Equity Share Capital (b) Other Equity i. Reserves and surplus ii. Other components of equity Total - Equity Non-Current Liabilities (a) Financial Liabilities i) Borrowings ii) Lease liabilities (b) Provisions (c) Employee benefit obligations Total - Non-Current Liabilities Current Liabilities (a) Financial Liabilities i) Borrowings ii) Trade payables iii) Lease Liabilities iv) Other financial liabilities (b) Employee benefit obligations (c) Other current liabilities (d) Income tax liabilities (net) Total - Current Liabilities Total - Equity And Liabilities	4,512 179,046 12	4,508 153,358 (499)
	183,570	157,367
	- 17,172 317 1,656	- 19,369 263 1,544
	19,145	21,176
	- 9,170 4,775 7,689 1,807 1,593 1,970	- 8,053 5,066 9,643 3,122 1,877 1,522
	27,004	29,283
	229,719	207,826

Notes :

1 The above financial results were reviewed and recommended by the Audit Committee and taken on record by the Board of Directors at their meeting held on April 29, 2021.
2 Standalone Statement of Cash flows is attached as Annexure I. 3 Where financial results are declared for both consolidated and standalone entity, segment information may be presented only in the case of consolidated financial results. Accordingly, segment information has been provided only in the consolidated financial results.
4 The term of the erstwhile Managing Director and the CEO of the Company ended on January 11, 2021, however his employment at Zensar Technologies Inc. US (100% subsidiary of Zensar Technologies Limited) was extended till February 12, 2021 to facilitate a smooth transition. The Company, post obtaining the necessary approvals (including shareholder’s approval), has paid and accounted for the one time additional payment of USD 2.40 million to the erstwhile Managing Director and CEO during the quarter and year ended March 31, 2021.
5 The Company continues to actively manage its business during COVID-19 pandemic and has not yet experienced significant changes on the business impact than estimated earlier. In assessing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, nothing has come to the attention of the Company through internal and external sources, which warrants a reassessment of carrying amounts of financial and non-financial assets on the expected future performance of the Company.
6 The Company, on 19 October 2020, through its 100% subsidiary Zensar Technologies Inc, signed an agreement (subject to certain closing conditions which included approval of shareholders) for sale of Third Party Maintenance (‘TPM’) business housed in its subsidiaries, PSI Holding Group Inc, Zensar Technologies IM Inc and Zensar Technologies IM B.V. (collectively referred to as "PSI Group” or “disposal group”) for a consideration of USD 10 million receivable upfront (subject to working capital adjustment) and USD 5 million performance based deferred earnouts. Closing conditions were completed during the previous quarter and as PSI Group are step down subsidiaries of the company, the necessary accounting treatment is reflected in the Consolidated results of the Zensar Group. Refer Note 7 of the Consolidated results of the Zensar Group.
7 The Board of Directors in its meeting on January 21, 2021 declared an interim dividend of INR 1.20 per equity share. In addition, the Board of Directors in their meeting held on April 29, 2021 have recommended a final dividend of INR 2.40 per equity share, subject to the approval of shareholders.
8 The Board of Directors of Zensar Technologies Limited at its meeting held on October 29, 2020 approved the scheme of amalgamation (the “Scheme”) which provides for the amalgamation of Cynosure Interface Services Private Limited (Cynosure) (a wholly owned subsidiary of the Company) with the Company under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Appointed date of the Scheme is April 1, 2021. All the equity shares held by the company in Cynosure shall stand cancelled and extinguished as on the Appointed Date. Accordingly, there will be no issue and allotment of equity shares to the shareholders of the Cynosure upon the Scheme being effective.

Upon the Scheme becoming effective, with effect from the Appointed Date, Company shall account for the amalgamation of Cynosure in its books of account in accordance with the ‘Pooling of Interest Method’ laid down by Appendix C of Indian Accounting Standard 103 'Business Combinations' ('Ind AS 103’) specified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and any amendments issued thereunder and in accordance with generally accepted accounting principles. Further, on the Scheme becoming effective, the financial statements of the Company (including comparative period presented in the financial results/statements of the Company) shall be restated for the accounting impact of amalgamation as if the amalgamation had occurred from the beginning of the said comparative period. As the amalgamation has not consummated yet, the scheme has not been given effect to in these financial results.

9 Figures for the quarter ended March 31, 2021 and March 31, 2020 are the balancing figures between audited figures in respect of the full financial year and published year to date figures upto the third quarter of the respective financial year.

Mumbai Date: April 29, 2021

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For and on behalf of the Board Ajay Singh Bhutoria CEO and Managing Director DIN:09013862

Annexure I

Zensar Technologies Limited Standalone Statement of Cash Flows

Zensar Technologies Limited Standalone Statement of Cash Flows		Annexure I
Particulars	Year Ended	Year Ended
	31-Mar-2021	31-Mar-2020
	Audited	Audited
Cash flow from operating activities Profit before taxation Adjustments for: Depreciation, amortisation and impairment expense Employee share based payment expense Profit on sale of investments (mutual funds) Changes in fair value of financial assets/liabilities measured at fair value through profit and loss (Profit)/Loss on disposal of business/subsidiary Dividend income Interest income Interest expense (Profit) / loss on sale of property, plant and equipment and intangible assets (net) Provision for doubtful debts and advances (net) Adjustment on account of contingent consideration Bad debts written off Provisions no longer required and credit balances written back Unrealised exchange (gain) / loss (net) Operating profit before working capital changes Change in assets and liabilities (Increase)/ decrease in trade receivables and Unbilled revenues (Increase)/ decrease in other assets Increase/ (decrease) in trade payables, other liabilities and provisions Increase/ (decrease) in employee benefit obligations Cash generated from operations Income taxes paid (net of refunds) Net cash inflow from operating activities Cash flow from investing activities Purchases of Property, plant and equipment and intangible assets Earnout to Subsidiaries Investment in subsidiaries Sale of Business/subsidiaries Sale of Property, plant and equipment and intangible assets Fixed Deposits placed Fixed Deposits redeemed Purchase of investments (Mutual Funds) Sale of investments (Mutual Funds) Investment in NCD Interest income received Dividend income received Net cash used in investing activities Cash flow from financing activities Proceeds from issue of equity shares Dividend on equity shares and tax thereon Interest paid Payment of lease liabilities Proceeds from short-term borrowings Repayment of short-term borrowings Net cash used in financing activities Effect of exchange differences on translation of cash and cash equivalents	37,318 8,945 (110) (589) (1,268) - (2,626) (1,069) 2,147 (7) (2,198) - 3,133 (103) 1,654	30,410 8,138 119 (1,409) 283 51 (2,757) (262) 2,282 (8) 1,047 (173) - (10) (588)
	7,909 45,227 36,221 3,584 1,200 1,487	6,713 37,123 3,708 (120) (1,798) 430
	87,720 (8,306)	39,343 (5,726)
	79,414	33,617
	(3,748) - (11,093) - 17 (34,835) 3,266 (173,731) 153,011 (2,451) 447 2,626	(6,767) (4,988) - 902 8 (2,434) 354 (121,530) 105,147 - 272 2,757
	(66,491) 145 (2,706) (71) (5,125) 7,567 (7,590)	(26,279) 152 (11,932) (57) (4,313) 1,376 (1,418)
	(7,780)	(16,192)
	-	1
Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of theyear	5,143	(8,853)
	3,299 8,442	12,152 3,299

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INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF ZENSAR TECHNOLOGIES LIMITED

Opinion and Conclusion

We have (a) audited the Consolidated Financial Results for the year ended March 31, 2021 and (b) reviewed the Consolidated Financial Results for the quarter ended March 31, 2021 (refer ‘Other Matters’ section below), which were subject to limited review by us, both included in the accompanying “Statement of Consolidated Financial Results for the Quarter and Year Ended March 31, 2021” of ZENSAR TECHNOLOGIES LIMITED (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), (“the Statement”) being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”).

(a) Opinion on Annual Consolidated Financial Results

In our opinion and to the best of our information and according to the explanations given to us, the Consolidated Financial Results for the year ended March 31, 2021:

i. includes the results of the subsidiaries mentioned in the Annexure to this report ;
ii. is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and
iii. gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the consolidated net profit and consolidated total comprehensive income and other financial information of the Group for the year ended March 31, 2021.

