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Directors Report of Zensar Technologies Ltd.

Mar 31, 2023

Your Directors are pleased to present the 60^th Integrated Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS

(INR Million)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations	18,234	16,289	48,482	42,438
Other Income (Net)	1,517	1,340	1,028	1,377
Total Income	19,751	17,629	49,510	43,815
Profit before Tax	4,034	4,306	4,441	5,741
Profit after Tax (after Minority Interest)	3,084	3,211	3,276	4,163

Sr. No	FY to which dividend relates	Type of Dividend	Amount lying in the Unpaid Dividend Account (INR) (as on March 31, 2023)
4	2019-20	2^nd Interim	2,209,920
4	2019-20	1^st Interim	1,085,330
5	2018-19	Final	1,649,745
5	2018-19	Interim	1,033,707
6	2017-18	Final	1,610,777
6	2017-18	Interim	1,141,300
7	2016-17	Final	2,510,984
7	2016-17	Interim	1,929,850
8	2015-16	2^nd Interim	2,411,003

On a standalone basis, during FY 2022-23, the Company recorded total income of INR 19,751 million comprising income from Software Development and Allied services of INR 18,234 million and other income of INR 1,517 million. The Company recorded a net profit of INR 3,084 million reflecting a decrease of about 3.96% Y-o-Y.

On a consolidated basis, the Company recorded total income of INR 49,510 million comprising income from Software Development and Allied Services of INR 48,482 million and other income of INR 1,028 million. The Consolidated net profit was INR 3,276 million reflecting decrease of about 21.31% Y-o-Y.

The Financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS).

Dividend

Based on profits during FY 2022-23 and continuing the tradition of rewarding the members, the Company declared an interim dividend of INR 1.50 (75%) per equity share of face value of INR 2 each on the paid-up equity share capital of the Company. The total payout amounted to INR 339.5 million.

The said dividend was declared in accordance with the Dividend Distribution Policy of the Company, formulated pursuant to Listing Regulations which is available on website of the Company at https://zensar.com/about/investors/ investors-relation?result=Policies#Corporate-Governance.

Further, the Board recommends a final dividend of INR 3.50 (175%) per equity share of face value of INR 2 each on the paid-up equity share capital of the Company, for the year under review. The total pay-out will amount to about INR 792.70 million. The payment of dividends shall be made within 30 days from the date of declaration as

per the record date, as set out in the AGM Notice. The total dividend for the year including the interim dividend shall be INR 5.00 per equity share of INR 2 each (250%).

Unclaimed Dividend

Pursuant to the Act and IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, during the year under review, the Company has transferred following dividend(s) and corresponding share(s) to IEPF, upon completion of period of seven years

Date of Declaration	Type of Dividend	Total Amount of Dividend transferred (INR)	Total No. of shares transferred
July 14, 2015	Final	2,097,186	22,200
January 19,	Interim	1,675,605	37,716
2016

The total amount lying in the Unpaid Dividend Account of the Company up to the year under review and the corresponding shares, which would be liable to be transferred to IEPF, as per records of RTA are as follows:

Sr. No	FY to which dividend relates	Type of Dividend	Amount lying in the Unpaid Dividend Account (INR) (as on March 31, 2023)
1	2022-23	Interim	1,579,828
2	2021-22	Final	2,842,757
		Interim	1,165,595
3	2020-21	Final	1,949,254
		Interim	1,209,566

The data on unpaid/unclaimed dividend and other unclaimed monies is available on Company''s website at https://www.zensar.com/about/investors/investors-relation#corporate-governance. Members who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with Company''s Registrar and Transfer Agents, at the earliest.

Particulars of Loans, Guarantees and Investments pursuant to Section 186 of the Act

Particulars
Loan(s)	Company has not given any loan to any parties
Guarantee(s)	Please refer Note No. 29 of Notes to Standalone Financial Statements
Investment(s)	Please refer Note No. 6(a) of Notes to Standalone Financial Statements

Related Party Transactions

All related party transactions that were entered into during FY 2022-23, were on arm''s length basis and in the ordinary course of business.

Requisite approval(s) of the Audit Committee is obtained on periodic basis for the transactions, which are repetitive in nature or otherwise. The actual transactions entered into, pursuant to the approval so granted, are placed periodically, before the Audit Committee.

The policy on related party transactions is available on the website of the Company at https://www.zensar. com/sites/default/files/investor/policies-reports-fillings/ Policy%20 on%20RPT%20%281%29.PDF.

During FY 2022-23, no materially significant related party transactions that may have potential conflict with the interests of Company at large were entered into by the Company.

Further, the Company has not entered into any material transaction with related parties, during the year under review, which requires reporting in Form AOC-2 in terms of the Act read with Companies (Accounts) Rules, 2014.

However, the requisite disclosures under IND-AS form part of Notes to Financial Statements.

Business Update

The information on Company''s affairs and related aspects, is provided under Management Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with Regulation 34 of Listing Regulations and forms part of this report.

Internal Financial Controls

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis Report, which forms part of this Report.

Transfer to Reserves

No amount is proposed to be transferred to General Reserve on declaration of dividend(s).

Deposits

During the year under review, the Company has not accepted any Deposits, under Chapter V of the Act.

Change in the Nature of the Business

During the year under review, there was no change in the nature of the business of the Company or its subsidiaries, pursuant to, inter-alia, Section 134 of the Act and Companies (Accounts) Rules, 2014, as amended from time to time.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year on March 31, 2023, to which the Financial Statements relate and the date of this report.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

Annual Return

Pursuant to Section 92 of the Act and related rules, as amended from time to time, a copy of Annual Return for the Financial Year ended March 31, 2023, is available on website of the Company at the following weblink: https://www.zensar.com/about/investors/investors-relation#corporate-governance.

Further, final Annual Return for the Financial Year ended March 31, 2023, once filed, shall also be made available on the above-mentioned weblink.

Subsidiary Companies

Your Company along with subsidiaries provides digital solutions and technology services globally. As of March 31, 2023, the Company had 14 Subsidiaries as per details to be set out in Annual Return.

The highlights of performance of subsidiaries and their contribution to the overall performance of the Company/Group, are included in Form AOC-1 forming part of Consolidated Financial Statements section in this Integrated Annual Report, in accordance with the provisions, inter-alia, of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. Further details of developments among subsidiaries during the year under review are set out in the Notes to Consolidated Financial Statements.

Policy for determining material subsidiaries framed by the Company, is available on https://zensar.com/about/investors/ investors-relation?result=Policies#Corporate-Governance.

2. CORPORATE GOVERNANCE

Formal Annual Evaluation of Board and its Committees

The details pertaining to annual evaluation of Board and its Committees are provided under the Corporate Governance report forming part of this Board''s Report.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards had been followed and there was no material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as at March 31, 2023, and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other

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d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Director(s) and Key Managerial Personnel KMP(s)

Details pertaining to change in Director(s) and Key Managerial Personnel(s) of the Company and subsequent change in the Committee(s) of the Board, thereof, during the year under review, are set out in the Corporate Governance Report.

Number of Meetings of the Board

During the year under review, Nine (9) meetings of the Board were held, details of which are set out in the Corporate Governance Report herein.

Board Committees

Detailed composition of Committee(s) of the Board, number of meetings held during the year under review and other related details including brief details of terms of reference of the Committees, membership(s) and attendance of members, are set out in the Corporate Governance Report.

There were no instances during FY 2022-23 where the Board had not accepted any recommendation of any of the Committees of the Board.

Statement on Declaration of Independent Directors

The Company has received necessary declaration of Independence from Independent Directors inter-alia, pursuant to Section 149(6) and 149(7) of the Act and under Regulation 16(1)(b) and Regulation 25 of the Listing Regulations, confirming and certifying that:

â¢ they have complied with all the requirements of being an Independent Director of the Company, as on date. The said certificate(s) were taken on record by the Board, at its meetings held on May 11, 2023, respectively, after due assessment of veracity of the same.

â¢ they possess the requisite expertise and experience and are persons of high integrity and repute.

â¢ they have registered themselves with the Independent Directors'' Database maintained by IICA.

Pecuniary Relationship or Transactions of NonExecutive Directors and Disclosures about Remuneration of Directors

All pecuniary relationship or transactions of Non-Executive Directors vis-a-vis the Company, along with criteria for such payments and disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report and notes to Financial Statements and also available on the website of the Company, pursuant to relevant regulations.

Inter-Se Relationships between the Directors

There are no relationships between the Directors interse, except between Anant Vardhan Goenka and H. V. Goenka. Anant Vardhan Goenka, Vice Chairman and Non-Executive, Non-Independent Director, is son of H. V. Goenka, Chairman and Non-Executive, Non-Independent Director.

Risk Management

In terms of the provisions of Section 134 of the Companies Act, 2013, a detailed report on Risk Management is included in Management Discussion and Analysis Report, which forms part of this report.

Secretarial Standards

The Company complies with the applicable mandatory Secretarial Standards.

3. HUMAN RESOURCE MANAGEMENT

Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Internal Committee and an Anti-Sexual Harassment Policy, inter-alia, in line with the requirements of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder to redress all the sexual harassment complaints reported by women employee(s). Company has zero tolerance for sexual harassment at workplace.

The following is the summary of complaints received and disposed- off during the year under review:

Number of complaints received	1
Number of complaints disposed off	1
Number of complaints pending	0

Employees Stock Option Plan

The Company currently has two Employees Stock Option Schemes in force, namely, "2006 Employees Stock Option Plan" (2006 ESOP) and Employee Performance Award Unit Plan, 2016 (2016 EPAP) and these schemes are being implemented, as per Listing Regulations, in this regard. Presently there are no outstanding/active options under "2002 Employees Stock Option Plan" (2002 ESOP). Nomination and Remuneration Committee vide its meeting held on January 20, 2022, resolved that no further options shall be granted under 2002 ESOP and 2006 ESOP.

In FY 2022-23, 2,500 equity shares, 67,790 equity shares and 1,93,597 equity shares were allotted under 2002 ESOP, 2006 ESOP and EPAP 2016, respectively.

The aforesaid ESOP Plans/Scheme(s) are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. There has not been any material change in the ESOP plan(s) during the year.

The disclosure pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https:// www.zensar.com/investor/financials.

Particular of Employees Information pursuant to Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1.	The ratio of the remuneration of each director to the median remuneration of the employees of the Company excluding Managing Director for the Financial Year.	Please refer Annexure A to this Report for details.
2.	Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year.	Please refer Annexure A to this Report for details.
3.	The percentage increase in the median remuneration of employees.	The percentage increase in the median remuneration in FY 2022-23 of employees on India Payroll was 21%.
4.	The number of permanent employees on the rolls of Company (in India)	7,797 (as of March 31, 2023)

5.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average percentage* increase made in the salaries of the employees other than the managerial personnel in the last Financial Year is 11.28% for India based associates.
* Since percentile refers to a score below which a given percentage of scores in its frequency distribution falls, for an accurate representation of above calculation sought, we refer to percentage increase at an average level of salaries for the employees concerned.

The remuneration to employees is as per the remuneration policy of the Company. The percentage increase in the median remuneration of employees has been calculated after excluding Managing Director''s remuneration.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure A forming part of this report. None of the employees listed in the said Annexure are related to any Director(s) of the Company or hold 2% or more of the paid-up equity share capital of the Company. Further, the report and the accounts are being sent to the Members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

4. REPORTS AND POLICIES

Integrated Annual Report

The Company has continued its practice of developing the Integrated Annual Report, based on International Integrated Reporting Council''s (''IIRC'') Framework, which encourages organisations to communicate their value creation over time. The Company has embarked on this journey to communicate its integrated thinking and how its business creates sustained value for stakeholders. The third Integrated Report also encompasses aspects like strategy, performance, governance frameworks, value creation based on various forms of capital viz. financial capital, manufactured capital, intellectual capital, natural capital, social and relationship capital and human capital.

Corporate Governance

A detailed report on the same for FY 2022-23 along with the practicing Company Secretary''s certification thereon, is provided in the corporate governance section of this report.

Management Discussion and Analysis

A detailed Management Discussion and Analysis Report is annexed to this report.

