Zensar Technologies Ltd. — Regulatory Filings 2021

Mar 18, 2021

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: March 18, 2021

BSE Limited	The National Stock Exchange of India Ltd.
Corporate Service Department,	rd floor,Exchange Plaza, 03
st Floor, P. J. Towers,01	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

Symbol: ZENSARTECH

Fax: (022) 26598237/26598238

Dear Sir/Madam,

Scrip ID: ZENSARTECH Scrip Code: 504067

Subject: Outcome of the Board Meeting held on March 18, 2021

This is to inform you that the Board of Directors ("Board") of Zensar Technologies Limited (the "Company") at its meeting held today, which commenced at 4:30 PM and concluded at 7:53 PM, (IST) inter-alia, unanimously approved/concurred/took on record the following:

Series: EQ

Revised Code of Conduct for Board and Senior Management Personnel

Adoption of revised Code of Conduct for Board and Senior Management Personnel with effect from April 1, 2021. Copy of the same will accordingly be available under Investors Section on website of the Company viz.

https://www.zensar.com/investor/corporategovernance?type=2&field\_annual\_year\_target\_id=All&field\_annual\_quarter\_target\_id=All

Merger of US based Subsidiaries

Disclosure pursuant to Regulation 30(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, read along with the SEBI circular dated September 9, 2015, is enclosed herewith.

Appointment of Mr. Arvind Agrawal on the Board of Subsidiary

Appointment of Mr. Arvind Agrawal, Independent Director of the Company, as a Director on the Board of Zensar Technologies (UK) Limited, UK, with effect from April 1, 2021.

This is for your information and records.

For Zensar Technologies Limited Gaurav Tongia Company Secretary

Encl. As above

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: March 18, 2021

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

The National Stock Exchange of India Ltd.

Fax: (022) 26598237/26598238

Exchange Plaza, 03rd floor, Plot No. C/1, 'G' block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Fax: (022) 2272 2039/2272 3121

Scrip ID: ZENSARTECH Scrip Code: 504067

Symbol: ZENSARTECH Series: EQ

Dear Sir/Madam,

Subject: Disclosure pursuant to Regulation 30(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is to inform you that the Board of directors ("Board") of Zensar Technologies Limited (the "Company") at its meeting held today, inter-alia, in-principally consented/authorised/approved merger of the following US-based 100% step-down subsidiaries ('Merging Entities') into Zensar Technologies Inc., USA, a material wholly owned subsidiary of the Company:

• 1. Keystone Logic Inc.
• 1. Professional Access Limited
• 1. Cynosure Inc.
• 1. Indigo Slate Inc.

The Board/Shareholders of the respective subsidiary(ies) have consented/approved the merger.

Consequent to the Merger, the Merging Entities would cease to exist as step-down subsidiaries/subsidiaries of the Company.

The details in the prescribed format under Regulation 30(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with the circular dated September 9, 2015, as attached form an integral part of this disclosure and have to be read in conjunction with the same.

This is for your information and records.

For Zensar Technologies Limited

Navneet Khandelwal Chief Financial Officer

Encl. As above

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

Details of Transaction Merger of US Subsidiaries

S.No.	Particulars	Remarks
1.	Name of the entity(ies) formingpart of the merger, details inbrief such as size, turnover, etc.	Below are the brief details (on standalonebasis) as on and for the year ended March 31,2020:
		(USD Million)
	Entity Name	Net worth	Turnover
	Keystone LogicInc.	3	23
	ProfessionalAccess Limited.	0.48	10
	Cynosure Inc.		736
	Indigo Slate Inc.	0.21	22
		ZensarTechnologies Inc.	53	277
	transactions? If yes, whetherthe same is done at "armslength"	Further, as per Regulation 23(5)(b) of the SEBI (ListingObligationsandDisclosureRequirements)Regulations, 2015, the related party transactionprovisions are not applicable to the proposed merger.
3.Areaofbusinessoftheentity(ies)	Entity	Area of Business
	Keystone Logic Inc.The entities are isengaged in providing
	ProfessionalAccessdigital solutions and
	Limitedtechnology services toCynosure Inc.global organizations.
		Indigo Slate Inc.
		Zensar Technologies Inc.
4.	Rationale for merger	To achieve greater business synergies and higheroperational efficiencies. It will also lead to effectivemanagement and unified control of operations.
5.	In case of cash consideration -amount or otherwise shareexchange ratio	Not applicable as merger between subsidiary(ies) ofZensar Technologies Limited.
6.	Briefdetailsofchangeinshareholding pattern (if any) ofthe listed entity	There shall be no change in the shareholding patternof Zensar Technologies Limited.