(b) Conclusion on Unaudited Consolidated Financial Results for the quarter ended March 31, 2021

With respect to the Consolidated Financial Results for the quarter ended March 31, 2021, based on our review conducted and procedures performed as stated in paragraph (b) of Auditor’s Responsibilities section below, nothing has come to our attention that causes us to believe that the Consolidated Financial Results for the quarter ended March 31, 2021, prepared in accordance with the recognition and measurement principles laid down in the 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 the 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.

Regd. Office: One International Center, Tower 3, 27th-32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

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Basis for Opinion on the Audited Consolidated Financial Results for the year ended March 31, 2021

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in paragraph (a) of Auditor’s Responsibilities section below. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the year ended March 31, 2021 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Management’s Responsibilities for the Statement

This Statement, which includes the Consolidated Financial Results is the responsibility of the Parent’s Board of Directors and has been approved by them for the issuance. The Consolidated Financial Results for the year ended March 31, 2021, has been compiled from the related audited consolidated financial statements. This responsibility includes the preparation and presentation of the Consolidated Financial Results for the quarter and year ended March 31, 2021 that give a true and fair view of the consolidated net profit and consolidated other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the respective financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of this Consolidated Financial Results by the Directors of the Parent, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

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Auditor’s Responsibilities

(a) Audit of the Consolidated Financial Results for the year ended March 31, 2021

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results for the year ended March 31, 2021 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Consolidated Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Annual Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Annual Consolidated Financial Results, including the disclosures, and whether the Annual Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results, entities within the Group to express an opinion on the Annual Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Annual Consolidated Financial Results of which we are the independent auditors.

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Materiality is the magnitude of misstatements in the Annual Consolidated Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Consolidated Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Consolidated Financial Results.

We communicate with those charged with governance of the Parent and such other entities included in the Consolidated Financial Results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

(b) Review of the Consolidated Financial Results for the quarter ended March 31, 2021

We conducted our review of the Consolidated Financial Results for the quarter ended March 31, 2021 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 ICAI. A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The Statement includes the results of the entities listed in the Annexure to this report.

Other Matters

For Deloitte Haskins & Sells LLP Chartered Accountants (Firm's Registration No. 117366W/W-100018)

SAIRABEE Digitally signed by SAIRABEE NAINAR NAINAR RAWTHER Date: 2021.04.29 RAWTHER 17:45:09 +05'30'

Saira Nainar Partner (Membership No. 040081) (UDIN: 21040081AAAABW5453)

Place: Mumbai Date: April 29, 2021

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Annexure to Auditor’s Report

List of Entities:

Zensar Technologies Inc.
Zensar Technologies (UK) Limited
PSI Holding Group Inc. (Ceased to be subsidiary w.e.f. December 2, 2020)
Zensar Technologies IM Inc. (Ceased to be subsidiary w.e.f. December 2, 2020)
Zensar Technologies IM B.V. (Ceased to be subsidiary w.e.f. December 2, 2020) 6. Zensar (Africa) Holdings Pty Limited
Zensar (South Africa) Pty Limited
Professional Access Limited
Zensar Technologies (Singapore) Pte. Limited
Foolproof Limited
Knit Limited (Liquidated w.e.f. September 22, 2020)
Foolproof (SG) Pte Limited
Zensar Technologies (Shanghai) Company Limited (Liquidated w.e.f. December 23, 2020)
Keystone Logic Inc.
Zensar Info Technologies (Singapore) Pte Limited (Liquidated w.e.f. May 04, 2020)
Zensar IT Services Limited (Liquidated w.e.f. June 22, 2020)
Cynosure Inc.
Cynosure Interface Services Private Limited
Keystone Logic Mexico, S. DE R.L. DE C.V
Keystone Technologies Mexico, S. DE R.L. DE C.V
Indigo Slate Inc.
Zensar Technologies GmbH
Zensar Technologies (Canada) Inc.
Zensar Information Technologies B.V. (Incorporated w.e.f. May 06, 2020)

(INR Lakhs)

Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021

Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)	Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021 (INR Lakhs)
Particulars		Quarter Ended			Year Ended
		31-Mar-2021	31-Dec-2020	31-Mar-2020	31-Mar-2021	31-Mar-2020
		Refer note 10		Refer note 10
		Unaudited	Unaudited	Unaudited	Audited	Audited
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16	Revenue from operations Other income (net) a. Current tax b. Deferred tax [net of reversal of Rs. 2,179 lakhs liability reclassified to exceptional item in year ended 31 March 2021 (refer note 7)] Total Income Other comprehensive income/(loss), net of income tax Expenses a. Purchase of traded goods e. Finance costs b. Consumption and changes in inventories Net Profit/(Loss) attributable to: c. Employee benefits expense d. Subcontracting costs f. Depreciation, amortisation and impairment expense Profit before tax (5-6) Profit before exceptional item and tax Exceptional Item (refer note 7) Total expenses g. Other expenses Tax expense Net Profit/(Loss) for the period (7-8) - Owners B. Items that will be reclassified to profit or loss Total comprehensive income for the period (9+11) - Non-controlling interests b) Diluted Total comprehensive income attributable to: - Owners A. Items that will not be reclassified to profit or loss Before exceptional item After exceptional item a) Basic Paid-up equity share capital (Face value INR 2 each) Total other comprehensive income/(loss), net of income tax - Non-controlling interests b) Diluted Other equity excluding Revaluation Reserves as per balance sheet Earnings Per Share (Face value INR. 2 each) (not annualised): a) Basic	87,629 661	93,441 480	101,779 1,611	378,139 2,545	418,168 8,842
		88,290 2,039 - 49,075 11,388 1,218 4,451 7,905 76,076 12,214 (60) 12,154 (459) 3,550 9,063 8,834 229 249 1,190 1,439 10,502 10,290 212 4,512 3.94 3.91 3.92 3.88	93,921 3,626 628 52,894 11,575 1,301 4,261 6,177 80,462 13,459 4,023 17,482 3,951 (386) 13,917 13,789 128 (8) (2,518) (2,526) 11,391 11,038 353 4,509 4.33 4.27 6.12 6.03	103,390 2,447 1,517 56,523 15,501 1,718 4,154 11,629 93,489 9,901 - 9,901 1,981 720 7,200 6,951 249 (1,880) 1,632 (248) 6,952 6,943 9 4,508 3.08 3.04 3.08 3.04	380,684 11,344 2,695 215,256 52,332 5,353 17,471 28,029 332,480 48,204 (4,910) 43,294 10,689 1,907 30,698 30,003 695 879 (1,241) (362) 30,336 29,394 942 4,512 229,720 15.49 15.34 13.31 13.18	427,010 15,250 3,089 234,743 65,881 6,051 15,918 48,499 389,431 37,579 - 37,579 10,131 288 27,160 26,342 818 (2,206) 2,382 176 27,336 26,668 668 4,508 204,491 11.69 11.53 11.69 11.53
Statement of Assets & Liabilities
Particulars					As at March 31, 2021	As at March 31, 2020
Assets Non-Current Assets (a) Property, Plant and Equipment (b) Right of use assets (c) Capital work-in-progress (d) Goodwill (e) Other Intangible assets (f) Intangible assets under development (g) Financial Assets i) Investments ii) Other financial assets (h) Income tax assets (net) (i) Deferred tax assets (net) (j) Other non-current assets Total - Non-current assets Current Assets (a) Inventories (b) Financial Assets i) Investments ii) Trade receivables iii) Cash and cash equivalents iv) Bank balances other than in (iii) above v) Other financial assets (c) Other current assets Total - Current assets Total - Assets					11,339 27,503 6 57,702 16,754 - 15,397 3,060 6,416 4,916 968	12,940 32,649 180 64,658 22,020 957 1,142 6,798 6,064 4,966 1,419
					144,061 - 36,328 58,875 34,921 34,941 18,951 15,260	153,793 9,412 26,704 66,564 48,834 2,823 29,762 21,663
					199,276	205,762
					343,337	359,555