Business Responsibility and Sustainability Report

As stipulated under the Listing Regulations, Business responsibility and sustainability reporting (BRSR) on initiatives taken from an environmental, social and governance perspective, under Regulation 34(2)(f) is annexed to this report.

Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy (Policy) for nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees, pursuant to the Act and Listing Regulations, as amended from time to time.

The salient features of the Policy, are:

1. Appointment and remuneration of Directors, KMP and SMP.

2. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/ Non-Executive/Independent) and recommendation to the Board about matters relating to the remuneration for the Directors, KMP and SMP.

3. Formulating the criteria for performance evaluation of all Directors.

4. Board Diversity

The said Policy is available on the website of Company at https://zensar.com/about/investors/investors-relation? re sult=Policies#Corporate-Governance

Vigil Mechanism/Whistle Blower Policy

Pursuant to the Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and

employees to report their genuine concerns. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Governance and Ethics. The policy is available on the website of the Company a https://zensar.com/about/investors/investors-relation?re sult=Policies#Corporate-Governance

The Company has in place robust measures to safeguard whistle blowers against victimisation. Directors and employees are duly sensitised about mechanisms and guidelines for direct access to the Chairman of the Audit Committee, in appropriate cases.

Further, during FY 2022-23, no personnel has been denied access to the Audit Committee.

5. AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. S R B C & CO LLP (ICAI Firm Registration No. FRN 324982E/E300003), Statutory Auditors of the Company, has been appointed to conduct Audit of Financial Statements of the Company from FY 2022-23 till FY 2026-27.

Pursuant to the Companies (Amendment) Act, 2017 which came into force on May 7, 2018, appointment of Statutory Auditors is not subject to annual ratification at the Annual General Meeting and accordingly not being placed at the 60^th Annual General Meeting for approval of members.

Further, there was no instance of fraud reported by the Statutory Auditors during FY 2022-23, as required under Section 134 of the Act and rules thereunder.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. SVD & Associates, Company Secretaries in practice, to undertake the Secretarial Audit of the Company, for FY 2022-23. The Report of Secretarial Audit in Form MR-3 is annexed herewith. The response of the Board on the observations made by Secretarial Auditor is as follow:

The Company was unable to file the e-Form DIR-12 for Resignation of Chief Executive Officer (CEO) and Managing Director w.e.f December 31,2022, e-Form DIR-12 for appointment of new Chief Executive Officer (CEO) and Managing Director w.e.f. January23,2023 and e-Form MR-1 and MR-2 for appointment of new Managing Director till the date of issue of this report due to continuing technical glitches on the website of Ministry of Corporate Affairs.

The appointment of M/s. SVD & Associates, as Secretarial Auditors, continues for FY 2023-24.

Further, during FY 2022-23 and two previous Financial Years, no penalties, strictures were imposed on the Company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets.

Internal Auditors

The Board had appointed KPMG Assurance and Consulting Services LLP as Internal Auditors for FY 202223 under Section 138 of the Act. Their appointment continues for FY 2023-24.

Explanations on Qualification, Reservation or Adverse Remark or Disclaimer made by Auditors

There are no qualifications, reservations or adverse remarks against the Company made by Statutory Auditors/Secretarial Auditors in their respective Reports.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities by the Company were undertaken through RPG Foundation, which is committed towards undertaking CSR activities across all group companies of the RPG group. The composition of the Sustainability and Corporate Social Responsibility Committee of the Company, in accordance with Section 135 of the Act, is covered under the Corporate Governance Report which forms part of this report.

A detailed report on CSR activities in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is attached as Annexure F to this report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production, are not applicable as the Company is engaged in the services sector and provides IT and IT related services.

Particulars prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 in respect of Technology Absorption, Foreign Exchange earnings and outgo as on March 31, 2023, and R&D expenditure during the Financial Year are set out as Annexure G to this report. Further details are provided under Capital sections respectively, which form part of this Integrated Annual Report.

8. OTHER DISCLOSURES

i. The Company is not required to maintain cost records, as specified by the Central Government under Section 148 of the Act.

ii. Key initiatives with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety have been disclosed under respective heads of Corporate Governance Report and Business Responsibility Report.

iii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year along with their status as at the end of the Financial Year is not applicable.

iv. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

9. CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Company''s objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Company''s operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

10. ACKNOWLEDGEMENTS AND APPRECIATIONS

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers.

The Board also places on record its gratitude and appreciation of committed services of executives and employees of the Company.

Mar 31, 2022

Your Directors are pleased to present 59^th Integrated Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2022.

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS

Financial Summary

(INR Million)
Particulars	Standalone		Consolidated
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from operations	16,289	13,618	42,438	37,814
Other Income (Net)	1,337	739	1,377	254
Total Income	17,626	14,357	43,815	38,068
Profit before Tax	4,303	3,732	5,741	4,329
Profit after Tax (after Minority Interest)	3,208	2,896	4,163	3,000

On standalone basis, during FY 2021-22, the Company recorded total income of INR 17,626 million comprising income from software development and allied services of INR 16,289 million and other income of INR 1,337 million. The Company recorded a net profit of INR 3,208 million reflecting an increase of about 10.77% Y-o-Y.

On consolidated basis, the Company has achieved a 12% growth on Y-o-Y basis with total income of INR 43,815 million comprising income from Software Development and Allied Services of INR 42,438 million and other income of INR 1,377 million. The Consolidated net profit was INR 4,163 million reflecting increase of about 38.77% Y-o-Y.

The Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS).

Dividend

Based on profits during FY 2021-22 and continuing the tradition of rewarding the members, the Company declared an interim dividend of INR 1.50 (75%) per equity share of face value of INR 2 per equity share on the paid up equity share capital of the Company. The total payout amounted to INR 339.2 million.

The said dividend was declared in accordance with the Dividend Distribution Policy of the Company, formulated pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations ("Listing Regulations"), which is available on website of the Company at https://www. zensar.com/sites/default/files/investor/policies-reports-fillings/dividend destribution policy 0.

Further, the Board recommends a final dividend of INR 3.50 (175%) per equity share of face value of INR 2 per equity share on the paid-up equity share capital of the Company, for the year under review. The total pay-out will amount to about INR 792.23 million. The payment of dividend shall be made within 30 days from the date of declaration to the concerned shareholders as per the record date, as set out in the AGM Notice. The total dividend for the year including the interim dividend is therefore INR 5 per equity share of INR 2 per equity share (250%).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, subject to relevant threshold.

Unclaimed Dividend

Pursuant to the Act and IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, during the year under review, the Company has transferred the following dividend(s) and corresponding share(s) to IEPF, upon completion of period of seven years:

Date of	Type of	Total Amount of Dividend	Total No. of shares transferred
Declaration	Dividend	transferred (INR)	Total No. of shares transferred
July 23, 2014	Final	1,899,654.00	43,976
January 19, 2015	Interim	1,560,739.50	42,185

The total amount lying in the Unpaid Dividend Account of the Company up to the year under review and the corresponding shares, would be liable to be transferred to the IEPF, as per the records of RTA as follows:

Sr. No.	FY to which dividend relates	Type of Dividend	Amount lying in the Unpaid Dividend Account (INR) (as on March 31, 2022)
1.	2021-22	Interim	1,540,191.85
2.	2020-21	Final	1,985,928.20
		Interim	1,245,668.60
3.	2019-20	2^nd Interim	2,280,983.53
		1^st Interim	1,112,350.00
4.	2018-19	Final	1,691,919.00
		Interim	1,048,762.00
5.	2017-18	Final	1,631,126.00
		Interim	1,157,480.00
6.	2016-17	Final	2,509,325.00
		1^st Interim	1,936,435.00
7.	2015-16	2^nd Interim	2,418,927.00
		1^st Interim	1,680,870.00
8.	2014-15	Final	2,097,550.00

The data on unpaid/unclaimed dividend and other unclaimed amounts is available on the Company''s website at https://www.zensar.com/about/investors/ investors-relation#corporate-governance. Members who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with the Company''s Registrar and Transfer Agents, at the earliest.

Particulars of Loans, Guarantees and Investments pursuant to Section 186 of the Act

Particulars
Loan(s)	Please refer Note No. 6(d) of Notes to Financial Statements
Guarantee(s)	Please refer Note No. 29 of Notes to Financial Statements
Investment(s)	Please refer Note No. 6(a) of Notes to Financial Statements

Related Party Transactions

All related party transactions that were entered into during FY 2021-22, were on arm''s length basis and in the ordinary course of business.

The policy on related party transactions is available at https://www.zensar.com/sites/default/files/investor/ policies-reports-fillings/Zensar RPT Policy.pdf.

During FY 2021-22, no materially significant related party transactions that may have potential conflict with the interests of Company at large, were entered into by the Company.

Further, the Company has not entered into any material transaction with related parties, during the year under review, which requires reporting in Form AOC-2 in terms of the Act, read with Companies (Accounts) Rules, 2014. However, the requisite disclosures under IND-AS form part of Notes to Financial Statements.

Business Update

Internal Financial Controls

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis Report, which forms part of this Report.

Transfer to Reserve

No amount is proposed to be transferred to General Reserve on declaration of dividend(s).

Deposits

During the year under review, the Company has not accepted Deposits under Chapter V of the Act.

Change in the Nature of the Business

During the year under review, there was no change in the nature of the business of the Company or its subsidiaries, within the meaning of, inter-alia, Section 134 of the Act and Companies (Accounts) Rules, 2014, as amended from time to time.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year on March 31, 2022 to which the Financial Statements relate and the date of this report.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

Annual Return

Pursuant to Section 92 of the Act and related rules, as amended from time to time, a copy of draft Annual Return for the Financial Year ended March 31, 2022, is available

on website of the Company at https://www.zensar. com/about/investors/investors-relation#corporate-governance.

Further, final Annual Return for the Financial Year ended March 31, 2022, once filed, shall also be made available on the above-mentioned weblink.

Subsidiary Companies

Your Company along with subsidiaries provides digital solutions and technology services globally. As of March 31, 2022, the Company had 15 Subsidiaries as per details to be set out in Annual Return.

â¢ In July 2021, the Company and Zensar Technologies Inc, USA completed acquisition of M3Bi India Private Limited and M3Bi LLC, USA, respectively.

â¢ In September 2021, Zensar Colombia S.A.S., was incorporated as a wholly owned subsidiary of Zensar Technologies Inc, USA, to explore and cater to emerging business opportunities in Colombia.

â¢ Keystone Technologies Mexico, S. DE R.L. DE C.V., 100% step-down subsidiary in Mexico merged into Keystone Logic Mexico, S. DE R.L. DE C.V., 100% step-down subsidiary in Mexico, pursuant to amendments in Federal Labor Laws of Mexico. The said merger was completed effective from October 31, 2021.

â¢ In March 2022, entire shareholding of Clusten 16 Proprietary Limited (Clusten) (including their associated parties) in Zensar (South Africa) Proprietary Limited, a subsidiary incorporated in South Africa (ZSAPTY) was bought back and thereafter shares were issued to Riverbend Trade & Invest 58 Proprietary Limited (Riverbend) by way of entering into relevant Agreement(s).

â¢ Mumbai Bench of Hon''ble National Company Law Tribunal ("NCLT"), vide its order dated March 14, 2022 (certified copy received on May 5, 2022) sanctioned the joint petition filed by Cynosure Interface Services Private Limited ("CISPL") and Zensar Technologies Limited ("ZTL" or "the Company") for approval of Scheme of Amalgamation of CISPL with ZTL and their respective shareholders ("Scheme") pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013. Appointed Date for the said merger is April 1, 2021. The Company has made the requisite filing(s) on May 18, 2022 post which the merger was effective.

(Accounts) Rules, 2014. Further details of developments among subsidiaries during the year under review are set out in the Notes to Consolidated Financial Statements.

Policy for determining material subsidiaries framed by the Company, is available on https://www.zensar.com/ sites/default/files/investor/policies-reports-fillings/ Policy%20on%20Material%20Subsidiaries 0.pdf.

