Zensar Technologies Ltd. — Regulatory Filings 2021

May 27, 2021

==> picture [86 x 26] intentionally omitted <==

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 26, 2021

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

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) 2272 2039/2272 3121

Fax: (022) 26598237/26598238

Scrip ID: ZENSARTECH Scrip Code: 504067

Symbol: ZENSARTECH Series: EQ

Subject: Disclosure of Related Party Transactions pursuant to Regulation 23(9) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 23(9) of Listing Regulations, please find enclosed disclosure of Related Party Transactions, on a consolidated basis, for the period ended March 31, 2021.

The above document is available on the Company's website www.zensar.com.

Request you to take the same on your records.

Thanking you, Yours sincerely,

For Zensar Technologies Limited

Gaurav Tongia Company Secretary

==> picture [60 x 64] intentionally omitted <==

Encl: As above

==> picture [86 x 26] intentionally omitted <==

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

Related Party Disclosure

A. List of related parties

(i) Aquila Technology Corporation Disposed off during the year (ii) Other related parties with whom transactions have taken place during the current and previous year (a) Key Management Personnel H.V Goenka Chairman Ajay Singh Bhutoria Chief Executive Officer and Managing Director W.e.f January 12, 2021 Sandeep Kishore Managing Director and Chief Executive Officer Upto January 11, 2021 Navneet Khandelwal Chief Financial Officer Gaurav Tongia Company Secretary A.T. Vaswani Non-Executive Director Arvind Agrawal Non-Executive Director Venkatesh Kasturirangan Non-Executive Director Sudip Nandy Non-Executive Director Upto August 7, 2019 Shashank Singh Non-Executive Director Ben Druskin Non-Executive Director Ketan Dalal Non-Executive Director Tanuja Randery Non-Executive Director Upto May 31, 2019 Harsh Mariwala Non-Executive Director Anant Goenka Non-Executive Director W.e.f January 21, 2019 Radha Rajappa Non-Executive Director W.e.f August 6, 2019 (b) Entities where Key management personnel either have significant influence or are members of key management personnel of that entity: RPG Enterprises Harrisons Malayalam Limited KEC International Limited Raychem RPG Limited RPG Life Sciences Limited RPG Art Foundation CEAT Speciality Tyres Limited (merged with CEAT Limited w.e.f. September 1, 2020) RPG Foundation Zensar Foundation CEAT Limited Rainetree Capital, LLC Katalyst Advisors LLP (c) Entities which have the ability to exercise influence / significant influence over the company: Swallow Associates LLP Summit Securities Limited Marina Holdco (FPI) Ltd. Instant Holdings Limited Sofreal Mercantrade Private Limited

==> picture [60 x 64] intentionally omitted <==

==> picture [86 x 26] intentionally omitted <==

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

• Other Promoter / Promoter Group entities (shareholding individually less than 1%)

• (d) Post employment benefit plans#:

Zensar PF Trust

Zensar Gratuity trust Zensar Superannuation Trust # refer note on employee benefits for information on transactions with post-retirement plans mentioned above

B. Transactions along with outstanding balances with the related parties:

	Particulars	Transactions during year ended	Transactions during year ended	Amount outstanding as at	Amount outstanding as at
		March 31, 2021	March 31, 2020	March 31, 2021 Receivable / (Payable)	March 31, 2020 Receivable / (Payable)
A.	Revenue from rendering services
(i)	RPG Life Sciences Limited	-	1	5	5
(ii)	RPG Enterprises	6	552	-	2
(iii)	Harrisons Malayalam Limited	-	-	5	5
	Total- Revenue from rendering services	6	553	10	12
B.	Other Income / (expenses)
(i)	CEAT Limited	8	8	14	5
(ii)	RPG Enterprises	(1,602)	(1,995)	(131)	(209)
(iii)	Katalyst Advisors LLP	(19)	(6)	(4)	-
(iv)	Rainetree Capital,LLC	(46)	(88)	-	-
	Total- Other Income/ (expenses)	(1,659)	(2,081)	(121)	(204)
C.	Reimbursements to /(by) the company [net]
(i)	Aquila Technology Corporation	-	6	-	24
(ii)	Raychem RPG Limited	-	1	-	1
(iii)	Harrisons Malayalam Limited	(1)	(1)	-	-
(iv)	SudipNandy	-	(1)	-	-
(v)	Ben Druskin	(0)	(11)	-	-
(vi)	Venkatesh Kasturirangan	-	(3)	-	-
	Total - Reimbursements to /(by) the company [net]	(1)	(9)	-	25
D.	Dividend on Equity Shares Paid
(i)	Swallow Associates LLP	727	2,786	-	-
(ii)	Summit Securities Limited	300	1,142	-	-
(iii)	Instant Holdings Limited	229	865	-	-
(iv)	Sofreal Mercantrade Private Limited	70	266	-	-
(v)	H.V Goenka	2	7	-	-
(vi)	Anant Goenka	-	0	-	-