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Equity And Liabilities Equity (a) Equity Share Capital (b) Other Equity i. Reserves and surplus ii. Other components of equity Equity Attributable to Owners of the Company Non controlling interests Total - Equity Liabilities Non-Current Liabilities (a) Financial Liabilities i) Borrowings ii) Lease liabilities iii) Other financial liabilities (b) Provisions (c) Employee benefit obligations (d) Other non-current liabilities Total - Non-Current Liabilities Current Liabilities (a) Financial Liabilities i) Borrowings ii) Trade payables iii) Lease liabilities iv) Other financial liabilities (b) Employee benefit obligations (c) Other current liabilities (d) Income tax liabilities (net) Total - Current Liabilities Total - Equity And Liabilities	4,512 227,859 1,861	4,508 201,118 3,373
	234,232 2,874	208,999 2,370
	237,106 - 25,388 97 317 5,125 1,460	211,369 6,537 31,293 4,599 263 1,554 -
	32,387 - 22,013 9,567 24,720 3,620 11,426 2,498	44,246 22,321 26,497 10,577 22,825 8,325 8,485 4,910
	73,844	103,940
	343,337	359,555

Consolidated Segment wise Revenue & Results for the Quarter and year ended March 31, 2021

	Particulars	Quarter Ended	Quarter Ended	Quarter Ended	Year Ended	Year Ended
		31-Mar-2021	31-Dec-2020	31-Mar-2020	31-Mar-2021	31-Mar-2020
		Unaudited	Unaudited	Unaudited	Audited	Audited
1 2	Digital and Application Services# Digital Foundation Services# Segment Revenue	74,451 13,178	76,981 16,460	85,231 16,548	311,669 66,470	351,518 66,650
	Revenue From Operations	87,629	93,441	101,779	378,139	418,168
	Digital and Application Services Digital Foundation Services Segment Results	16,035 2,051	17,102 2,321	12,710 2,081	60,494 9,801	46,983 8,036
	Segment Results	18,086	19,423	14,791	70,295	55,019
	Less: Finance costs Less: Unallocable expenditure net of unallocable income	1,218 4,654	1,301 4,663	1,718 3,172	5,353 16,738	6,051 11,389
	Profit before exceptional item and tax	12,214	13,459	9,901	48,204	37,579

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	Statement of Segment Assets & Liabilities	31-Mar-2021	31-Dec-2020	31-Mar-2020
		Audited	Unaudited	Audited
1 2	Digital and Application Services Digital Foundation Services Inventories Digital and Application Services Digital Foundation Services Unbilled Revenue Digital and Application Services Digital Foundation Services Goodwill Digital and Application Services Digital Foundation Services Unallocable Assets Total Unbilled Revenue Segment Assets Trade Receivables Total Trade Receivables Total Inventories Total Goodwill	50,277 8,598 58,875 - - - 21,048 3,150 24,199 43,947 13,755 57,702 202,561	47,767 9,969 57,736 - - - 21,028 2,434 23,462 43,859 13,747 57,606 208,789	55,212 11,352 66,564 - 9,412 9,412 34,325 4,578 38,903 44,326 20,332 64,658 180,018
	TOTAL ASSETS	343,337	347,593	359,555
	Digital and Application Services Digital Foundation Services Unallocable Liabilities Segment Liabilities Unearned Revenue Total Unearned Revenue	2,586 659 3,245 102,986	2,662 859 3,521 111,838	2,041 2,440 4,481 143,705
	TOTAL LIABILITIES	106,231	115,359	148,186

During the quarter ended June 30, 2020, nomenclatures of segments have been aligned to reflect their offerings. Consequently, we have renamed "Application Management Services" and "Infrastructure Management Services" to "Digital and Application Services" and "Digital Foundation Services" respectively. There are no other changes which impacts the segment reporting.

Notes :

1 The above financial results were reviewed and recommended by the Audit Committee and taken on record by the Board of Directors at their meeting held on April 29, 2021.
2 Consolidated Statement of Cash flows is attached as Annexure I. 3 Results of Zensar Technologies Limited on a stand alone basis are hosted on the Company's website www.zensar.com.

Results of Zensar Technologies Limited on a stand alone basis are hosted on	the Company's website www.zensar.com.	the Company's website www.zensar.com.	the Company's website www.zensar.com.	the Company's website www.zensar.com.	the Company's website www.zensar.com.
Stand-Alone F	inancial Information
Particulars	Quarter Ended			Year Ended
	31-Mar-2021	31-Dec-2020	31-Mar-2020	31-Mar-2021	31-Mar-2020
	Unaudited	Unaudited	Unaudited	Audited	Audited
Revenue from operations Net profit for the period Profit before tax	34,788 9,779 8,100	34,873 10,263 7,974	35,299 9,491 7,056	136,178 37,318 28,964	137,030 30,410 23,104

4 During the year ended March 31, 2020, Company reversed contingent consideration payable on business combinations consummated in previous years amounting to INR 2,568 lakhs [USD 3.6 million] based on company’s assessment, being no longer payable. This reversal was accounted under other income. During the quarter ended March 31, 2021, Group reversed contingent consideration payable on business combinations consummated in previous years amounting to INR 405 lakhs [USD 6 lakhs] based on company’s assessment, being no longer payable.
5 The term of the erstwhile Managing Director and the CEO of the Company ended on January 11, 2021, however his employment at Zensar Technologies Inc. US (100% subsidiary of Zensar Technologies Limited) was extended till February 12, 2021 to facilitate a smooth transition. The Company, post obtaining the necessary approvals (including shareholder’s approval), has paid and accounted for the one time additional payment of USD 2.40 million to the erstwhile Managing Director and CEO during the quarter and year ended March 31, 2021.
6 The Company continues to actively manage its business during COVID-19 pandemic and has not yet experienced significant changes on the business impact than estimated earlier. In assessing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, nothing has come to the attention of the Company through internal and external sources, which warrants a reassessment of carrying amounts of financial and nonfinancial assets on the expected future performance of the Company.
7 During the quarter ended 30th September 2020, Zensar Group classified its Third Party Maintenance (‘TPM’) business housed in its subsidiaries, PSI Holding Group Inc, Zensar Technologies IM Inc and Zensar Technologies IM B.V. (collectively referred to as "PSI Group” or “disposal group”) as “Held for Sale” and impact pertaining to adjustment to the carrying amount and fair value less transaction cost associated to sell INR 11,052 lakhs and the reversal of deferred tax liability of INR 2,179 lakhs on account of this sale are disclosed as exceptional item.
On 19th October 2020, the Company signed an agreement (subject to certain closing conditions which included approval of shareholders) for sale of PSI Group for a consideration of USD 10 million receivable upfront (subject to working capital adjustment) and USD 5 million performance based deferred earnouts. On completion of the closing conditions on 2 December 2020, the differential impact has been disclosed as exceptional item, including the reclassification of balance in Foreign currency translation reserve to the Consolidated Statement of Profit and Loss amounting to gain of INR 3744 lakhs. Adjustment to consideration due to be finalized 75 days after the closing date have been adjusted in current quarter ended 31 March 2021, Further process of settlement to final amount between buyer and seller is in progress as per the SPA terms, any change thereon would be accounted once concluded.
The disposal group does not constitute a separate major component of the Zensar Group and therefore has not been classified as discontinued operations in the Consolidated Statement of Profit and Loss.
8 The Board of Directors in its meeting on January 21, 2021 declared an interim dividend of INR 1.20 per equity share.
In addition, the Board of Directors in their meeting held on April 29, 2021 have recommended a final dividend of INR 2.40 per equity share, subject to the approval of shareholders.
9 Aquila Technology Corporation (Aquila) was acquired by Zensar Technologies Inc. as part of the group acquisition of PSI Holding Group Inc (PSI) in 2010. A service agreement between Aquila and a customer of Aquila required independence, separation of its operations and lack of interdependence of Aquila on its related affiliates/parent. Accordingly, this led to loss of control over Aquila for the Group as the Group has no ability to direct the relevant activities of and exercise control over Aquila. Therefore, Aquila is not considered as a subsidiary of the group within the definition prescribed under Ind AS 110 and hence not consolidated by the Group. For its investments in Aquila, Group accounts for the changes in fair value through other comprehensive income.

On 25 February 2021, Company signed an agreement for sale of its investment in Aquila for a consideration of USD 1.31 million receivable upfront (subject to working capital adjustment and novation of customer contracts) and an amount upto USD 0.60 million for performance based deferred earnouts. On completion of the closing conditions on 26 February 2021, the differential impact between estimated total consideration less cost to sell and carrying value of investment amounting to USD 0.38 million has been accounted under other comprehensive income. Further, adjustment to consideration is due to be finalized within 60 days after the closing date and adjustment if any would be accounted then.