2. CORPORATE GOVERNANCE

Formal Annual Evaluation of Board and its Committees

Pursuant to provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Nomination and Remuneration Committee has laid down criteria for evaluating Board effectiveness by assessing performance of the Board as a whole, performance of individual Director and permanent Committees of the Board, details of which are available in the Corporate Governance Report.

Further, the Nomination and Remuneration Committee had laid down a structure for evaluating Board effectiveness and engaged a third-party agency to conduct Board Effectiveness Survey during the year under review. The survey findings and feedbacks were then considered while conducting the requisite evaluations inter-alia under the provisions of the Act and Listing Regulations.

No Independent Director was appointed by the Company during the year under review.

Directors'' Responsibility Statement

The Directors confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2022, the applicable accounting standards had been followed and there were no material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as at March 31, 2022 and of the profit of the Company for that period;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors(s) and Key Managerial Personnel(s)
Appointment(s)/Re-appointment(s)	Cessation(s)
â¢ H. V. Goenka (DIN:00026726), Non-Executive, Non-Independent Director and Chairman, retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Members'' approval for his re-appointment forms part of the Notice. The Board recommends his re-appointment. A brief resume along with, nature of expertise in specific functional areas, names of companies in which he holds directorship(s), membership(s) of the Board''s Committees, shareholding in the Company and relationships with the directors inter-se, forms part of the Notice.	â¢ Shashank Singh (DIN:02826978), Non-Executive, Non-Independent - Nominee Director, tendered his resignation pursuant to termination of Investment agreement with Marina Holdco (FPI) Limited, effective from close of business hours on December 10, 2021. â¢ Navneet Khandelwal, resigned as the Chief Financial Officer with effect from close of business hours on January 31, 2022 owing to personal reasons.
â¢ The term of five years of Independent Director(s), Ketan Dalal (DIN:00003236) and Ben Druskin (DIN:07935711) would expire on November 2, 2022, whereas Harsh Mariwala (DIN:00210342) will complete his tenure of five years on January 17, 2023. The proposal for their reappointment for a second term is placed before the shareholders for their approval.
â¢ The above-mentioned directors have expressed their consent for re-appointment.
â¢ Sachin Zute was appointed as the Chief Financial Officer effective from May 10, 2022 on the recommendation of Nomination and Remuneration Committee and Audit Committee vide their meetings held on April 23, 2022 and May 9, 2022, respectively.

During the year under review, there were no other change(s) in the Board Composition and Key Managerial Personnel of the Company, except as stated above.

Number of Meetings of the Board

During the year under review, Seven (7) meetings of the Board were held, details of which are set out in the Corporate Governance Report which forms part of this report.

Board Committees

Detailed composition of the following Committees of the Board, number of meetings held during the year under review and other related details, are set out in the Corporate Governance Report which forms part of this report:

Corporate Social Responsibility Committee was renamed as "Sustainability & Corporate Social Responsibility Committee" vide Board meeting dated May 10, 2022.

With the resignation of Shashank Singh as Non-Executive & Non-Independent Director-Nominee Director, from the board of the Company, the Audit Committee, Risk Management Committee and M&A Committee stood reconstituted to that extent, with effect from December 10, 2021.

Details of terms of reference of Committees, membership(s) and attendance of members are provided in the Corporate Governance Report. There were no instances during FY 2021-22 where the Board had not accepted any recommendation of any of the Committees of the Board.

Statement on Declaration of Independent Directors

The Company has received Declaration of Independence from Independent Directors inter-alia, pursuant to Section 149 of the Act and under Listing Regulations, confirming and certifying that: ¹

3. HUMAN RESOURCE MANAGEMENT

Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place Internal Committee(s) and an Anti-Sexual Harassment Policy, inter-alia, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder to redress all the sexual harassment complaints reported by women employee(s). The Company has zero tolerance for sexual harassment at workplace.

The following is the summary of complaints received and disposed- off during the year under review:

Number of complaints received 1

Number of complaints disposed off 1

Number of complaints pending 0

Employees Stock Option Plan

The Company currently has three Employees Stock Option Schemes in force, namely, "2002 Employees

Stock Option Scheme" (2002 ESOP), "2006 Employees Stock Option Scheme" (2006 ESOP) and Employee Performance Award Unit Plan, 2016 (EPAP 2016) and these schemes are being implemented, as per SEBI Regulations, in this regard.

In FY 2021-22, 6,430 equity shares, 2,49,210 equity shares and 325,546 equity shares were allotted under 2002 ESOP, 2006 ESOP and EPAP 2016, respectively. The Nomination and Remuneration Committee vide its meeting held on January 20, 2022, resolved that no further options shall be granted under 2002 ESOP and 2006 ESOP.

The 2002 ESOP, 2006 ESOP and EPAP 2016 Plans are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. There has not been any material change in the ESOP plan(s) during the year.

The disclosure pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https://www.zensar. com/investor/financials.

Particulars of Employees
Information pursuant to Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1.	The ratio of remuneration of each director to the median remuneration of the employees of the Company excluding Managing Director for the Financial Year.	Please refer Annexure to this Report for details.
2.	Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year.	Please refer Annexure to this Report for details.
3.	The percentage increase in the median remuneration of employees.	The percentage increase in the median remuneration in FY 2021-22 of employees on India Payroll was 8.91%.
4.	The number of permanent employees on the rolls of Company (in India)	8,860 (as on March 31, 2022)
5.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average percentage¹ increase made in the salaries of the employees other than the managerial personnel in the last Financial Year is 9.93% for India based associates.

* Since percentile refers to a score below which a given percentage of scores in its frequency distribution falls, for an accurate representation of above calculation sought, we refer to percentage increase at an average level of salaries for the employees concerned.

Ajay Singh Bhutoria, Chief Executive Officer and Managing Director, does not receive any commission from the Company nor from any of its subsidiary(ies). Shashank Singh, Non-Executive - Non-Independent -Nominee director received commission only for the proportionate period.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. None of the employees listed in the said Annexure are related to any Director(s) of the Company or hold 2% or more of the paid-up equity share capital of the Company. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

4. REPORTS AND POLICIES

Integrated Annual Report

The Company has continued the practice of developing the Integrated Annual Report, based on International Integrated Reporting Council''s (''IIRC'') Framework, which encourages organisations to communicate their value creation over time. The Company has embarked on this journey to communicate its integrated thinking and how its business creates sustained value for stakeholders. The second Integrated Report also encompasses aspects like strategy, performance, governance frameworks, value creation based on various forms of capital viz. financial capital, manufactured capital, intellectual capital, natural capital, social & relationship capital and human capital.

Corporate Governance

A detailed report on the same for FY 2021-22 along with the practicing Company Secretary''s certification thereon, is provided in the corporate governance section of this report.

Management Discussion and Analysis

A detailed Management Discussion and Analysis Report is annexed to this report.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) on initiatives taken from environmental, social and governance perspective, under Regulation 34(2)(f) is annexed to this report.

Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy (Policy) for nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management

Personnel (SMP) and other employees, pursuant to the Act and Listing Regulations, as amended from time to time.

The salient features of the Policy, are:

1. Appointment and remuneration of Directors, KMP and SMP.

2. Determination of qualifications, positive attributes

and independence for appointment of a Director (Executive/Non-Executive/Independent) and

recommendation to the Board matters relating to the remuneration for the Directors, KMP and SMP.

3. Formulating the criteria for performance evaluation of all Directors.

4. Board Diversity

The said Policy is available on the website of Company at https://www.zensar.com/sites/default/files/investor/ policies-reports-fillings/Nomination%20and%20 Remuneration%20Policy.pdf

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Governance and Ethics. The policy is available on the website of the Company at https://www.zensar.com/sites/default/files/investor/ policies-reports-fillings/Whistle-Blower-Policy.pdf

Further, during FY 2021-22, no personnel has been denied access to the Audit Committee.

5. AUDITORS AND AUDIT REPORTS

Statutory Auditors

The term of M/s. Deloitte Haskins and Sells LLP, as the Statutory Auditors of the Company, to conduct audit of Financial Statements of the Company will expire at the conclusion of the ensuing 59^th Annual General Meeting (AGM).

As per the provisions of Section 139 of the Act, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends appointment of M/s. S R B C & CO LLP (ICAI Firm Registration No. FRN 324982E/E300003), for a period of five years i.e. upto the conclusion of 64^th AGM.

M/s. S R B C & CO LLP, (i) have expressed their willingness to be appointed, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

A resolution proposing appointment of the Statutory Auditors of the Company and their remuneration pursuant to Section 139 of the Act, along with the explanatory statement under regulation 36(5) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, forms part of the Notice of 59^th AGM.

There was no instance of fraud reported by the Statutory Auditors during FY 2021-22, as required under Section 134 of the Act and rules thereunder.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. SVD & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company, for FY 2021-22. The Report of the Secretarial Audit in Form MR - 3 is annexed herewith.

Further, pursuant to SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Annual Secretarial Compliance Report submitted by M/s SVD & Associates, also forms part of the Board''s Report. The said report(s) does not contain any qualification, reservation or adverse remarks.

The appointment of M/s. SVD & Associates, as Secretarial Auditors, continues for FY 2022-23.

Further, during FY 2021-22 and two previous Financial Years, no penalties, strictures were imposed on the Company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets.

Internal Auditors

The Board had appointed Ernst & Young LLP, Pune as Internal Auditors for FY 2021-22 under Section 138 of the Act. For FY 2022-23, Board appointed KPMG Assurance and Consulting Services LLP as Internal Auditor.

Explanations on Qualification, Reservation or Adverse Remark or Disclaimer made by Auditors

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors/Secretarial Auditors in their respective Reports.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities by the Company were undertaken through RPG Foundation, which is committed towards undertaking CSR activities across all group companies of RPG. The composition of the SCSR Committee of the Company, in accordance with Section 135 of the Act, is covered under the Corporate Governance Report which forms part of this report.

A detailed report on CSR activities in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is attached to this report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 in respect of Technology Absorption, Foreign Exchange earnings and outgo as on March 31, 2022 and R&D expenditure during the Financial Year are set out as Annexure to this report.

Further details are provided under ''Natural Capital'' and ''Intellectual Capital'' sections respectively which form part of this Integrated Annual Report.

8. OTHER DISCLOSURES

i. The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.

â¢ they possess the requisite expertise and experience and are persons of high integrity and repute; and

â¢ they have registered themselves with the Independent Directors'' Database maintained by IICA.

Pecuniary Relationship or Transactions of NonExecutive Directors and Disclosures about Remuneration of Directors

All pecuniary relationship or transactions of NonExecutive Directors vis-a-vis the Company, disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report which forms part of this Report and also available on the website of the Company, pursuant to relevant regulations.

Inter-Se Relationships between the Directors

There are no relationships between the Directors inter-se, except between Anant Goenka and H. V. Goenka. Anant Goenka, Non-Executive, Non-Independent Director, is son of H. V. Goenka, Chairman.

Risk Management

A detailed report on Risk Management is included in Management Discussion and Analysis Report, which forms part of this report.

Secretarial Standards

The Company complies with the applicable mandatory Secretarial Standards.

9. ACKNOWLEDGEMENTS

The Board places on record appreciation for the contribution of associates at all levels, customers, business and technology partners, vendors, investors, regulatory authorities and all other stakeholders towards the performance of the Company during the year under review.

The Directors express their deepest condolences towards loss of lives due to COVID-19 pandemic, within in and outside the Zensar family.

For and on behalf of the Board of Directors

Place: Mumbai H. V. Goenka

Date: June 27, 2022 Chairman

Note: All the Annexures referred in the Board''s Report form an integral part of the same, unless otherwise stated. The entire Annual Report along with the Notice convening the AGM is to be read together.

they have complied with all the requirements of being an Independent Director of the Company, as on January 1, 2022 and as on date. The said certificate(s) were taken on record by the Board, at its meetings held on January 24, 2022 and May 10, 2022 respectively, after due assessment of veracity of the same;

Mar 31, 2018

BOARD''S REPORT

Dear Members,

The Directors are pleased to present their 55th Annual Report together with the Audited Financial Statements, Directors Report and Annexures for the year ended 31st March 2018.