==> picture [52 x 56] intentionally omitted <==

==> picture [86 x 26] intentionally omitted <==

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

	Particulars	Transactions during year ended	Transactions during year ended	Amount outstanding as at	Amount outstanding as at
		March 31, 2021	March 31, 2020	March 31, 2021 Receivable / (Payable)	March 31, 2020 Receivable / (Payable)
(vii)	A.T. Vaswani	1	2	-	-
(viii)	Harsh Mariwala	0	1	-	-
(ix)	Marina Holdco(FPI)Ltd.	618	2,369	-	-
(x)	Other Promoter/Promoter Groupentities	6	15	-	-
	Total - Dividend on Equity Sharespaid	1,953	7,453	-	-
E.	Donations
(i)	RPG Foundation	829	530	-	-
(ii)	Zensar Foundation	-	63	-	-
	Total – Donations	829	593	-	-
F	Directors Fees and Commissionpaid**
(i)	H.V Goenka	9	230	(295)	-
(ii)	A.T. Vaswani	26	18	(10)	(8)
(iii)	Arvind Agrawal	26	15	(10)	(8)
(iv)	Venkatesh Kasturirangan	20	12	(10)	(8)
(v)	Sudip Nandy	3	11	-	(4)
(vi)	Shashank Singh ##	21	16	(10)	(8)
(vii)	Ben Druskin	9	5	-	-
(viii)	Ketan Dalal	22	14	(10)	(8)
(ix)	Tanuja Randrey	1	8	-	(1)
(x)	Harsh Mariwala	17	11	(10)	(8)
(xi)	Anant Goenka	16	7	(10)	(8)
(xii)	Radha Rajappa	15	4	(10)	(6)
	Total - Directors Fees and Commission paid	186	351	(375)	(67)

==> picture [61 x 65] intentionally omitted <==

==> picture [86 x 26] intentionally omitted <==

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

G	Compensation of Key management personnel #	Ajay Singh Bhutoria@	Sandeep Kishore^	Gaurav Tongia	Navneet Khandelwal
	Short Term Benefits	651 [N.A.]	2,279 [1,000]	60 [57]	177 [151]
	Post-Employment Benefits	10 [N.A.]	12 [2]	2 [2]	6 [6]
	Long-term Employee benefits	- [N.A.]	- [-]	- [-]	- [-]
	Perquisites value of Employee Stock options	- [N.A.]	- [-]	- [-]	- [-]
	Total -Compensation of Key managementpersonnel	661 [N.A.]	2,291 [1,002]	62 [59]	183 [157]
	Outstanding amounts *	6 [N.A.]	- [2,031]	- [-]	80 [100]

Figures in brackets are for previous year i.e. as at March 31, 2020.

Details in the above table are on accrual and amortization basis, wherever applicable. Doesn’t include Gratuity and compensated absences related provisions /payments.

@ The Board approved the Grant of 400,000 RSUs under the EPAU 2016 Plan effective March 30, 2021. These would vest as per the terms of the Grant. Proportionate value related to current period shown as outstanding. ## paid to Marina Holdco (FPI) Limited, which has nominated Shashank Singh on the Board of the Company @ Compensation of Ajay Singh Bhutoria included from his joining date, January 7, 2021

• Outstanding, constitutes of long term performance-based incentives and stock options, is not part of the “Total compensation of Key management personnel”.

^In addition, Sandeep Kishore has been paid INR 73 Lakhs [USD 98,302] for the transition period

^Short term benefits of Sandeep Kishore for FY 2020-21 include one-time lumpsum Payment

** Transactions during the year includes Commission disbursed by the Company against previous years approved Commission; Outstanding for the year are the amount accrued as current year Commission.

For Zensar Technologies Limited

==> picture [115 x 46] intentionally omitted <==

Navneet Khandelwal Chief Financial Officer

==> picture [61 x 64] intentionally omitted <==

Gaurav Tongia Company Secretary