10 Figures for the quarter ended March 31, 2021 and March 31, 2020 are the balancing figures between audited figures in respect of the full financial year and published year to date figures upto the third quarter of the respective financial year.

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For and on behalf of the Board Ajay Singh Bhutoria CEO and Managing Director DIN:09013862

Mumbai Date: April 29, 2021

Annexure I

Zensar Technologies Limited Consolidated Statement of Cash Flows

Particulars	Year Ended	Year Ended
	31-Mar-2021	31-Mar-2020
	Audited	Audited
Cash flow from operating activities Profit before taxation Exceptional Item Profit before exceptional item and tax Adjustments for: Depreciation, amortisation and impairment expense Employee share based payment expense Profit on sale of investments (mutual funds) Changes in fair value of financial assets/liabilities measured at fair value through profit and loss (Profit)/Loss on disposal of business/subsidiary Interest income Interest expense (Profit) / loss on sale of property, plant and equipment and intangible assets (net) Provision for doubtful debts and advances (net) Bad debts written off Provision no longer required and credit balances written back Unrealised exchange (gain) / loss (net) Operating profit before working capital changes Change in assets and liabilities (Increase)/ decrease in inventories (Increase)/decrease in trade receivables and Unbilled revenues (Increase)/ decrease in other assets Increase/ (decrease) in trade payables, other liabilities and provisions Increase/ (decrease) in employee benefit obligations Cash generated from operations Income taxes paid (net of refunds) Net cash inflow from operating activities Cash flow from investing activities Purchases of Property, plant and equipment and intangible assets Earnout to Subsidiaries Sale of Business/subsidiaries Disposal of investments Sale of Property, plant and equipment and intangible assets Fixed Deposits placed Fixed Deposits redeemed Purchase of investments (Mutual Funds) Purchase of investments (Non Convertible Debentures) Sale of investments (Mutual Funds) Interest income received Net cash used in investing activities Cash flow from financing activities Proceeds from issue of equity shares Dividend on equity shares and tax thereon Interest paid Payment of lease liabilities Proceeds from long-term borrowings Repayment of long-term borrowings Proceeds from short-term borrowings Repayment of short-term borrowings Net cash used in financing activities Effect of exchange differences on translation of cash and cash equivalents	43,294 (4,910) 48,204 17,471 (1,848) (589) (450) - (1,386) 4,248 27 (5,336) 6,240 (609) 2,346	37,579 - 37,579 15,918 645 (1,409) 683 - (512) 5,167 (5) (1,749) 4,357 (2,581) (1,544)
	20,114 68,318 - 16,207 7,460 7,690 127	18,970 56,549 434 22,765 9,771 (10,786) 1,356
	99,802 (14,001)	80,089 (11,467)
	85,801	68,622
	(3,949) (707) 5,050 737 18 (34,835) 3,266 (173,731) (2,451) 153,011 764	(7,818) (5,970) - - 9 (2,554) 667 (121,530) - 105,147 522
	(52,827) 146 (2,706) (368) (10,822) - (10,590) 7,567 (29,918)	(31,527) 152 (11,974) (1,184) (7,817) - (4,173) 28,237 (22,920)
	(46,691)	(19,679)
	(196)	39
Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of theyear	(13,913)	17,455
	48,834 34,921	31,379 48,834

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Zensar reports 27.4% YoY growth in PAT for FY21

Pune, India, April 29, 2021: Zensar Technologies, a leading digital solutions and technology services company that partners with global organizations on their digital transformation journey, announced its consolidated financial results for its fourth quarter ending March 31, 2021 of the fiscal year 20202021.

Financial Highlights:

In Q4FY21, the company reported revenue of $120.2 Mn. For the year FY21, revenue was $494.0 Mn, a decline of 12.7% YoY
In Q4FY21, the company reported a PAT of $12.4 Mn. For FY21, the PAT increased by 27.4% to $47.2 Mn
Digital was 65.9% of the revenue in Q4FY21 and 64.2% for FY21
EBITDA declined sequentially by 5.3% but grew YoY by 21.0% in Q4FY21
The company reported net cash of $166.3 Mn in FY21, 178.4% YoY growth from $59.7 Mn in FY20
The Digital Foundation Services business grew by 6.0% YoY in Q4FY21
Europe region reported sequential growth of 4.7% QoQ and 6.7% YoY in Q4FY21
Emerging services reported a YoY growth of 6.2% in Q4FY21
BFSI business has reported QoQ growth of 2.0% in Banking and 2.2% in Insurance in Q4FY21

Ajay S. Bhutoria, Chief Executive Officer and Managing Director, Zensar Technologies, said , “FY21 was a year of new learnings and a focused client-centric strategy as we continued to support our customers navigating through a period of uncertainty. Our PAT for FY21 at 9.5% of the revenues has seen a healthy increase in YoY terms as we continue to focus on improving operational metrics across the board. Our clients are looking for digital transformation solutions and this has resulted in our Digital Foundation Services growing by 6.0% YoY in Q4FY21. I am pleased to see our UK/Europe regions posting a healthy growth, growing by 6.7% YoY in Q4FY21 with numerous new logos added in the last fiscal.”

Adding further, he stated , “The well-being of our global teams remains at the center of all our initiatives along with a sharp focus on what our clients need from us to deliver value to their customers.”

Navneet Khandelwal, Chief Financial Officer, Zensar Technologies said , “We have ended this fiscal with a strong cash position at $166.3 Mn. Our DSO stood at 77 days, which underscores our initiatives to maintain sound operational metrics. The EBITDA has posted a YoY increase of 21.0% in Q4FY21 which again is in line with our focus on keeping operational parameters sound and in line with running efficient financial processes.”

*The reported numbers are for core business (excluding TPM business divested in Q3FY21) and adjusted to exclude exceptional item.

Significant Wins in Q4FY21:

Digital commerce, testing mandate for a leading American retail store chain
Application maintenance services for a US-based conglomerate having diversified businesses
• Application and development maintenance mandate for a US-based hi-tech company
Digital infrastructure services for an American sports manufacturing company
Application and integration services for a banking group based in Europe
Application and development mandate for a leading UK-based retail chain

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CX-led digital services mandate for an American multinational financial services company
Digital infrastructure services for a global American technology company
Automation services for a South African-based financial services group company
Experience design services for a UK-based media broadcast company
Application development and integration services for a leading South African financial services group

Corporate Excellence Snapshot in Q4FY21:

Zensar has been mentioned as a Disruptor in Avasant Applied AI and Advanced Analytics RadarView 2021
Zensar has been mentioned as Disruptor in Avasant CX and CRM RadarView 2020-2021
Zensar mentioned as an Aspirant in System Integrator (SI) Capabilities on Amazon Web Services (AWS) PEAK Matrix® Assessment 2021
Zensar mentioned as an Aspirant in System Integrator (SI) Capabilities on Microsoft Azure Services PEAK Matrix® Assessment 2021
Zensar has been mentioned as a niche player in Gartner Magic Quadrant for Managed Workplace Services, North America

Awards and Recognitions in Q4FY21:

Zensar wins 2020-21 Cloud Award in the category of Cloud Consultancy/MSP of the Year
Zensar’s The Vinci™ wins at 11[th] Annual Aegis Graham Bell Awards under the AI Powered Innovation for Enterprise category
Recognized for Winning Edge in Digital Transformation Brought by CFO at the annual 11th CFO100 awards virtual ceremony.

Q4 FY 21 Revenue and profitability snapshot

Particulars	Q4 FY21	Q4 FY21	Growth	Growth	Growth	Growth	Growth	Growth
	USD Mn	INR Mn	Q-o-Q			Y-o-Y
			USD	INR	CC	USD	INR	CC
Revenue	$ 120.2	₹ 8767	(2.1%)	(3.3%)	(3.4%)	(10.9%)	(10.2%)	(12.2%)
EBITDA	$ 23.9	₹ 1743	(5.3%)	(6.4%)		21.0%	21.9%
EBIT	$ 17.8	₹ 1298	(8.9%)	(10.0%)		26.2%	27.2%
PAT	$ 12.4	₹ 905	(7.2%)	(8.3%)		26.6%	27.6%

* Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned.

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About Zensar (www.zensar.com)

Zensar is a digital solutions and technology services company that partners with global organizations across industries to achieve digital transformation. With a strong track record of innovation, investment in digital solutions, and commitment to client success, Zensar’s comprehensive range of services and solutions help clients achieve new thresholds of business performance through client satisfaction, excellence in delivery, and innovation.

