Zensar Technologies Ltd. — Board/Management Information 2021

Dec 10, 2021

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Date: December 10, 2021

BSE Limited

Corporate Service Department, 01[st] Floor, P. J. Towers, Dalal Street, Mumbai 400 001

Fax: (022) 2272 2039/2272 3121

The National Stock Exchange of India Ltd. Exchange Plaza, 03[rd] floor, Plot No. C/1, ‘G’ block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Fax: (022) 26598237/26598238

Scrip ID: ZENSARTECH Scrip Code: 504067

Symbol: ZENSARTECH Series: EQ

Dear Sir/Madam,

- Subject: Disclosure inter alia, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

This is to inform you that the Board of Directors of the Company (‘Board’), has inter-alia, approved mutual termination of the Investment Agreement (‘Agreement’) dated October 29, 2015 entered between Marina Holdco (FPI) Limited (‘Marina’) and the Company.

Following therefrom, Mr. Shashank Singh (DIN: 02826978), non-executive director, who was a nominee of Marina on the Board, has resigned from the Board and its committees, pursuant to the termination of the Agreement, and shall cease to hold office of director effective from close of business hours on December 10, 2021.

The relevant details in the prescribed format under Regulation 30 and Part A of Schedule III of Listing Regulations read along with SEBI circular dated September 9, 2015, as attached, form an integral part of this disclosure and be read in conjunction with the same.

This is for your information and records.

Thanking you,

Yours faithfully, For Zensar Technologies Limited Gaurav Tongia Company Secretary

Encl. as above

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CIN: L72200PN1963PLCO12621 +(20) 6607 4000, 2700 4000 +(20) 6605 7888

www.zensar.com investor@zensar.com

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

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Termination of Investment Agreement

[Regulation 30 read with Para A of Part A of Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Sl. No.	Disclosure Requirement	Details /Reason for not providing information
1.	Name(s) of Parties with whom the agreement was entered.	Marina Holdco (FPI) Limited (‘Marina’)
2.	Purpose of entering into agreement	The Investment Agreement was entered into on October 29, 2015 upon acquisition of equity shares of the Company by Marina. The said agreement has now been terminated since Marina ceased to hold equity shares in the Company.
3.	Shareholding, if any, in the entity with whom the agreement is executed	Not Applicable as this is an intimation about termination of the Agreement.
4.	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.
5.	whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship;
6.	whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”;
7.	in case of issuance of shares to the parties, details of issue price, class of shares issued;
8.	any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arisingout of such agreements,etc;	With the termination of aforesaid Agreement, Mr. Shashank Singh (DIN: 02826978), who is a non-executive director, and a nominee of Marina on the board of directors of the Company,shall cease to be a director with

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

CIN: L72200PN1963PLCO12621 +(20) 6607 4000, 2700 4000

www.zensar.com investor@zensar.com

+(20) 6605 7888

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effect from close of business hours on December 10, 2021.

1. in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s):

2. a. name of parties to the agreement 1. Marina Holdco (FPI) Limited 2. Zensar Technologies Limited (‘Company’)

3. b. nature of the agreement Investment Agreement c. date of execution of the agreement The deed of termination has been executed by the Company on December 10, 2021

4. d. details of amendment and impact Mutual consent for termination by the parties thereof or reasons of termination to the Investment Agreement since Marina does not hold any shares in the Company.

5. and impact thereof

The rights and obligations of the parties under the Investment Agreement have ceased to exist.

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www.zensar.com investor@zensar.com

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

CIN: L72200PN1963PLCO12621 +(20) 6607 4000, 2700 4000

+(20) 6605 7888

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Change in Director

[Regulation 30 read with Para A of Part A of Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Sr. No		Particulars	Particulars	Disclosure
1.		Reason for change viz. ~~appointment,~~ resignation, ~~removal, death or otherwise;~~		Mr. Shashank Singh (DIN: 02826978), who is a non-executive director, and a nominee of Marina on the board of directors of the Company pursuant to Investment Agreement dated October 29, 2015, has resigned upon termination of the said agreement, and shall cease to be a Director w.e.f. close of business hours on December 10, 2021.
2.		Date of ~~appointment~~ ~~/c~~essation~~(as applicable)~~ ~~and terms of appointment~~		Close of business hours on December 10, 2021
3.		Brief profile (in case of appointment)		Not Applicable
4.		Disclosure of relationships between directors (in case of appointment of a director)

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

CIN: L72200PN1963PLCO12621 +(20) 6607 4000, 2700 4000 +(20) 6605 7888

www.zensar.com investor@zensar.com