FINANCIAL SUMMARY:

The Financial summary is as under:

Standalone (INR Lakhs)

	Year ended 31st March 2018	Year ended 31st March 2017
Income from operations	1,28,581	1,27,239
Miscellaneous Income	6,275	2,172
Total	1,34,856	1,29,411
Profit Before Taxation	25,678	25,299
Profit After Taxation	19,258	18,022
Proposed Dividend	3,149	3,141
Transfer to General Reserves	10,000	10,000

Consolidated (INR Lakhs)

	Year ended 31st March 2018	Year ended 31st March 2017
Income from operations	3,10,774	3,05,559
Miscellaneous Income	7,439	2,406
Total	3,18,213	3,07,965
Profit Before Taxation	35,157	34,862
Profit After Taxation	24,649	23,837

In the preparation of financial statements, no treatment different from that prescribed in Indian Accounting Standards (Ind AS) has been followed.

On standalone basis, during the FY 2017-18, the Company recorded total income of INR 1,34,856 Lakhs comprising Income from Software Development and Allied Services of INR 1,28,581 Lakhs, and other income of INR 6,275 Lakhs. The Company recorded a net profit of INR 19,258 Lakhs reflecting an increase of 6.9% as compared to previous year.

On consolidated basis, the Company has maintained growth with Total income of INR 3,18,213 Lakhs comprising Income from Software Development and Allied Services of INR 3,10,774 Lakhs and other income of INR 7,439 Lakhs. The Consolidated Net profit was INR 24,649 Lakhs reflecting increase of 3.4% as compared to previous year.

There are no Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the FY on 31st March 2018 to which the financial statements relate and the date of the report.

BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS

It has been two years since the Company embarked on attaining an ambitious goal of being a digital entity. We are proudly a 100% digital Company today and are confident of enabling the customers walk the same path. This feat has been achieved with single-minded effort and focus to continue exploring the various ways in which Company can bring a quantifiable business outcome to itself first and then its customers. The Company has been successful in helping customers understand the benefits of this outlier way of thinking by showing them clear business outcomes or enjoy the Return on DigitalÂ® ecosystem.

The Company has also shown remarkable growth in the retail front with approximately 29% of its business coming from this sector. It is well poised to take on the opportunities available due to the advancement in the adoption of digital technologies, with the digitally reskilled team, strong sales leadership and streamlined operations network.

The year gone by, also saw the Company successfully partner with customer(s) on their automation journey with live bots helping streamline operations of few key brands across the UK and South Africa. The Company managed to create new in-roads into blockchain implementations as well as new work has been done in the space of Machine Learning and Artificial Intelligence. This exercise has helped the Company, become better advisors and consultants to the customers.

As of FY2017-18, Company''s digital portfolio with year ended revenues reported at about 38%, a growth of about 2.9% over the previous year''s revenues of USD 156.6 million. The profit after tax was at USD 43.6 million, marking 3.4% increase over the previous year''s PAT at USD 42.2 Million.

The digital strategy strengthened due to acquisitions of Foolproof, the design agency from UK and Keystone Logic, the digital supply chain company. While they came into the Zensar fold in FY2016-17, the contribution to the business was realized in the fiscal year under review. This year Company added strength to the digital insurance strategy by acquisition of Cynosure Inc., a leading Guidewire Partner Connect Consulting Partner in the Property and Casualty Insurance category. It brings successful implementations, provides core system modernization with rich customer relationships that will add significant value to Company''s offerings. The Insurance sector forms one of the focus areas and this acquisition is a strategic fit in the overall business blueprint.

Regions:

The US, which is Company''s largest market, saw addition of new customers as well extension of existing customer relationships. The large-deals team, formed last year, were at the forefront of some well contested deals. The Management could drive sales more sharply, with clear focus on resolving customer centric challenges. The UK region performed consistently well with some new logos across banking and financial services and retail been added. The team displayed a clear understanding of customer needs, and built excellent relationships with decision makers. South Africa has been on a steady path, with new business been added, and the Company continued commitment to the local community development.

FY2017-18 has been a year wherein a lot of what was started two years ago came together. The Management brought in new things to the Company, some for the first time and worked towards creating a more engaged workplace. Transparency, clarity of purpose and a keen sense of where Company wishes to go, were the driving factors. The mindset revolved around how Company could be better at what it does for customers, employees, partners, community and investors. Digital is the new galaxy of opportunities and the Company is all set to write more stories together as a more committed, stronger, innovative and united entity.

The Management Discussion and Analysis report which forms part of this Annual report, further elaborates on Company performance and related aspects.

EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A".

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 5 (Five) meetings of the Board of Directors were held, details of which are set out in the Corporate Governance Report which forms part of this Report.

BOARD COMMITTEES

Detailed composition of the Board committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Banking Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report.

There have been no instances where the Board has not accepted any recommendation of the Audit Committee.

DIRECTORSâ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

The Directors confirm that -

a) in the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards had been followed and there were no material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March 2018 and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS

The Board of Directors of the Company comprises of optimum number of Independent Directors. Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent in terms of the Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 as on 31st March, 2018:

1. Mr. A. T. Vaswani

2. Mr. Venkatesh Kasturirangan

3. Mr. Sudip Nandy

4. Mr. Ketan Dalal

5. Mr. Ben Druskin

6. Ms. Tanuja Randery

7. Mr. Harsh Mariwala

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the nonexecutive Directors vis-a-vis the Company, containing requisite information for such payments and disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report and Form MGT 9 which forms part of this Report.

A proposal to enhance remuneration of the non-executive director, forms part of the Notice convening ensuing AGM. The Board recommends the same for approval of the Members of the Company.

NOMINATION & REMUNERATION POLICY

The Company''s policy on Directors'' appointment and remuneration, containing requisite information for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) is enclosed with this Report as Annexure B.

EXPLANATION AND COMMENTS ON AUDITORâS AND SECRETARIAL AUDIT REPORT

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors'' Report.

Further, there is no qualification, disclaimer, reservation or adverse remark made by the Company Secretary in practice in Secretarial Audit Report except as below:

"The Company has not appointed woman Director for the period from 03rd October, 2017 to 17th January, 2018 as required under the provisions of Section 149 of the Act read with rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014."

In this behalf, your Directors state that, Company had appointed Ms. Madhabi Puri Buch as Independent Director effective April 1, 2015. However, on her appointment as member of Securities and Exchange Board of India (SEBI), she resigned as a Director of the Company with effect from April 3, 2017. It took the Company some time to find a suitable replacement. Accordingly, with effect from 18th January 2018, Ms. Tanuja Randery was appointed as an additional as well as Independent Director on the Board.

SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of the guarantees given are mentioned in the Note No. 6 (d) and 35 of Notes to Accounts pursuant to Section 186 (4) read with Companies (Meetings of Board and its Powers) Rules, 2014. The purpose for granting the loan was to meet the gap in working capital.

The particulars of investments made are stated in Note No. 6 (a) in the Notes to Accounts.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee. Requisite approval of the Audit Committee is obtained on periodic basis for the transactions which are repetitive in nature or otherwise. The actual transactions entered into pursuant to the approval so granted are placed at quarterly meetings of the Audit Committee.

The Company has formulated a Policy on related party transactions. This policy as approved by the Board is uploaded on the Company''s website on the below link:

https://www.zensar.com/sites/default/files/investor/

policies-reports-fillings/Policy%20on%20Related%20Party

%20Transactions.pdf

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of INR 10,000 Lakhs to General Reserve.

DIVIDEND

Your Company had reported satisfactory profit levels in the first three quarters of the current financial year. Continuing with the Company''s tradition of rewarding the Members, Interim dividend of INR 5/- per share aggregating to about INR 2,249 Lakhs was paid in the month of February, 2018.

Further, the Board recommends a final dividend of INR 7/- per equity share of face value of INR 10/- each (70%) on the paid-up equity share capital of the Company for the year under review. The pay-out will amount to about INR 3,149 Lakhs excluding dividend distribution tax.

The Company has adopted a Dividend Distribution policy during the year under review and the same is enclosed to this report as Annexure L.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on 31st March, 2018 to which the financial statements relate and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production are not applicable as the Company is engaged in the services sector and provides IT and IT related services.

Particulars prescribed under Section 134 (3)(m) of The Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of technology absorption are set out in "Annexure C" to this report.

Given the global nature of the business of the Company, exports always from its trust. Total foreign exchange earnings during the year has been INR 121,736 Lakhs (previous year INR 117,233 Lakhs) and foreign exchange outgo has been INR 11,588 (previous year INR 5,546 Lakhs)

Particulars regarding R & D expenditure during the year are given in Note No. 5 of Notes to Accounts.

RISK MANAGEMENT

A detailed report on Risk Management is included in Management Discussion and Analysis which forms part of this Report. The report clearly states development and implementation of a risk management policy for the Company including identification therein of elements of risks along with risk mitigation plan.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes in the Triple Bottomline (3P) approach that is, ensuring a sustained and holistic approach to People, Planet and Profit. In fact, commitment to People and Communities is one of the three core values, and the spirit of Corporate Social Responsibility runs across the organization whether it be through the commitment and involvement of senior leadership, exceptional volunteering practices or the extensive exposure to CSR at the time of induction of new recruits. Primarily, CSR activities at the Company are undertaken through RPG Foundation, which in turn is committed to undertaking CSR activities across all group companies of RPG. The Company is proud to say that over 17% of associates volunteer their time and energy, aligning with the CSR programs.

A few of the highlights in the areas of Community Development, Digital Literacy, Employability Enhancement and Environment sustenance are:

- Community Development: This year saw the emergence of city-level interventions. More than 19,000 people have been checked across Pune, Hyderabad and Bangalore under Netranjali - a free eye check-up program that not only checks eyesight and provides free spectacles to people in communities but also educates them about the do''s and don''ts that should be followed to prevent eye diseases and disorders. 96 women across Pune and 48 across Bangalore benefited from "Swayam"

- a two-wheeler driving course for women. A bedside nursing program called "Sanjeevani" and an Entrepreneurship program were also introduced in Pune to increase employment opportunities for women and youth. Under Sanjeevani, 87 people benefited and 28 have been placed till date in hospitals and in critical care centers in Kharadi. 13 people have successfully started their businesses through the entrepreneurship program. In addition, livelihood generation programs in the areas of Fashion Designing, AC, Refrigerator and mobile repairing, Beautician etc. were undertaken for the benefit of underprivileged communities in Pune & Hyderabad.

Under the Economic Development program, about 146 households were surveyed in Pune resulting in an increase in awareness about various government and private schemes and benefits. Communities are now able to analyze their income and expenditure and have increased their savings after availing different schemes. Three knowledge spaces of library, science lab and IT lab have been replicated at the Kharadi school in Pune. Events and activities such as Aksharotsav and science-fairs were organized in schools in Pune to promote reading and encourage practical learning through experiments and projects. The Udaan English proficiency program was launched at the Gachibowli school in Hyderabad, benefiting about 600 children.

- National Digital Literacy Mission (NDLM) centers and buses: In the FY 2017-18, the digital literacy program run by CSR at the Company, continues to be a leader amongst corporates in working towards the National Digital Literacy Mission wherein at least one person from every household in India, should be digitally literate by the year 2020. The Company has 3 mobile buses and has reached out to about 1,331 households in Pune of which about 1,366 people have become digitally literate. The Company continues in its efforts to spread digital literacy amongst the underprivileged and spearhead this mission. The digitally literate candidates are benefiting after demonetization, as they are familiar with the electronic options available to them. Online banking has become easier and is used more often. The internet is used to learn new skills and information which in turn helps them with their business, education and growth.

- The Employability Skills Development program has grown further during the FY 2017-18. Under this program more than 1700 students from Tier-2 and Tier-3 engineering colleges received more than 210 hours of employability related free trainings in technical, digital and business communication skills. These trainings were conducted by corporate trainers as per the need of industry. After completion of the training, around 64% of students received job offers from various tier-1 and tier-2 companies.