Follow Zensar via:

Zensar Blog: http://www.zensar.com/blogs Twitter: https://twitter.com/Zensar LinkedIn: https://www.linkedin.com/company/zensar-technologies Facebook: https://www.facebook.com/Zensar

About RPG Enterprises (www.rpggroup.com)

RPG Enterprises, established in 1979, is one of India's fastest growing business groups with a turnover of US$ 4 Billion. The group has diverse business interests in the areas of Infrastructure, Tires, Pharma, IT and Specialty as well as in emerging innovation led technology businesses.

For any queries please feel free to reach out:

PR Contacts (Global) Aradhana Prabhu Public Relations Zensar Technologies [email protected]

Safe Harbor

Certain statements in this release concerning our future prospects are forward-looking statements which involve a number of underlying identified / non identified risks and uncertainties that could cause actual results to differ materially. This release and other statements – written and oral –that we periodically make contain forwardlooking statements that set out anticipated results based on the management’s plans and assumptions. However the same are subject to risks and uncertainties, including but not limited to, our ability to manage growth; fluctuations in earnings /exchange rates; intense competition in IT services including factors affecting cost advantage; wage increases; ability to attract and retain highly skilled professionals; time and cost overruns on fixed price, fixed-time frame or other contracts; client concentration; restrictions on immigration; our ability to manage international operations; reduced demand for technology in our service offerings; disruptions in telecommunication networks; our ability to successfully complete and integrate acquisitions; liability for damages on our service contracts; government measures in India and countries where our customer operate, withdrawal of governmental fiscal incentives; economic downturn in India, and/or around the world, political instability, legal restrictions on raising capital or acquiring companies; and unauthorized use of intellectual property and general economic conditions affecting the industry.

In addition to the foregoing, global pandemic like COVID-19 may pose an unforeseen, unprecedented, unascertainable and constantly evolving risk(s), inter-alia, to us, our customers, delivery models, vendors, partners, employees, general global operations and may also impact the success of companies in which we have made strategic investments, demand for Company’s offerings and the onshore-offshore-nearshore delivery model.

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any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

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Zensar reports 27.4% YoY growth in PAT for FY21

Financial Highlights:

In Q4FY21, the company reported revenue of $120.2 Mn. For the year FY21, revenue was $494.0 Mn, a decline of 12.7% YoY
In Q4FY21, the company reported a PAT of $12.4 Mn. For FY21, the PAT increased by 27.4% to $47.2 Mn
Digital was 65.9% of the revenue in Q4FY21 and 64.2% for FY21
EBITDA declined sequentially by 5.3% but grew YoY by 21.0% in Q4FY21
The company reported net cash of $166.3 Mn in FY21, 178.4% YoY growth from $59.7 Mn in FY20
The Digital Foundation Services business grew by 6.0% YoY in Q4FY21
Europe region reported sequential growth of 4.7% QoQ and 6.7% YoY in Q4FY21
Emerging services reported a YoY growth of 6.2% in Q4FY21
BFSI business has reported QoQ growth of 2.0% in Banking and 2.2% in Insurance in Q4FY21

*The reported numbers are for core business (excluding TPM business divested in Q3FY21) and adjusted to exclude exceptional item

Significant Wins in Q4FY21:

Digital commerce, testing mandate for a leading American retail store chain
Application maintenance services for a US-based conglomerate having diversified businesses
• Application and development maintenance mandate for a US-based hi-tech company
Digital infrastructure services for an American sports manufacturing company
Application and integration services for a banking group based in Europe
Application and development mandate for a leading UK-based retail chain

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CX-led digital services mandate for an American multinational financial services company
Digital infrastructure services for a global American technology company
Automation services for a South African-based financial services group company
Experience design services for a UK-based media broadcast company
Application development and integration services for a leading South African financial services group

Corporate Excellence Snapshot in Q4FY21:

Zensar has been mentioned as a Disruptor in Avasant Applied AI and Advanced Analytics RadarView 2021
Zensar has been mentioned as Disruptor in Avasant CX and CRM RadarView 2020-2021
Zensar mentioned as an Aspirant in System Integrator (SI) Capabilities on Amazon Web Services (AWS) PEAK Matrix® Assessment 2021
Zensar mentioned as an Aspirant in System Integrator (SI) Capabilities on Microsoft Azure Services PEAK Matrix® Assessment 2021
Zensar has been mentioned as a niche player in Gartner Magic Quadrant for Managed Workplace Services, North America

Awards and Recognitions in Q4FY21:

Zensar wins 2020-21 Cloud Award in the category of Cloud Consultancy/MSP of the Year
Zensar’s The Vinci™ wins at 11[th] Annual Aegis Graham Bell Awards under the AI Powered Innovation for Enterprise category
Recognized for Winning Edge in Digital Transformation Brought by CFO at the annual 11th CFO100 awards virtual ceremony.

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Q4 FY 21 Revenue and profitability snapshot

Particulars	Q4 FY21	Q4 FY21	Growth	Growth	Growth	Growth	Growth	Growth
	USD Mn	INR Mn	Q-o-Q			Y-o-Y
			USD	INR	CC	USD	INR	CC
Revenue	$ 120.2	₹ 8767	(2.1%)	(3.3%)	(3.4%)	(10.9%)	(10.2%)	(12.2%)
EBITDA	$ 23.9	₹ 1743	(5.3%)	(6.4%)		21.0%	21.9%
EBIT	$ 17.8	₹ 1298	(8.9%)	(10.0%)		26.2%	27.2%
PAT	$ 12.4	₹ 905	(7.2%)	(8.3%)		26.6%	27.6%

Performance Highlights

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Revenue (USD Mn)
134.9
125.2 125.8
122.8
120.2
Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
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PAT %
10.9%
10.3%
9.4%
7.7%
7.3%
Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
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EBITDA %
20.6%
19.4% 19.9%
14.6% 14.9%
Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
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Million dollar clients
24 24 23 24 24
10 9 8 8 7
2 2 2 2 2
Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
5M+ 10M+ 20M+
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Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

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Income Statement(USD Mn)	Q4 FY 20 FY 20 Q3 FY 21	Q4 FY21	FY 21

Operating revenue	134.9 566.0 122.8	120.2	494.0
Sequential Growth Year-Over-Year Growth Cost of revenue	-2.2% -2.4% -5.3% 6.8% -10.9% 94.4 405.9 80.3	-2.1% -10.9% 78.3	-12.7% 328.7
Grossprofit	40.5 160.1 42.5	41.9	165.3
Gross profit % of revenue Sequential Growth Year-Over-Year Growth Sales and marketing expenses General and administration expenses Operating expenses % of revenue Other operatingincome	30.0% 28.3% 34.6% 22.6% -2.9% -6.0% 1.0% 28.9% 8.5 36.3 7.7 12.2 52.7 9.6 20.7 89.1 17.3 15.4% 15.7% 14.1% - 0.0 -	34.9% -1.4% 3.7% 5.9 12.1 18.0 15.0% -	33.5% 3.3% 28.2 44.9 73.0 14.8% -
Earnings before interest, tax, depreciation and amortization(EBITDA)	19.7 71.0 25.2	23.9	92.3
EBITDA % of revenue Sequential Growth Year-Over-Year Growth Depreciation and amortisation	14.6% 12.5% 20.6% 109.2% 3.3% -2.0% -5.4% 167.3% 5.6 22.1 5.7	19.9% -5.3% 21.0% 6.1	18.7% 29.9% 23.3
Earnings before interest and tax(EBIT)	14.1 48.9 19.5	17.8	68.9
EBIT % of revenue Sequential Growth Year-Over-Year Growth Interest Exchange Gain/(Loss) Other income	10.5% 8.6% 15.9% 276.9% 4.5% -15.5% -22.0% 422.1% 2.4 8.5 1.8 0.9 6.4 -0.8 1.3 6.1 1.5	14.8% -8.9% 26.2% 1.7 -0.5 1.4	14.0% 40.9% 7.2 -1.5 4.9
Profit before tax	13.9 52.8 18.4	17.0	65.1
% of revenue Sequential Growth Year-Over-Year Growth Provision for taxation	10.3% 9.3% 15.0% 85.5% 12.4% -24.0% -23.2% 145.0% 3.8 14.7 4.9	14.2% -7.5% 22.1% 4.3	13.2% 23.2% 17.0
Profit after tax(before minority interest)	10.1 38.2 13.5	12.7	48.1
% of revenue Minority interest	7.5% 6.7% 11.0% 0.3 1.2 0.2	10.6% 0.3	9.7% 0.9
Profit after tax	9.8 37.0 13.4	12.4	47.2
Profit after tax % of revenue Sequential Growth Year-Over-Year Growth	7.3% 6.5% 10.9% 82.4% 13.3% -23.4% -23.7% 148.8%	10.3% -7.2% 26.6%	9.5% 27.4%

* Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

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Income Statement(INR Mn)	Q4 FY 20 FY 20 Q3 FY 21 Q4 FY21 FY 21

Operating revenue	9,763 40,102 9,065 8,767 36,682
Sequential Growth Year-Over-Year Growth Cost of revenue	-0.6% -3.2% -3.3% -2.7% 8.1% -7.7% -10.2% -8.5% 6,835 28,756 5,925 5,708 24,417
Grossprofit	2,928 11,347 3,140 3,059 12,264
Gross profit % of revenue Sequential Growth Year-Over-Year Growth Sales and marketing expenses General and administration expenses Operating expenses % of revenue Other operatingincome	30.0% 28.3% 34.6% 34.9% 33.4% 24.6% -3.6% -2.6% -3.5% 2.4% 33.6% 4.5% 8.1% 613 2,573 569 431 2,090 886 3,739 708 885 3,332 1,499 6,312 1,277 1,316 5,423 15.4% 15.7% 14.1% 15.0% 14.8% - 2 - - -
Earnings before interest, tax, depreciation and amortization(EBITDA)	1,429 5,037 1,863 1,743 6,841
EBITDA % of revenue Sequential Growth Year-Over-Year Growth Depreciation and amortisation	14.6% 12.6% 20.6% 19.9% 18.7% 112.6% 2.5% -6.4% 0.7% -4.0% 177.1% 21.9% 35.8% 409 1,567 421 445 1,733
Earnings before interest and tax(EBIT)	1,020 3,470 1,442 1,298 5,109
EBIT % of revenue Sequential Growth Year-Over-Year Growth Interest Exchange Gain/(Loss) Other income	10.5% 8.7% 15.9% 14.8% 13.9% 283.0% 3.7% -10.0% -13.3% -20.8% 441.1% 27.2% 47.2% 172 605 130 122 535 67 449 -59 -38 -112 94 435 107 104 367
Profit before tax	1,010 3,749 1,360 1,242 4,828
% of revenue Sequential Growth Year-Over-Year Growth Provision for taxation	10.3% 9.3% 15.0% 14.2% 13.2% 88.6% 11.5% -8.7% -22.0% -21.9% 154.0% 23.0% 28.8% 275 1,038 360 314 1,262
Profit after tax(before minority interest)	734 2,711 999 928 3,566
% of revenue Minorityinterest	7.5% 6.8% 11.0% 10.6% 9.7% 25 82 13 23 70
Profit after tax	709 2,629 987 905 3,497
Profit after tax % of revenue Sequential Growth Year-Over-Year Growth	7.3% 6.6% 10.9% 10.3% 9.5% 85.4% 12.3% -8.3% -21.4% -22.4% 157.9% 27.6% 33.0%

* Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

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	Other Metrics	Q4 FY 20 FY 20 Q3 FY 21 Q4 FY21 FY 21
	Revenue by Service Offering (as % of Revenue) Digital & Application Services (DAS) Digital Services Core Application Services Digital Foundation Services (DFS) Cloud, Digital Led next gen CIS Core Infrastructure Services *Total Digital Services*	87.3% 87.5% 84.9% 84.9% 85.0% 52.3% 47.6% 55.0% 55.9% 54.5% 35.0% 39.9% 29.9% 29.0% 30.5% 12.7% 12.5% 15.1% 15.1% 15.0% 7.3% 6.9% 10.0% 10.0% 9.7% 5.4% 5.6% 5.1% 5.1% 5.3% 59.6% *54.5%* *65.0%* *65.9%* *64.2%*
	Revenue by Industry (as % of Revenue) Hi-Tech Mfg Consumer Services Insurance Banking Emerging	41.3% 40.3% 39.6% 39.1% 41.9% 11.8% 12.5% 12.3% 12.4% 12.2% 15.0% 15.9% 15.3% 15.3% 14.2% 20.3% 20.2% 19.3% 20.2% 19.8% 9.1% 8.0% 9.6% 10.0% 9.1% 2.5% 3.2% 3.9% 3.0% 2.8%
	Revenue by Geographical Segment (as % of Revenue) US Europe Africa	73.2% 73.6% 70.3% 69.6% 72.1% 15.6% 15.9% 17.4% 18.6% 16.7% 11.3% 10.5% 12.3% 11.8% 11.3%
	Revenue by Project Type (as % of Revenue) Fixed Price Time & Materials	58.8% 56.8% 61.4% 61.5% 60.8% 41.2% 43.2% 38.6% 38.5% 39.2%
	Constant Currency Operating revenue (Constant Currency mn) Sequential Growth Year-Over-Year Growth Constant Currency Growth by Industry (QoQ %) Hi-Tech Mfg Consumer Services Insurance Banking Emerging	135.5 573.3 121.2 118.6 497.9 -1.7% 8.2% -3.7% -3.4% -12.0% -4.0% 8.2% -10.6% -12.2% -12.0% -1.3% 10.8% -10.6% -3.8% -8.9% -11.7% 12.6% 0.0% -2.1% -15.4% 6.1% -19.1% 6.2% -3.8% -21.6% -3.5% 10.7% -8.7% 0.1% -12.6% 5.6% 46.7% 1.3% -2.7% 2.1% -8.7% 25.0% 78.9% -23.8% -22.2%

* Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

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	Other Metrics	Q4 FY 20 FY 20 Q3 FY 21 Q4 FY21 FY 21
	Client Data Number of million dollar Clients (LTM Revenue) 1 Million dollar + 5 Million dollar + 10 Million dollar + 20 Million dollar + Revenue from top clients Revenue- top 5 clients Revenue- top 10 clients Revenue- top 20 clients	Q3 FY 19 FY 18 Q3 FY 19 Q2 FY 19 Q3 FY 19 82 82 83 78 78 24 24 24 24 24 10 10 8 7 7 2 2 2 2 2 39.6% 38.8% 37.8% 37.0% 38.8% 49.0% 49.7% 47.8% 48.0% 50.0% 62.9% 63.8% 61.9% 63.0% 63.7% 138 138 134 134 134

	Number of active clients

	Onsite: Offshore (as % of Revenue) Revenue mix Onsite Offshore Utilization Utilization (excluding Trainees) Employee data Headcount Technical - Onsite Technical - Offshore	62.8% 65.2% 57.2% 56.6% 59.4% 37.2% 34.8% 42.8% 43.4% 40.6% 83.5% 83.5% 80.1% 81.3% 81.3% 9,452 9,452 8,809 9,111 9,111 2,258 2,258 1,811 1,820 1,820 6,119 6,119 6,071 6,338 6,338 471 3,330 991 1,332 2,946 30.3% 30.3% 30.8% 30.1% 30.1%
	Gross employees added during the period

	% of women employees
	Attrition	16.3% 16.3% 12.9% 14.8% 14.8%

* Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

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	Other Metrics	Q4 FY 20 FY 20 Q3 FY21 Q4 FY21 FY 21
	Exchange Rates Rupee Dollar Rate Period Closing Rate Period Average Rate Accounts receivables (in days) Billed Unbilled	75.7 75.7 73.1 73.1 73.1 72.4 70.9 73.8 72.9 74.2 51 51 48 51 51 35 35 25 26 26
	Total	86 86 73 77 77
	Cash and Cash Equivalents (USD mn) ** Balances with Banks:	68.3 68.3 99.1 95.6 95.6
	Investment in Mutual Funds Debt (USD mn) * Total Outstanding Hedges (In USD) Capex (USD Mn) ***	35.3 35.3 61.1 70.7 70.7 43.8 43.8 - - - 163.1 163.1 120.6 122.3 122.3 2.3 11.0 1.0 0.3 5.3

** Not adjusted for TPM
Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

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About Zensar (www.zensar.com)

Follow Zensar via:

Zensar Blog: http://www.zensar.com/blogs Twitter: https://twitter.com/Zensar LinkedIn: https://www.linkedin.com/company/zensar-technologies Facebook: https://www.facebook.com/Zensar

About RPG Enterprises (www.rpggroup.com)

RPG Enterprises, established in 1979, is one of India's fastest growing business groups with a turnover of US$ 4 Billion. The group has diverse business interests in the areas of Infrastructure, Tyres, Pharma, IT and Specialty as well as in emerging innovation led technology businesses.

