Zensar Technologies Ltd. — Audit Report / Information 2021

May 28, 2021

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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: May 27, 2021

BSE Limited

Corporate Service Department, 1[st] Floor, P. J. Towers, Dalal Street, Mumbai 400 001

Fax: (022) 2272 2039/2272 3121

Scrip ID: ZENSARTECH Scrip Code: 504067

The National Stock Exchange of India Ltd.

Exchange Plaza, 3rd floor, Plot No. C/1, ‘G’ block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Fax: (022) 26598237/26598238

Symbol: ZENSARTECH Series: EQ

Subject: Annual Secretarial Compliance Report for the year ended March 31, 2021 pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No CIR/CFD/CMD1/27/2019 dated February 8, 2019, please find enclosed Annual Secretarial Compliance Report for the year ended March 31, 2021.

Request you to take the same on your records.

Thanking you, Yours sincerely,

For Zensar Technologies Limited

Gaurav Tongia Company Secretary

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Encl: As above

www.zensar.com

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Secretarial compliance report of Zensar Technologies Limited for the year ended March 31, 2021

To,

Zensar Technologies Limited

Zensar Knowledge Park, Kharadi, Plot No.4 MIDC Off Nagar Road, Pune 411014

We SVD & Associates have examined:

• a) all the documents and records made available to us, by way of email in view of the prevailing pandemic situation of COVID -19 and explanation provided by Zensar Technologies Limited (“the listed entity”),

• b) the filings/ submissions made by the listed entity to the stock exchanges,

• c) the website of the listed entity,

• d) other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended March 31, 2021 (“Review Period”) in respect of compliance with the provisions of:

• a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

• b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

• a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018; (Not applicable to the listed entity during the Review Period);

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• c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• d) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (Not applicable to the listed entity during the Review Period) ;

• e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

• f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the listed entity during the Review Period) ;

• g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013 (Not applicable to the listed entity during the Review Period);

• h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• i) Securities and Exchange Board of India (Depositories and Participant Regulation), 2018 ;

• j) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client ;

and circulars/ guidelines issued thereunder;

And based on the above examination, we hereby report that, during the Review Period:

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-

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Sr. Compliance Requirement Deviations Observations/
No. (Regulations / circulars /guidelines Remarks of the
including specific clause) Practicing
Company
Secretary
- Nil Nil Nil
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• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from our examination of those records.

• (c) The listed entity has suitably included the conditions as mentioned in Para 6(A) and 6(B) of the SEBI Circular CIR/CFD/CMD1/114/2019, dated October 18, 2019 in the terms of appointment of statutory auditor of the listed entity.

• (d) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

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Sr. Action taken by Details of violation Details of action Observations/
No. taken E.g. fines, remarks of the
warning letter, Practicing Company
debarment, etc. Secretary, if any
- Nil Nil Nil Nil
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• (e) The listed entity has taken the following actions to comply with the observations made in previous reports:

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Sr. Observations of the Observations made in Actions taken by Comments of the
No. Practicing Company the secretarial the listed entity, Practicing
Secretary in the compliance report for if any Company
previous reports the year ended (The Secretary on the
years are to be actions taken by
mentioned) the listed entity
- Nil Nil Nil Nil
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For SVD & Associates Company Secretaries SRIDHAR GOPALKRISHNA MUDALIAR

Digitally signed by SRIDHAR GOPALKRISHNA MUDALIAR DN: c=IN, st=Maharashtra, 2.5.4.20=2cd4d8f0fdfe152332dcc835495f11dfa50ab58ce9e734 ac455cd69a79471c98, postalCode=411016, street=22 A HANUMAN NAGAR S B ROAD MODEL COLONY, serialNumber=b32091f2aa3c68ade34d21572e09069eafa25eebc e75f3d02b800f8ae22c45bb, o=Personal, cn=SRIDHAR GOPALKRISHNA MUDALIAR, pseudonym=00bd8865b7de001eace3004ba5fbf791 Date: 2021.04.29 12:03:12 +05'30'

Sridhar Mudaliar Partner FCS No: 6156 CP No :2664 UDIN: F006156C000196676

Place: Pune Date: April 29,2021

Note:

We have relied on the documents and evidences provided by electronic mode, in view of prevailing pandemic situation of Covid-19, for the purpose of issuing this report.

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