- Environment Sustenance: The 2-acre Biodiversity Park which was developed by Zensar Foundation in September 2012 in partnership with the PMC, is maintained actively. The park continues to attract an average of 300 visitors daily. More than 12 Biodiversity and Sustainability sessions were conducted through the year, to create focused outreach for the Park. As a continued effort, The Company carried out an Annual Winter Biodiversity Assessment of the Park. A total of about 221 floral and 48 faunal species were recorded in the Park. Introduction of more native species of plants was a focus this year, and community participation was welcomed for the same. Udaan Farming Club, a network of green warriors works on the community patch, learn to grow organic food and at the same time learn about various indigenous methods of natural farming too.

Currently, 4 water huts are being installed in 4 Government schools to provide clean drinking water to children in Hyderabad. In addition to this, there are more than 1,100 Zensarians across Pune, Hyderabad and Bangalore who volunteer and participate in activities and events across all interventions. They have carried out Tree Plantation activities in June and July - planting more than 50 species in Ayurvedic College, Wagholi. Apart from this, regular clean-up drives aligning with the national movement of Swachh Bharat have also been conducted. Storytelling and extra-curricular activities are conducted with children at both schools and community development centers in Pune. Sessions on Sustainable Menstruation and Hygiene, Talks on World Environment Day, Climate Change workshops were held in Bangalore, Hyderabad, and Pune to spread awareness on the importance of Environment Conservation and Practice.

These are just a few of the activities undertaken in the year 2017-18. Through working in missions such as NDLM and Swachh Bharat and programs such as those of NSDM (National Skills Development Mission), CSR continues to align itself with local, state and national government policies. We look forward to further expansion in the coming years in terms of outreach as well as impact.

The Company had to spend INR 504.47 Lakhs during the year 2017-18 on CSR activities. As on 31st March, 2018 Company has spent INR 498.11 Lakhs During the year, it was proposed to conduct employability skills related trainings for around 142 batches of students. However due to unavailability of training rooms / labs at colleges, coupled with unavailability of students due to exams / annual programs, trainings of around 5 batches had to be rescheduled from Q4-FY2017-18 to Q1-FY2018-19. This inadvertent rescheduling resulted into minor shortfall of about INR 6.36 Lakhs during FY2017-18. As against the CSR obligation of INR 504.47 Lakhs.

The Company is evaluating appropriate additional programs and projects to scale up in the chosen areas of CSR spends during the year 2018-19 and shall strive to complete its entire CSR obligation going forward.

A detailed report on CSR activities is attached to this report here as Annexure D.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes have occurred in the Board of Directors as well as Key Managerial Personnel:

1. During the financial year under review, following changes occurred in the Board of Directors of the Company:

Sr. No.	Name of the Director	Nature of Change	Date	Category
1	Ms. Madhabi Puri Buch	Ceased due to resignation	03-Apr-17	Independent Director
2	Mr. Ketan Dalal*	Appointment	03-Nov-17	Additional as well as Independent Director
3	Mr. Ben Druskin*	Appointment	03-Nov-17	Additional as well as Independent Director
4	Ms. Tanuja Randery*	Appointment	18-Jan-18	Additional as well as Independent Director
5	Mr. Harsh Mariwala*	Appointment	18-Jan-18	Additional as well as Independent Director

^Approval of the Members is sought for appointment of these director(s) as non executive independent Directors not liable to retire by rotation. Requisite proposals for the same form part of the notice convening 55th AGM. The Board recommends said resolution(s) for the approval of the Members of the Company.

2. During the financial year under review, following changes occurred in the Key Managerial Personnel of the Company:

Sr. No.	Name of the Director	Nature of Change	Date	Category
1	Mr. Manoj Jaiswal	Ceased due to resignation	04-Dec-17	Chief Financial Officer
2	Mr. Navneet Khandelwal	Appointment	18-Jan-18	Chief Financial Officer
3	Mr. Nilesh Limaye	Ceased due to retirement	31-Jan-18	Company Secretary
4	Mr. Gaurav Tongia	Appointment	01-Feb-18	Company Secretary

SUBSIDIARY COMPANIES

The Company along with subsidiaries provides digital solutions and technology services globally.

The performance and financial position of the subsidiary companies included in the consolidated financial statement is provided in accordance with the provisions, inter-alia, of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the Notes on Accounts containing the salient features of the financial statement of Company''s subsidiaries in Form AOC - 1.

During the financial year under review, the Company incorporated three Wholly Owned Subsidiaries in India viz. Zensar Information Technologies Limited, Zensar Software Technologies Limited and Zensar IT Services

Limited. Further, Wholly Owned Subsidiary Company of the Company, viz. Zensar Technologies (Singapore) Pte. Ltd. in Singapore incorporated, Wholly Owned Subsidiary viz. Zensar Info Technologies (Singapore) Pte. Ltd. in Singapore.

The Board of Directors at its meeting held on 14th March 2018, approved transfer of business in certain geographies to Zensar Information Technologies Limited and Zensar Software Technologies Limited, by way of slump sale.

Further, in its meeting held on 14th March 2018, the Board of Directors of Wholly Owned Subsidiary Company of the Company, viz. Zensar Technologies (Singapore) Pte. Ltd. in Singapore approved transfer of its business to Wholly Owned Subsidiary viz. Zensar Info Technologies (Singapore) Pte. Ltd in Singapore by way of slump sale. The relevant disclosures in this behalf were filed with the Stock Exchanges.

On 21st March 2018, the Company had entered in to definitive agreement for acquisition of Cynosure Interface Services India Pvt. Ltd. An agreement to acquire Cynosure Inc., USA was entered into by Zensar Technologies Inc. USA a wholly owned subsidiary of the Company, on the same day.

Further, the Company has framed policy for determining material subsidiaries as per requirements of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has uploaded the same on website and link for the same is as below:

https://www.zensar.com/sites/default/files/investor/

policies-reports-fillings/Policy%20on%20Material%20

Subsidiaries.pdf

Stand-alone Financial Statements and Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by The Institute of Chartered Accountants of India, forms a part of this Annual Report.

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL REMUNERATION) RULES, 2014

1	The ratio of the remuneration of each director to the median remuneration of the employees of the Company excluding Managing Director for the financial year.	Please refer Annexure E- 1 to this Report for details.
2	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	Please refer Annexure E- 2 to this Report or details
3	The percentage increase in the median remuneration of employees.	The percentage increase in the median remuneration in the financial year 2017-18 of employees on India Payroll was 7.1% *
4	The number of permanent employees on the rolls of Company.	6,716
5	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average percentage increase made in the salaries of the employees other than the managerial personnel in the last financial year is 6.9% for India based employees. Considering 0% increment employees, average percentile increase is 47.5th percentile.
6	The key parameters for any variable component of remuneration availed by the Directors.	The variable component of remuneration availed by the Directors is based on Profit After Tax reported by the Company at the end of each financial year and recommendation of Nomination and Remuneration Committee.
7	Affirmation that the remuneration is as per the remuneration	The remuneration to employees of the Company is as per the
	policy of the Company.	remuneration policy of the Company.

* The percentage increase in the median remuneration of employees has been calculated after excluding Managing Director''s remuneration.

Mr. Sandeep Kishore, Chief Executive Officer and Managing Director has not received any directors'' commission during the year from the Company nor any of its subsidiary companies.

DEPOSITS

The Company has not accepted Deposits under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

CHANGE IN THE NATURE OF THE BUSINESS

During the year under review, there was no change in the nature of the business.

INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to report genuine concerns. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Governance and Ethics. The policy is uploaded on the website of the Company:

https://www.zensar.com/sites/default/files/investor/

policies-reports-fillings/Model_Whistle_blower_policy.

pdf

INTER - SE RELATIONSHIPS BETWEEN THE DIRECTORS

There are no relationships between the Directors inter-se.

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has Familiarization programme and the details have been uploaded on the website of the Company:

https://www.zensar.com/sites/default/files/investor/

policies-reports-fillings/FAMILIARISATION%20

PROGRAMMES%20FOR%20INDEPENDENT%20

DIRECTORS.pdf

FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to provisions of Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee laid down criteria for evaluating Board effectiveness by assessing performance of the Board as a whole, performance of individual Director and Committees of the Board namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Banking Committee and Corporate Social Responsibility Committee. The Board approved the criteria laid down by Nomination and Remuneration Committee for evaluating Board effectiveness and engaged a third-party agency to conduct Board effectiveness survey during the year under review. The Survey finding were then considered while conducting the requisite evaluation under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis Report is given as a separate section in this Annual Report and is annexed to this Report as "Annexure F".

AUDITORS

Statutory Auditor:

Pursuant to the provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins and Sells LLP (Firm Registration No. 117366W/W-100018) has been appointed as the Statutory Auditors of the Company to conduct the audit of the financial statement of the Company from FY 2017-18 till FY 2021-22.

The Members are requested to ratify their appointment as Statutory Auditors, pursuant to the provisions of the Companies Act, 2013 in the ensuing Annual General Meeting for the FY 2018-19.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s SVD & Associates, a firm of Company Secretaries in Practice (Firm Registration No. P2013MH031900) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR - 3 is annexed herewith as "Annexure G".

The Board has re-appointed M/s SVD & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the FY 2018-19.

Internal Auditors

The Board had appointed Ernst and Young LLP, as Internal Auditors for the FY 2017-18 under Section 138 of the Companies Act, 2013 and they have completed the internal audit as per scope given by the Audit Committee for the FY 2017-18.

The Board has reappointed Ernst & Young LLP as Internal Auditors for the FY 2018-19.

CORPORATE GOVERNANCE

The Company continues to benchmark itself with the best-of-the-class practices as far as corporate governance standards are concerned. The Company has complied with the requirements provided in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance report on the various requirements under the said clause along with the practicing Company Secretary''s certification thereof is provided in the corporate governance section of this report at "Annexure H".

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has three Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" (2002 ESOS), "2006 Employees

Stock Option Scheme" (2006 ESOS) and Employee Performance Award Unit Plan, 2016 (2016 EPAP) for granting term based and performance based Stock Options to employees and these schemes are being implemented as per regulation laid down.

During the year, the Performance Award Units (PAUs) were granted to the employees. There were no options granted under any other scheme.

In the financial year 2017-18, 10,550 equity shares were allotted under 2002 ESOS and 1,05,900 equity shares were allotted under 2006 ESOS. No equity shares were allotted under 2016 EPAP. The Disclosures in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in this respect are stated in "Annexure I" to this report.

Disclosures for the financial year ended 31st March, 2018 regarding 2002 ESOS , 2006 ESOS and 2016 EPAP in terms of Companies (Share Capital and Debentures) Rules, 2014 are as below:

Particulars	2002 ESOS	2006 ESOS	2016 EPAP
Options granted	NIL	NIL	70,000
Options vested	NIL	62,396	NIL
Options exercised	10,550	1,05,900	NIL
The total no of shares arising as a result of exercise of option	10,550	1,05,900	NIL
Options lapsed/cancelled during the year	12,258	387,998	18,313
The exercise price	Exercise Price for each grant is different and decided by the Nomination and Remuneration Committee as per the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 prevailing at the time of grant.	Exercise Price for each grant is different and decided by the Nomination and Remuneration Committee as per the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 prevailing at the time of grant.	INR 10/-
Variation of terms of options	No variation in the terms of options during the year under review
Money realized by exercise of options	INR 8,91,900	INR 2,47,81,234	NIL
Total no. of options in force	21,142	2,94,780	3,05,505
Employee wise details of options granted to:
Key Managerial Personnel (KMP)	No new options were granted to KMPs during the year under review		25,000 PAUs were granted to Mr. Sandeep Kishore, CEO & MD.
Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year	NIL	NIL	Venky Ramanan - 10.000 PAUs, Sandeep Kishore - 25.000 PAUs Durai Velan - 20,000 PAUs Harjott Atrii - 15,000 PAUs
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	Dr. Ganesh Natrajan -5,00,000 Options All of these options have been exercised	NIL	NIL

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed with this report as "Annexure J".

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy, inter-alia, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints. The following is the summary of complaints received and disposed off during the year under review:

Number of complaints received and disposed off 1

MATERIAL TRANSACTIONS WITH RELATED PARTIES

The Company has not entered in to any material transaction with related parties during the year under review which requires reporting in Form AOC 2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014. However, the requisite disclosures under the IND AS form part of the Notes to Accounts in this report.