For any queries please feel free to reach out:

PR Contacts (Global) Aradhana Prabhu Public Relations Zensar Technologies [email protected]

Safe Harbor

The results of these assumptions made relying on available internal and external information are the basis for determining the carrying values of certain assets and liabilities. Since the factors underlying these assumptions are subject to change over time, the estimates on which they are based, are also subject to change accordingly. These forward-looking statements represent only the Company’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no

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obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

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Zensar Technologies

Analyst Presentation Q4 and FY21 Quarter and Year Ending March 31, 2021

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www.zensar.com | © Zensar Technologies 2021

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Safe Harbor

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Certain statements in this release concerning our future prospects are forward-looking statements which involve a number of underlying identified/non identified risks and uncertainties that could cause actual results to differ materially. This release and other statements – written and oral – that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. However the same are subject to risks and uncertainties, including but not limited to, our ability to manage growth; fluctuations in earnings/exchange rates; intense competition in IT services including factors affecting cost advantage; wage increases; ability to attract and retain highly skilled professionals; time and cost overruns on fixed price, fixed-time frame or other contracts; client concentration; restrictions on immigration; our ability to manage international operations; reduced demand for technology in our service offerings; disruptions in telecommunication networks; our ability to successfully complete and integrate acquisitions; liability for damages on our service contracts; government measures in India and countries where our customer operate, withdrawal of governmental fiscal incentives; economic downturn in India, and/or around the world, political instability, legal restrictions on raising capital or acquiring companies; and unauthorized use of intellectual property and general economic conditions affecting the industry. In addition to the foregoing, global pandemic like COVID-19 may pose an unforeseen, unprecedented, unascertainable and constantly evolving risk(s), inter-alia, to us, our customers, delivery models, vendors, partners, employees, general global operations and may also impact the success of companies in which we have made strategic investments, demand for Company’s offerings and the onshore-offshore-nearshore delivery model.

www.zensar.com | © Zensar Technologies 2021

Zensar Snapshot

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Part of USD 4B RPG Group

& An APAX Partners Portfolio Company Listed on NSE for 58 years

24 Global Locations Offices located in India, USA, UK, Europe and Africa

Serving clients across

3 regions

3 verticals

USA 1. HTM 2. UK & EU 2. BFSI 3. Africa 3. Consumer services

EBITDA Margin

USD Net Cash (as of Q4 FY21) DSO at 77 Days

USD Revenue FY21 494MM

166.3M

Significant margin FY21 494MM improvement in FY21 18.7% 64.2% Digital 29.9% growth from FY20 Revenue in FY21 Net Profit at 9.5% in FY21 TCV Deals Won FY21 625M Multiple new logo wins 302 across verticals 9000+

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Associates 302 QoQ Net headcount growth 30.1% Women Associates

9000+

Zensar has 1000+ associates in Hyderabad

*Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

www.zensar.com | © Zensar Technologies 2021

Financial Updates

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www.zensar.com | © Zensar Technologies 2021

29-04-2021

FY 21 Snapshot

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USD 494.0M
33.5%
Revenue , down 12.7% YoY Gross Margin , up 520 bps YoY
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18.7%
EBITDA , up 620 bps YoY
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9.5%
PAT , up 300 bps YoY
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Revenue by vertical
Emerging
2.8%
Banking
9.1%
Insurance
41.9%
19.8%
Hi Tech
14.2%
Mfg.
Consumer
12.2%
Services
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Revenue by geo
SA
11.2%
16.7%
Europe
US
72.1%
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Revenue by service line

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Digital Foundation
Services (DFS)
15.0%
Digital & Application
Services (DAS)
85.0%
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*Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

www.zensar.com | © Zensar Technologies 2021

Key financials (1/2)

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Revenue
566.0
530.0
494.0
437.2
FY 18 FY 19 FY 20 FY 21
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Gross Margin %
33.5
30.3 29.9
28.3
FY 18 FY 19 FY 20 FY 21
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EBITDA %
18.7
14.2
13.1
12.5
FY 18 FY 19 FY 20 FY 21
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PAT %
9.5
9.2
8.5
6.5
FY 18 FY 19 FY 20 FY 21
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*Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

www.zensar.com | © Zensar Technologies 2021

Key financials (2/2)

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Revenue
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134.9
125.2 125.8 122.8 120.2
Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
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Gross Margin %

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34.8 34.6 34.9
30 29.6
Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
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EBITDA %
20.6
19.4 19.9
14.6 14.9
Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
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PAT %
10.9
10.3
9.4
7.7
7.3
Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
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*Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

www.zensar.com | © Zensar Technologies 2021

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Revenue and EBITDA walk

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Revenue walk
(in USD M terms)
Revenue mix
Q3FY21 Exchange impact and volume Hi-tech impact Q4FY21
1.3% (1.5%)
(1.9%)
-0.8%
EBITDA walk
(in % of rev terms)
Exchange Volume and Salary increment Exchange
Q3FY21 SG&A Q4FY21
impact utilization offset by direct impact
USD 25.2M -0.7M USD 23.7M
0.8M -0.1M cost optimization -0.2M
-1.3M
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*Numbers presented above are adjusted to exclude TPM business performance and adjusted for exceptional items unless otherwise mentioned

www.zensar.com | © Zensar Technologies 2021

Client metrics

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Million+ dollar clients (LTM)

FY19 FY20 FY21 20 Mn Dollar+ 2 2 2 10 Mn Dollar+ 9 10 7 5 Mn Dollar+ 19 24 24 Revenue mix (% of total revenue) FY19 FY20 FY21 Top 5 Clients 38.3% 38.8% 38.8% Top 10 Clients 47.9% 49.7% 50.0% Top 20 Clients 59.2% 63.8% 63.7%

*Numbers presented above are adjusted to exclude TPM business performance

www.zensar.com | © Zensar Technologies 2021

Key wins in FY21

Strategic partnership with a leading UK based insurance firm to transform business technology

Redefining Warehouse Management for a Global Fortune 500 leader in the Retail Segment

Digital convergence mandate for a US based multinational technology conglomerate

Innovative solution focused on automation & self-service for a leading software cloud company

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Employee experience centric solution for a Fortune 500 drug retailer in the US

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End-to end business function support partner
for a Fortune 500 product manufacturing
company
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www.zensar.com | © Zensar Technologies 2021

Awards and Recognitions

Recognized as Star Performer and Major Contender in Everest Group’s Application and Digital Services in Life and Annuities PEAK Matrix® Assessment 2021

Recognized as Disruptor in Applied AI and Advanced Analytics RadarView 2021

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Recognized as an Aspirant in System Integrator (SI) Capabilities on Amazon Web Services and Microsoft Azure Services PEAK Matrix® Assessment 2021

Recognized as Disruptor in CX and CRM RadarView 2020-2021

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Winner 2021

Winner 2021

Winning Edge in Digital Transformation brought by CFO

Winner in the Cloud Consultancy/MSP of the year

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Recognized as a niche player in 2020 Gartner Magic Quadrant for Data Center Outsourcing and Hybrid Infrastructure Managed Services, North America

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Mentioned in Gartner Digital Commerce Vendor Guide, 2020

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Winner 2021

Zensar’s The Vinci™ wins under the AI Powered Innovation for Enterprise category

Strategy Update

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The Journey So Far

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Pre 2016 Core building years

2016-2017 Digital Self-Transformation

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Self-Transformation

Pre-Transformation

Acquired Foolproof and Keystone
Business was primarily focused on setting up foundational capabilities
Focus on core and identified noncore business for divestiture
Competency around Oracle suite was the largest driver for business
Started new-age Innovation Center “ZenLabs” for transformations in future technology
Acquired Professional Access (Oracle ATG/e-commerce)
100% internal processes digitized through mobile-based platforms

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2018-2019 Digital Competency & Business Expansion

