Zensar Technologies Ltd. — Regulatory Filings 2021

Mar 18, 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: March 18, 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 Scrip Code: 504067

Symbol: ZENSARTECH Series: EQ

Dear Sir/Madam,

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:

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/corporate governance?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

www.zensar.com

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

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Date: March 18, 2021

BSE Limited

Corporate Service Department, 01[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, 03[rd] floor, Plot No. C/1, ‘G’ block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Fax: (022) 26598237/26598238

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.

2. Professional Access Limited

3. Cynosure Inc.

4. 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

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www.zensar.com

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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

Details of Transaction Merger of US Subsidiaries

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S. Particulars Remarks
No.
1. Name of the entity(ies) forming Below are the brief details (on standalone
part of the merger, details in basis) as on and for the year ended March 31,
brief such as size, turnover, etc. 2020:
(USD Million)
Entity Name Net worth Turnover
Keystone Logic 3 23
Inc.
Professional 0.48 10
Access Limited.
Cynosure Inc. 7 36
Indigo Slate Inc. 0.21 22
Zensar 53 277
Technologies Inc.
2. Whether the transaction would No
fall within related party
transactions? If yes, whether Further, as per Regulation 23(5)(b) of the SEBI (Listing
the same is done at “arms Obligations and Disclosure Requirements)
length” Regulations, 2015, the related party transaction
provisions are not applicable to the proposed merger.
3. Area of business of the Entity Area of Business
entity(ies) Keystone Logic Inc. The entities are is
engaged in providing
Professional Access
digital solutions and
Limited technology services to
Cynosure Inc. global organizations.
Indigo Slate Inc.
Zensar Technologies Inc.
4. Rationale for merger To achieve greater business synergies and higher
operational efficiencies. It will also lead to effective
management and unified control of operations.
5. In case of cash consideration - Not applicable as merger between subsidiary(ies) of
amount or otherwise share Zensar Technologies Limited.
exchange ratio
6. Brief details of change in There shall be no change in the shareholding pattern
shareholding pattern (if any) of of Zensar Technologies Limited.
the listed entity
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www.zensar.com