BUSINESS RESPONSIBILITY REPORT

Company has made out a Business Responsibility Report under Regulation 34 (2) (f) of the SEBI (LODR) Regulations, 2015 requires which forms a part of this Board''s Report and annexed herewith as Annexure K.

ACKNOWLEDGEMENTS

The Board places on record its appreciation of the contribution of Associates at all levels, customers, business and technology partners, vendors, investors, Government Authorities and all other stakeholders towards the performance of the Company during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (the Rules), all unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the DEMAT account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends and the corresponding shares as the said IEPF rules. The details of the same are available on the website of the Company, www.zensar.com.

SUB-DIVISION OF EQUITY SHARES

The Board of Directors of the Company, at its meeting held on 24th April, 2018, recommended sub-division of Equity Shares of INR 10/- each, into five Equity Shares of INR 2/- each and modifications in the consequential matters, subject to approval of the Members and such other authorities, as may be necessary. It was also proposed to amend the existing Employees Stock Option and Employee Performance Award Unit Plan(s). Requisite proposals for the same, form part of the Notice convening 55th AGM. The Board commends the said resolution(s) for approval of the members of the Company.

For and on behalf of the Board

Sd/-

Place: Mumbai H. V. Goenka

Dated: 24th April, 2018 Chairman

Mar 31, 2017

Dear Members,

The Directors are pleased to present their 54^1h Annual Report together with the Audited Financial Statements, Directors Report and Annexures for the year ended 31^s1 March, 2017.

FINANCIAL SUMMARY:

The Financial summary is as under:

Standalone (Rs. Crores)

	Year ended		Year ended
31^st	March, 2017	31^s''	March, 2016
Income from operations	1,282.82	1,245.28
Miscellaneous Income	11.68	52.74
Total	1,294.50	1,298.02
Profit Before Taxation	252.98	324.27
Profit After Taxation	180.22	238.22
Proposed Dividend	31.41	-
Transfer to General Reserves	100	140
Consolidated			(Rs. Crores)
	Year ended		Year ended
31^st	March, 2017	31^s''	March, 2016
Income from operations	3,060.38	2,951.87
Miscellaneous Income	19.27	53.84
Total	3,079.65	3,005.71
Profit Before Taxation	348.62	416.87
Profit After Taxation	238.37	292.30

In the preparation of financial statements, no treatment different from that prescribed in an Indian Accounting Standard (Ind AS) has been followed.

On standalone basis, during the financial year 2016-17, your Company recorded total income of Rs. 1,294.50 Crore comprising Income from Software Development and Allied Services of Rs. 1,282.82 Crore, and other income of Rs. 11.68 Crore. The Company recorded a net profit of Rs.180.22 Crore reflecting a decrease of 24.3%.

On consolidated basis, your Company has maintained growth with Total income of Rs. 3,079.65 Crore comprising Income from Software Development and Allied Services of Rs. 3,060.38 Crore and other income of Rs.19.27 Crore. The Consolidated Net profit was Rs.238.37 Crore reflecting a decrease of 18.4%.

BUSINESS UPDATE AND STATE OF COMPANY''S AFFAIRS

The global IT landscape is in the midst of highly disruptive technology trends driving widespread digital adoption. Digital has taken center-stage, as global enterprises get prepared for Machine Learning, Blockchain, Gaming, Artificial Intelligence, and Robotics towards transforming their business. There is increased investment in research and development efforts to leverage the benefits offered by the combination of cognitive and emerging areas across digital.

According to Gartner*, ''Digital technology platforms are the building blocks for a digital business and are necessary to break into digital. Every organization will have some mix of five digital technology platforms: Information Systems, Customer Experience, Analytics and Intelligence, The Internet of Things and Business Ecosystems. Companies should identify how industry platforms will evolve and plan ways to evolve their platforms to meet the challenges of digital business.''

The worldwide IT-BPM spend through 2016 saw a 4 percent growth amounting to USD 1.2 trillion in 2016. The growth over previous year was largely contributed by investments in cloud infrastructure and buyers'' acceptance of the cloud model. There was an increase in BPM by 4 percent largely due to BPaaS adoption across industries, Robotic Process Automation and adherence to government compliances.

It was important for us to be the digital company first, before helping customers with their digital transformation. In this context, a concerted effort was made at the start of FY17 to create enterprise applications for both internal and external purposes. The challenge was to take the lead at becoming a breathing living digital company, before taking our offerings to the market. Over the last year we have invested strategically in becoming a living digital company. About 5 percent of our workforce is working on developing digital solutions. So far we have created 30 enterprise class applications that includes one-of-its-kind conversation platform with the CEO, the ZenVerse. Here, the CEO answers each question personally and ensures that if there is a good suggestion, the suggestion is incorporated or if there is an issue, corrective recourse is taken. The other apps are built to enable business processes across functions in the organization like HR, Finance, Delivery etc.

With the changing demand of skills there was a need to ensure our teams are future proofed, and we took the initiative to reskill our workforce ensuring they are more in-tune with customer needs. This involved the launch of a digital training academy that helps employees learn new skills, relearn existing ones and be digitally enabled professionals. This initiative has also been externally recognized with an Industry award.

The year gone by was characterized by emerging areas of automation coming alive in the way of personal digital assistants, robots making an appearance in households to take on basic chores, driverless vehicles etc. led by Al and Machine Learning. All these disruptions grew at a faster pace than the earlier years, making it a connected digital eco-system. The impact and influence of these emerging digital platforms was experienced by customers, users, businesses, factories and various processes.

Your company''s Return on DigitalÂ® strategy, introduced last year laid the foundation for a ''Living Digital'' company. Our initiatives to make your company a 100 percent digital company, was a success, as both employees, customers and our extended universe of influencers like analysts and the media fraternity acknowledged. This also helped in fortifying our go-to-market positioning as we took large leaps toward our stated goals. This is our clear differentiator and value proposition.

All the digital centric initiatives undertaken by your company have resulted in digital contributing to 29.8% of overall revenues. The changes in geo-political headwinds, as well as disruptive digital forces did impact the overall industry performance. In this context, your company continued building on its strong digital portfolio with year ended revenues reported at INR 3,056 Crore, a growth of 4% over the previous year''s revenues of INR 2,938 Crore. The profits after tax were at INR 238.37 Crore, marking an 18.5% decrease over the previous year''s PAT at 292.30 crores. Your company retains its reputation and position as one of the IT companies with a steady performance through 2016-17.

There were two acquisitions made in the year under review. The acquisition of Foolproof Ltd. along with its subsidiaries, one of Europe''s leading independent experience design agencies added to our overall customer centric digital offerings for the CMO segment. Our second acquisition of Keystone Logic INC, a leading Omni channel and Digital Supply Chain company added more value to our digital commerce business.

In addition many new services and solutions were launched in the year to align to customer needs and to provide them with additional value. Our Infrastructure Management Services maintained significance with introduction of a unique offering that has received much attention from the market - The Vinciâ¢, Zensar''s Intelligent Managed Services Platform. In addition our offerings in newer areas like Robotic Process Automation (RPA) enabled us to chart new opportunities. Our Bots went live at many customer firms in an attempt to automate their processes and to give them greater value for their time. We also successfully launched our Gaming Centre of Excellence (CoE) to establish our expertise in this exciting category.

Our focus on chosen verticals of Manufacturing, Retail and Consumer Goods, Banking, Financial Services and Insurance, and on key markets of the US, UK and South Africa remained constant.

Our customer engagement strategy was revisited with a strategic decision to manage a smaller set of clients, with a view to ensure that our clients got increased attention from us with enhanced focused on improved delivery standards. The introduction of the ''three-in-a box'' approach for our top 30 growth client accounts included a robust representation of our offerings with a team comprising a client engagement representative, a delivery lead and a digital evangelist. Within these accounts the focus is on larger deal sizes, leveraging our relationships and deepening them through meaningful and value adding conversations, as a true transformation partner. This strategic initiative helped your company remain ahead of the curve in the practice of customer centricity and heightened engagement.

Our offerings were recognized by leading market analysts, adding to our thought leadership position. Your company was recognized by leading research analysts like Gartner, Forrester, and ISG Insights etc. We were positioned in the Gartner''s Oracle Magic Quadrant for Oracle Application Services, North America. Some of the key recognitions include being featured as a Niche and Established service provider in Zinnov Zones - Digital in Retail 2016; Digital Commerce Service Provider in Gartner 2017 Digital Commerce Vendor Guide, a Strong Performer in Forrester Wave -Application Outsourcing Capabilities of Midsize Offshore Vendors, 2016; Gartner Magic Quadrant for Managed Mobility Services to name a few.

Our Digital Commerce business saw many marquee logos being added to our portfolio. The addition of Keystone Logic to this business unit, opened up new avenues for us. We are considered an end-to-end robust digital commerce provider with a strong digital supply chain offering now in tow.

Our Oracle business saw many additions, as we went live with widespread implementations across worldwide customers. Our capabilities in the context of Oracle Cloud, added potential to generate new opportunities in a growing space.

USA continued to be the largest market for your company. While, we are taking cognizance of the proposed sweeping changes that are taking shape in this region, we will continue to build value and offer visible business outcomes to our customers in America. UK and Europe were in the throes of new policies and regulations due to Brexit. South Africa saw currency fluctuations in the Rand. Our regional performance was consistent, despite these volatilities.

FY17 has been a watershed year for your company with the successful introduction of new organization-wide initiatives that impact customers, employees, our investors and the community we operate in. The year gone by was about translating Return on DigitalÂ® into actionable outcomes and initiatives. Your company is poised to ride on the crest of changes emerging across the futuristic digital landscape.

(*Reference: Gartner''s Top 10 Strategic technology Trends 2017; URL:

http://www.gartner.com/smarterwithgartner/gartners- top-10-technology-trends-2017/)

EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as âAnnexure Aâ.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 6 (Six) meetings of the Board of Directors were held, details of which are set out in the Corporate Governance Report which forms part of this Report.

BOARD COMMITTEES

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

The Directors confirm that -

a) in the preparation of the annual accounts for the financial year ended 31^s1 March, 2017, the applicable accounting standards had been followed and there were no material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as at 31^s1 March, 2017 and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDEPENDENCE OFTHE BOARD

The Board of Directors of the Company comprises of optimum number of Independent Directors. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent as on March 31, 2017 in terms of the Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015:

1. Mr. A.T. Vaswani

2. Mr. SudipNandy

3. Mr. Venkatesh Kasturirangan

4. Ms. Madhabi Puri Buch

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NONEXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OFTHE DIRECTORS

All pecuniary relationship or transactions of the nonexecutive Directors vis-a-vis the company, along with criteria for such payments and disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report and Form MGT 9 which forms part of this Report.

NOMINATION & REMUNERATION POLICY

The Company''s policy on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) is enclosed with this Report as Annexure B.

EXPLANATION AND COMMENTS ON AUDITOR''S AND SECRETARIAL AUDIT REPORT

The Statutory Auditorâs Report does not contain any qualification, disclaimer, reservation or adverse remark.

Further, the Secretarial Audit Report does not contain any qualification, disclaimer, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans granted are mentioned in the Note No. 6d and 32 of Notes to Accounts pursuant to Section 186 (4) read with the Companies (Meetings of Board and its Powers) Rules, 2014. The purpose for granting the loan was to meet the gap in working capital.

Full particulars of investments made are stated in Note No. 6a in the Notes to Accounts.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on an arm''s length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are repetitive in nature. The actual transactions entered into pursuant to the omnibus approval so granted are placed at quarterly meetings of the Audit Committee.

The Company has formulated a Policy on related party transactions. This policy as approved by the Board and is uploaded on the Company''s website on the below link:

http://www.zensar.com/sites/all/themes/zensar/pdf/ln

vestors/Policy%20on%20Related%20Party%20Transactions.pdf

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs.100 Crore to General Reserve.

DIVIDEND

Your Company had reported satisfactory profit levels in the first three quarters of the current financial year. Continuing with the Company''s tradition of rewarding the Members, Interim dividend of Rs. 5/- per share aggregating to Rs.224,154,030/- was paid in the month of February, 2017.