2020-2021 Strengthening Fundamentals

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Post-COVID actions

Focus on Core, Digital

Margin recovery at 18.7% in FY21; Free Cash flow on sustainable track
Internal digitization of firm – becoming 100% digital
GTM revamp: Focused on select customers large deals (> USD 30M); Focus on mining of 5mn accounts
100% WFH implemented. 500+ associates onboarded in WFA
Major focus on reskilling and upskilling of associates
Acquired Cynosure & Indigo Slate
Divested non-core RoW business in Jan 2019
Divested MVS business and Aquila to focus on core business

Aligning to the future

Market Trends

2021 & BEYOND: DIGITAL

Business

New-age digital-native competition
@ with high speed-to-market
CIO/CDO/CMO driving tech spend

VELOCITY & SCALE

Margin compression

Technology

Accelerated adoption of Cloud, Big Data and Digital Platforms
Digital transformation focusing on enterprise core

Talent

High demand leading to shortage of digital & engineering skills

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Five Strategic Growth Opportunities

Imperatives for Zensar

Provide product and experience design services, and focus on experience-led engineering services

Experience Services

Drive speed and efficiency for clients

Advanced Engineering Services Data Engineering & Analytics

Provide high-resolution services in experience-to-engineering-toinfrastructure
Expand capabilities with hyperscalers

Application Services Foundation Services

Skills transformation
Work from anywhere

Operationalizing Strategy

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Five Strategic Growth Opportunities (SGOs)

Broad areas of market opportunity that we will focus on and organize company resources, investments and alliances around for maximum business impact


	Experience Services		Advanced Engineering Services		Data &	Engineering Analytics		Application Services		Foundation Services

Playbooks

Each SGO comprises of multiple playbooks. Playbooks act as service propositions and solutions targeted towards specific market opportunities and/or customer needs to act as primary tools for goto-market and to drive customer value-propositions.

Pillars of strategy

Organization Transformation for growth

Partnerships with leading product and platform companies

Talent transformation around experience, SGO driven M&A cloud engineering and data

…overlay on vertical and geography

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Banking, Financial Consumer Hi-tech & Services & Services Manufacturing Insurance Experience Services Advanced Engineering Services Microvertical focus: Domain Focus: Invest in HTM Capital Markets, Digital Supply industry aligned Data engineering and Analytics Fintech, Chain, solution Payments, Retail eCommerce, frameworks with Banking, P&C, OMS/WMS hyperscalers Application Services L&A

Foundation Services

Cutting across US, Europe and South Africa

Vertical specific product and platform partnerships

Strategic partnerships to drive growth

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Key Platform Relationships to drive CX, Software Engineering, Cloud & Data Relationships

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Key SaaS Relationships to drive Enterprise Applications Transformation

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List of partnerships not exhaustive

Zensar’s COVID-19 Response

Associate Wellness

Use of in-house digital platform to enable wellness and ensure swift response from global Emergency Response Teams

Employees being supported with COVID testing, vaccination, and medical assistance

Societal Impact

Over the past year, Zensar through RPG Foundation has been involved in distributing 1.1 lakh cooked meals, distributing rations in Pune

Donated PPE kits and masks to Pune and Hyderabad Municipal Corp. Organized volunteering activities for COVID-19 and vaccination awareness

Delivery Assurance

Identification of backup information for all critical resources within delivery organization to ensure business/service continuity in case of any exigencies

Continued proactive support and client communication

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RPG Overview

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RPG group key financials

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FY16-20 Gross Total Income (Rs Cr.)
CAGR: 6.4%
24,682
23,833
21,766
20,052
19,271
FY16 FY17 FY18 FY19 FY20
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Net Worth ROE ROCE
8,441
7,775
6,925
6,066
5,260
16.7% 16.2% 14.9% 14.1% 10.7%
11.6% 12.3% 12.0% 11.0%
13.2%
FY16 FY17 FY18 FY19 FY20
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FY16-20 CAGR: EBITDA 6.5% PAT 6.0%

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EBITDA PAT
2,594
2,423
2,218
2,014 2,045
980 1,031 1,099 1,111
879
FY16 FY17 FY18 FY19 FY20
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Market Cap

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24,689
10,550
6,188
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Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21

Note:

1) ROCE is calculated by taking EBIT*(1-ETR) divided by Capital Employed 2) ROE is calculated by taking PAT divided by Net-worth 3) Market Cap updated till 31[st] March, 2021

Group CEAT KEC ZENSAR

Stock Price and shareholding pattern

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Share Price in Rs. Total Volume

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350 5,000,000
300
4,000,000
250
200 3,000,000
150
2,000,000
100
1,000,000
50
- -
Apr-20 May-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21
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Equity Share Information:

Shareholding Pattern (as on 31[st] March 2021):

Share Price (31[th] March 2021): INR 274.25/share
Market Cap (31[th] March 2021):INR 6,187.64 Crs
Financial Year: April to March
Face Value: INR 2 / share
Listed on Indian Stock Exchanges:
a) Bombay Stock Exchange (code: 504067)
b) National Stock Exchange (code: ZENSARTECH)
Bloomberg Code: ZENT.IN

12.0% 16.0% 49.2% 22.8% Promoter Apax Partners FPIs DIIs/ Others

Reuters Code: ZENT.BOx

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Thank You

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AI assistant

Zensar Technologies Ltd. — Annual Report 2021

61559_rns_2021-04-29_a6e04ce9-f9d0-47a2-a9f0-eab1e5cd15ec.pdf

Financial Results:

Final Dividend:

Press Release:

For Zensar Technologies Limited

Encl. As above

INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF ZENSAR TECHNOLOGIES LIMITED

Opinion and Conclusion

(a) Opinion on Annual Standalone Financial Results

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31, 2021

Basis for Opinion on the Audited Standalone Financial Results for the year ended March 31, 2021

Management’s Responsibilities for the Statement

Auditor’s Responsibilities

(a) Audit of the Standalone Financial Results for the year ended March 31, 2021

(b) Review of the Standalone Financial Results for the quarter ended March 31, 2021

Other Matters

Statement of Assets & Liabilities

Zensar Technologies Limited Standalone Statement of Cash Flows

INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF ZENSAR TECHNOLOGIES LIMITED

Opinion and Conclusion

(a) Opinion on Annual Consolidated Financial Results

(b) Conclusion on Unaudited Consolidated Financial Results for the quarter ended March 31, 2021

Basis for Opinion on the Audited Consolidated Financial Results for the year ended March 31, 2021

Management’s Responsibilities for the Statement

Auditor’s Responsibilities

(a) Audit of the Consolidated Financial Results for the year ended March 31, 2021

(b) Review of the Consolidated Financial Results for the quarter ended March 31, 2021

Other Matters

Annexure to Auditor’s Report

List of Entities:

Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India CIN: L72200PN1963PLC012621 Statement of Consolidated Results for the Quarter and Year ended March 31, 2021

Notes :

Zensar Technologies Limited Consolidated Statement of Cash Flows

Zensar reports 27.4% YoY growth in PAT for FY21

Financial Highlights:

Significant Wins in Q4FY21:

Corporate Excellence Snapshot in Q4FY21:

Awards and Recognitions in Q4FY21:

Q4 FY 21 Revenue and profitability snapshot

About Zensar (www.zensar.com)

Follow Zensar via:

About RPG Enterprises (www.rpggroup.com)

For any queries please feel free to reach out:

Safe Harbor

Zensar reports 27.4% YoY growth in PAT for FY21

Financial Highlights:

Significant Wins in Q4FY21:

Corporate Excellence Snapshot in Q4FY21:

Awards and Recognitions in Q4FY21:

Q4 FY 21 Revenue and profitability snapshot

Performance Highlights

About Zensar (www.zensar.com)

Follow Zensar via:

About RPG Enterprises (www.rpggroup.com)

For any queries please feel free to reach out:

Safe Harbor

Zensar Technologies

Safe Harbor

Zensar Snapshot

Part of USD 4B RPG Group

Serving clients across

3 regions

3 verticals

EBITDA Margin

Financial Updates

FY 21 Snapshot

Revenue by service line

Key financials (1/2)

Key financials (2/2)

Gross Margin %

Revenue and EBITDA walk

Client metrics

Million+ dollar clients (LTM)

Key wins in FY21

Awards and Recognitions

Winner 2021

Zensar Technologies Ltd. Annual Report 2021