Further, the Board recommends a final dividend of Rs.7/per equity share of face value of Rs.Rs.10/- each (70%) on the paid-up equity share capital of the Company for the year under review. The total pay-out will amount to Rs.314,115,466/-.

The Company has adopted a Dividend Distribution policy during the year under review and the same is enclosed to this report as Annexure M.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on 31^s1 March, 2017 to which the financial statements relate and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production are not applicable as the company is engaged in the service sector and provides IT and IT related services.

Particulars prescribed under Section 134 (3)(m) of The Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of technology absorption are set out in âAnnexure Câ to this report. Particulars regarding R & D expenditure during the year are given in Note No. 5 of Notes to Accounts.

RISK MANAGEMENT

A detailed report on Risk Management is included in Management Discussion and Analysis which forms part of this Report. The report clearly states development and implementation of a Risk Management Policy for the company including identification therein of elements of risks along with risk mitigation plan.

CORPORATE SOCIAL RESPONSIBILITY

At Zensar, we believe in the Triple Bottom line (3P) approach that is, ensuring a sustained and holistic approach to People, Planet and Profit. In fact, Commitment to People and Communities is one of the three core values of Zensar, and the spirit of Corporate Social Responsibility (CSR) runs across the organization whether it be through the commitment and involvement of senior leadership, exceptional volunteering practices or the extensive exposure to CSR at the time of induction of new recruits. Some CSR activities at Zensar are undertaken through RPG Foundation, which in turn is committed to under take CSR activities across all group companies of RPG. Zensar is proud to say that over 20% of associates volunteer their time and energy, aligning with the CSR programs.

A few of the highlights in the areas of Community Development, Digital Literacy, Employability

Enhancement and Environment Sustenance are:

- Integration of community development: Having worked with three slum communities and a village, the CSR programs are now in a position to integrate the various learning spaces (Adopted Schools, Community Development Centres and Udaan English Proficiency Centres) and engagement programs of gender Equality, distress addressing networks and mentoring programs). This year saw the emergence of Economic Development Program; in the light of demonetization in December 2016. This program will enable our communities to save more, look at individual and household financial management and link it to various skills/vocations they want to train on. In Anjaiah Nagar Mandal Parishad School, the School Monitoring Committees (SMC) was formed to bring together teachers and parents together formally. Three knowledge spaces of Library, Digital Lab and Science Lab was launched along with Education Board and Pune Municipal Corporation officials. Udaan English Centre, a flagship program is now replicated across Community Development Centres in Pune - the program would be scaled up across locations in the coming Financial Year.

- National Digital Literacy Mission (NDLM) centers and buses: In the year 2016-17, the digital literacy program run by CSR at Zensar continues to be a leader amongst corporates in working towards the National Digital Literacy Mission wherein at least one person from every household in India, should be digitally literate by the year 2020. We achieved 95% digital literacy in the communities of Anjaiah Nagar and Yamuna Nagar. Overall, we have trained 3500 people across 12 communities through 5 physical centres and 3 mobile buses. We continue in our efforts to spread digital literacy amongst the underprivileged and spearhead this mission. The digitally literate candidates benefitted during the demonetization, as they were familiar with the technical options available to them. The youth checked the results of their 10^1h, 12^th and final year graduation online at our digital centres.

- The Employability Skills Development program has expanded significantly during the year 2016-17. Under this program more than 1500 students from Tier-2 and Tier-3 engineering colleges received 200 hours of employability related trainings in technical, digital and behavioural skills. After completion of the training, around 68% of students received job offers from various companies. In addition, livelihood generation programs in the areas of Tailoring, Data Entry, Administrative Assistant, Retail Assistant etc. were undertaken for the benefit of underprivileged communities in Pune & Hyderabad.

- Environment Sustenance: The 2-acre Biodiversity Park which was developed by Zensar Foundation in September 2012 in partnership with the PMC, is maintained actively. The park continues to attract an average of 300 visitors daily. In May 2016 an Urban Gardeners'' club was launched to build a network of communities around the park are passionate about the planet. Various Biodiversity sessions were conducted through out the year at the park and at Zensar''s campus to spread the message of Environment. Volunteers continued their efforts in co-building the terrace garden at Late Hambirao Moze School, Pune; and organized clean up drives across Pune city. Volunteers in Hyderabad also dug rainwater harvesting pits in for Gachibowli Mandal Parishad School.

These are just a few of the activities undertaken in the year 2016-17. Through working in missions such as NDLM and Swachh Bharat and programs such as those of NSDC (National Skills Development Mission), CSR continues to align itself with local, state and national government policies. We look forward to further expansion in the coming years in terms of outreach as well as impact.

The Company had an outlay to spend Rs.574.00 Lakhs during the year 2016-17 on CSR activities. As on 31^s1 March, 2017 Company has spent Rs.558.79 Lakhs. This was the third year of CSR spent as required under the Companies Act, 2013. The Company has evaluated appropriate programs and projects to scale up in the chosen areas of CSR spends during the year 2016-17 and accordingly the unspent amount this year was minimal to the extent of Rs. 15.21 Lakhs. The Company shall strive to complete its entire CSR obligation going forward.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes have occurred in the Board of Directors as well as Key Managerial Personnel:

1. Dr. Ganesh Natarajan ceased to be Vice-Chairman and Managing Director and demitted the office of directorship w.e.f. 30^1h April, 2016 on expiry of his term. The Board records its appreciation of the valuable contribution made by Dr. Natarajan in the growth of the Company during his tenure as Vice Chairman and Managing Director of the Company;

2. Mr. Manoj Jaiswal has been appointed as Chief Financial Officer of the Company w.e.f. 16^1h January, 2017 in place of retiring Chief Financial Officer Mr. S Balasubramaniam;

3. Mr. P. K. Mohapatra, Non-executive Independent Director passed away on 13^1h March, 2017. The Board records its deep appreciation of the services rendered by Late Mr. Mohapatra during his tenure as a Director of the Company.

SUBSIDIARY COMPANIES

Your Company along with subsidiaries provides digital solutions and technology services globally. A Report on the performance and financial position of each of the subsidiaries pursuant to Rule 8 (1) and Form AOC 1 read with Rule 5 of Companies (Accounts) Rules, 2014 is annexed as Annexure E and forms a part of this Report.

The Wholly Owned Subsidiary Company in UK has acquired one of Europe''s leading experience design agencies Foolproof Limited headquartered in London along with its two wholly owned subsidiary companies in UK and one wholly owned subsidiary Company in Singapore in November, 2016.

The Wholly Owned Subsidiary Company in USA has acquired Keystone Logic Inc. a leading Omnichannel and Digital Supply Chain Company, headquartered in Atlanta, USA in March, 2017.

Further, the Company entered into a definitive agreement to acquire the business of Keystone Logic Solutions Private Limited on March 30,2017.

Mr. Sandeep Kishore, Managing Director and CEO has not received any commission during the year from the Company nor any of its subsidiary companies.

The Company has framed policy for determining material subsidiaries as per requirements of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has uploaded the same on website and link for the same is as below:

http://www.zensar.com/sites/all/themes/zensar/pdf/lnvestors/Zensar%20Policy%20for%20determining%20 material%20subsidiaries.pdf

DEPOSITS

The Company has not accepted Deposits under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business.

INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL REMUNERATION) RULES, 2014

1	The ratio of the remuneration of each director to the median remuneration of the employees of the company excluding Managing Director for the financial year.	Please refer Annexure F-1 to this Report for details.
2	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	Please refer Annexure F- 2 to this Report for details
3	The percentage increase in the median remuneration of employees.	The percentage increase in the median remuneration of employees on India Payroll was 8%¹ during the financial year 2016-17
4	The number of permanent employees on the rolls of company.	6,451
5	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Considering 0% increment associates, average percentile increase is 48.3rd percentile & excluding 0% increment associates, average percentile increase is 48.2nd Percentile.
6	The key parameters for any variable component of remuneration availed by the Directors.	The variable component of remuneration availed by the Directors is based on Profit After Tax reported by the Company at the end of each financial year and recommendation of Nomination and Remuneration Committee.
7	Affirmation that the remuneration is as per the remuneration policy of the company.	The remuneration to employees of the Company is as per the remuneration policy of the company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Governance and Ethics. The whistle blower policy is uploaded on the website of the Company on the link below.

http://www.zensar.com/sites/all/themes/zensar/pdf/lnvestors/Model_Whistle_blower_policy.pdf

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There are no relationships between the Directors inter se.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has conducted Familiarization programme and the details of the same has been uploaded on the website of the Company on the link below:

http://www.zensar.com/sites/all/themes/zensar/pdf/lnvestors/FAMILIARISATION%20PROGRAMMES%20 FOR%20INDEPENDENT%20DIRECTORS.pdf

FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to provisions of Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee laid down a criteria for evaluating Boardâs effectiveness by assessing performance of the Board as a whole, performance of individual director and Committees of the Board namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Banking Committee and Corporate Social Responsibility Committee. The Board approved the criteria laid down by Nomination and Remuneration Committee for evaluating Boardâs effectiveness and engaged a third party agency to conduct Boardâs effectiveness survey during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis Report is given as a separate section in this Annual Report and is annexed to this Report as âAnnexure Gâ.

AUDITORS Statutory Auditor:

Pursuant to the provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board at its Meeting held on 20th December, 2016 had appointed M/s. Deloitte Haskins and Sells LLP as Statutory Auditors of the Company for the Financial Year 2017-18, subject to approval of the Members in ensuing Annual General Meeting in place of the retiring Statutory Auditors M/s Price Waterhouse whose term expires as per the relevant provisions of the Companies Act, 2013 read with Rules formed there under.

Members are requested to confirm and approve their appointment.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s SVD & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 is annexed herewith as âAnnexure Hâ.

The Board has reappointed M/s SVD & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18.

Internal Auditors:

The Board had appointed Ernst and Young LLP as Internal Auditors for the financial year 2016-17 under Section 138 of the Companies Act, 2013 and they have completed the internal audit as per scope given by the Audit Committee for the financial year 2016-17.

The Board has reappointed Ernst & Young LLP as Internal Auditors of the Company for the financial year 2017-18.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best-of-the-breed practices as far as corporate governance standards are concerned. Your Company has complied with the requirements provided in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance report on the various requirements under the said clause along with the practicing Company Secretary''s certification thereof is provided in the corporate governance section of this report at âAnnexure Iâ

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has three Employees Stock Option Schemes in force namely, â2002 Employees Stock Option Schemeâ (2002 ESOS), â2006 Employees Stock Option Schemeâ (2006 ESOS) and Employee Performance Award Unit Plan, 2016 (2016 EPAP) for granting term based and performance based Stock Options to employees and these schemes are being implemented as specified by Securities Exchange Board of India in this regard.

Company has rolled out Employee Performance Award Unit Plan, 2016 (EPAP 2016) and granted Performance Award Units (PAUs) to the employees for the first time in year under review.

In the financial year 2016-17, 9,500 equity shares were allotted under 2002 ESOS and 2,32,710 equity shares were allotted under 2006 ESOS. No equity shares were allotted under 2016 EPAP. The Disclosures in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in this respect are stated in âAnnexure Jâ to this report.

Disclosures for the financial year ended 31^s1 March, 2017 regarding 2002 ESOS, 2006 ESOS and 2016 EPAP in terms of Companies (Share Capital and Debentures) Rules, 2014 are as below:

Particulars	2002 ESOS	2006 ESOS		2016 EPAP
Options granted	NIL	2,13,000		2,53,818
Options vested	43,950	2,45,658		NIL
Options exercised	9,500	2,32,710		NIL
The total no of shares arising as a result of exercise of option	9,500	2,32,710		NIL
Options lapsed/cancelled during the year	5,428	2,21,594		NIL
The exercise price	Exercise Price for each grant is different and decided by the Nomination and Remuneration Committee as per the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 prevailing at the time of grant.	Exercise Price for each grant is different and decided by the Nomination and Remuneration Committee as per the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 prevailing at the time of grant.		Rs.107-
Variation of terms of options	No variation in the terms of options during the year under review.	No variation in the terms of options during the year under review.		No variation in the terms of options during the year under review.
Money realized by exercise of options	Rs. 1,10,46,250	Rs.4,52,11,470		NIL
Total no of options in force	43,950	7,88,678		2,53,818
Employee wise details of options granted to:
Key Managerial Personnel (KMP)	No new options were granted to KMPs during the year under review.	No new options were granted to KMPs during the year under review.		No new options were granted to KMPs during the year under review except grant of 1,25,000 PAUs to Mr. Sandeep Kishor
any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	NIL	Name of Employee	No of Options	Name of; No of Employee PAUs
		Mr. John Blackburn	1,25,000	Sandeep 1,25,000 Kishore
		Indranil Roychoudhary	40,000	Sandeep 1,25,000 Kishore
		Raju Hari	12,000	Ajay \| 20,000 Bhandari
		Sandeep Peshkar	12,000	Ajay \| 20,000 Bhandari
		ChandraTripurani	12,000	Malay 12,500 Verma
		Anjali Deodhar	12,000	Malay 12,500 Verma

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars	2002 ESOS	2006 ESOS	2016 EPAP
Identified employees who were granted option, during were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	NIL	NIL	NIL

Particulars of employees pursuant to the Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed with this report as âAnnexure Kâ.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints. The following is the summary of complaints received and disposed off during the year under review:

Number of complaints received and disposed off 1

MATERIAL TRANSACTIONS WITH RELATED PARTIES

The Company has not entered in to any transaction with related parties during the year under review which requires reporting in Form AOC 2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report under Regulation 34 (2) (f) of the SEBI (LODR) Regulations, 2015 forms a part of this Director''s Report and annexed herewith as Annexure L.

ACKNOWLEDGEMENTS

We take this opportunity to thank all the shareholders, customers, suppliers, bankers, business partners / associates, financial institutions associated with the Company for their continued support.

I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the IT Services industry.

We further thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Technology Parks (STPs) / Software Development Centres (SDCs) / Special Economic Zones (SEZs) and all other government agencies for their support and look forward for their continued support in future.

For and on behalf of the Board

Sd/-

H.V. Goenka Place: Pune

Chairman Dated: 25^1h April, 2017

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 52nd Annual Report together with the Audited Financial Statements, Directors'' Report and Annexures for the year ended 31st March 2015.

FINANCIAL SUMMARY:

The Financial summary is as under:

Standalone

(Rs. in Crores)

Income from operations 1052.45 908.48

Miscellaneous Income 48.27 53.53

Total 1100.72 962.01

Profit Before Taxation 253.45 257.96

Profit After Taxation 183.11 187.22

Proposed Dividend 28.81 26.26

Transfer to General Reserves 100.00 100.00

Consolidated (Rs. in Crores)

Income from operations 2627.68 2315.60

Miscellaneous Income 55.05 49.69

Total 2682.73 2365.29

Profit Before Taxation 365.91 339.86

Profit After Taxation 264.59 237.52

In the preparation of financial statements, no treatment different from that prescribed in an Accounting Standard has been followed.

On standalone basis, during the financial year 2014-15, your Company recorded total income of Rs. 1,100.72 Crores comprising Income from Software Development and Allied Services of Rs. 1,052.45 Crores, and other income of Rs. 48.27 Crores. The Company recorded a net profit of Rs. 183.11 Crores reflecting a decline of 2%.

On consolidated basis, your Company has maintained growth with Total income of Rs. 2682.73 Crores comprising Income from Software Development and Allied Services of Rs. 2627.68 Crores and other income of Rs. 55.05 Crores. The Consolidated Net profit was Rs. 264.59 Crores reflecting growth of 11.40%.

There are no Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year on 31st March, 2015 to which the financial statements relate and the date of the report.

BUSINESS UPDATES AND STATE OF COMPANY''S AFFAIRS

Technology is driving transformation across enterprises with specific initiatives in the area of cloud, social media, analytics and big data analytics. Organizations are looking to find a balance between adopting new technologies like cloud, while managing existing data centres. Disruptive technologies continue to create unique challenges, with enterprises expecting solution partners to manage end to end transformation for them. This is where Zensar plays a pivotal role and remains relevant.

Worldwide IT -BPM spend amounted to USD 2.30 trillion, with India maintaining its edge at 55 percent share. In FY15, the Indian IT-BPM industry is expected to account for revenues of USD 146 billion, which is a 13 percent growth from last year. India retains its place in the spotlight with this industry emerging as the largest and most diverse private sector employer with approximately 3.5 million direct jobs and responsible for 10 million indirect jobs. This sector continues to retain its distinction of being the largest private sector employer in India. This sector is on the growth path due to the global trends driving its relevance and potential.

The industry is fuelling growth and charting successful job opportunities by driving innovation, global learning and enhancing capabilities on a consistent basis. The Indian government has displayed its support to encourage more participation by launching the Digital India and Make in India initiatives. The country is making concerted strides into creating new technology capabilities with accelerated learning in the emerging areas of cloud, big data analytics and digital enterprises. It is this strategy that is helping the country to raise its viability worldwide.

Globally, the world has become a sharing economy wherein both individuals and businesses are working with new and futuristic technologies as well as tools. Technology is driving multiple ways of connecting, doing business and helping meet business outcomes that are clearly defined. The role of IT has taken a different focus as digital becomes omnipresent and this is where we too see business growth and potential.

The year in question was filled with certain volatilities that were a concern area, yet your Company continued to navigate through this business environment to remain focused and achieve its goals. You will be happy to note that your Company steered through and the results speak for themselves. The Company reporting FY15 revenue of Rs. 2627.68 Crores, a growth of 13.5% over the previous year revenue of Rs. 2315.60 Crores. The PAT is at Rs. 264.59 Crores, an 11.4% increase over previous year PAT at Rs. 237.52 Crores. Your Company retains its reputation as a successful leading global IT organization in 2014-2015.

Zensar has made strategic changes to the way it does business in the last few years with the vertical approach. This approach has garnered rewards and the new customer additions indicate that your company is on the right path. It is through these integrated offerings across traditional applications software and cutting edge digital services in the focus verticals, that your Company has seen visible benefits.

One of the winning ways for us has been the focused vertical strategy which Zensar has successfully implemented across all our regions. This approach has helped us focus on building expertise and specific solution capabilities with a clear vision to help customers meet their business objectives each time. Our investments in creating new benchmarks for customer service as well as deepening our expertise has resulted in clear and measurable results. All our efforts towards building new lines of growth and dedicated focus towards emerging areas like DevOps, digital solutions etc. has helped us remain profitable, relevant and on the growth path.

The key vertical areas of focus continue to remain; Manufacturing, Retail, Banking, Financial Services and Insurance. Each of these verticals has been strategically enhanced with leadership, talent and better customer understanding and relationships.

Our foray into developing state-of-the-art social and digital solutions and consulting capabilities will continue to augment our proven expertise in the core areas like Application Development, Support, Maintenance, Testing and Modernisation; Business Process Management; Infrastructure Management; Enterprise Solutions in Oracle and SAP; Business Intelligence and CRM.

All efforts towards strengthening your Company''s Infrastructure Management business, the volume of large deals in this space has helped us keep momentum across regions. Our diverse teams across global operations are well versed to adapt to a customer''s needs and work across processes with a vertical expertise to deliver on results consistently. Your Company will continue to invest all efforts at ramping up skill sets periodically to maintain the talent edge as well ensure that customer centricity remains at the core of every client project, we undertake. We are well equipped to not only help customers manage their overall services but also be the go to Company for end to end infrastructure management requirements.

Managed services is getting attention and your Company is well poised to integrate on premise and managed service with equal success measures. We are well placed in terms of building on the potential of this hugely popular trend.

Your Company enjoys successful and long standing technology partnerships globally with industry leading OEMs like Oracle, Microsoft, SAP and SFDC. These partnerships drive and enhance our technology expertise with singular focus on ensuring that we remain ahead in terms of delivery and variety of options on offer. Our Oracle expertise and Platinum Partnership is robust enabling us to leverage industry focused solutions implemented with visible transformation in the client''s business. Our Oracle expertise is constantly winning recognition across both Oracle and analysts alike. Our strength in the Oracle technology space is further enhanced with a total of more than 2200 experts. Our Oracle advantage is clearly linked towards helping our customers have seamless operations.

Our leadership in the emerging and high growth potential sector of Retail eCommerce is further strengthened by our acquisition of Professional Access. Not only do we enjoy a leverage in terms of talent, but also helps us advance in our proven track record with large scale Oracle implementations in the manufacturing and retail segments.

We continue to demonstrate our industry knowledge in SAP through our Gold Partnership status. We continue to take successful strides in the area of SAP deployments and are acknowledged by SAP with awards and recognitions. Zensar''s preconfigured solutions certified by SAP for select verticals like Dairy, Pharma, Chemical, Retail and Life Sciences continues to create more potential for domestic and other regional led business opportunities. Our customers in this space continue to enjoy the benefits of our HANA centre of excellence.

SMAC is driving enterprise trends across applications. Zensar has built its expertise around these emerging technology trends with enhanced capabilities across all these areas. Today, your Company is well placed to build on these technologies as well as create solutions to serve nice needs of digital enterprises. Our state of the art Social Command Center helps companies across industries listen and gain actionable insights from social media networks which helps customers respond in time to their various stakeholders in real time.

In terms of the region-wise growth, the US continues to perform consistently through last year with significant deals helping our overall profitability. South Africa continued with its stellar performance with the top 5 brands across the financial spectrum like banking and insurance remaining on the growth path. The region is all focused towards making of the new focus areas like retail and mining along with the government vertical too. Its operations in East Africa have helped cover the region more effectively with new potential. While the European region was adversely impacted by volatile economic conditions, your Company continued to have success in significant wins in the UK. India enjoyed sustained growth while building focus on enhanced capabilities and increased focus on talent acquisition and development.

Your Company has continued to be on its profitable path by keeping steadfast focus on key areas of customer- centricity in terms of capability development, talent management and leveraging emerging areas effectively across the diverse regions it operates in. We are poised to take flight towards meeting our 2020 goal clearly and surely.

EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure A".

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 8 (Eight) meetings of the Board of Directors were held, details of which are set out in the Corporate Governance Report which forms a part of this Report.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

The Directors confirm that -

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed and there were no material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March, 2015 and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS.

The Company has received declaration from each of the Independent Directors under Section 149 (6) and (7) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company, along with criteria for such payments and disclosures on the remuneration of the Directorsalong with their shareholding are disclosed in Corporate Governance Report and Form MGT 9 which forms a part of this Report.

NOMINATION &REMUNERATION POLICY

The Company''s policy on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) is annexed with this Report as "Annexure B ".

EXPLANATION AND COMMENTS ON AUDITOR''S AND SECRETARIAL AUDIT REPORT

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors'' Report.

Further, there is no qualification, disclaimer, reservation or adverse remark made by the Company Secretary in practice in Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans granted are mentioned in the Note Nos. 14 & 27 of Notes to Accounts pursuant to Section 186 read with Companies (Meetings of Board and its Powers) Rules, 2014. The purpose for granting the loan was to meet the gap in working capital.

The details of guarantee given and security provided by the Company to Zensar Technologies Inc USA are stated in Note No 31 of Notes to Account. The said security was provided for securing borrowing availed of for acquisition.

Full particulars of investments made are stated in Note No. 12 and Note No. 15 in the Notes to Accounts.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are repetitive in nature. The actual transactions entered into pursuant to the omnibus approval so granted are placed at quarterly meetings of the Audit Committee.

The Company has formulated a Policy on related party transactions. This policy as approved by the Board is uploaded on the Company''s website on the below link:

http://www.zensar.com/media/system/pdf/Investors/Policy%20

on%20Related%20Party%20Transactions.pdf

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs. 100.00 Crores to General Reserve.

DIVIDEND

Your Company had reported satisfactory profit levels in the first three quarters of the current financial year. In keeping with the Company''s tradition of rewarding the Members, an interim dividend of Rs. 4.50/- per share aggregating to Rs. 19.78 Crores was paid in the month of February, 2015.

Further, the Directors are pleased to recommend a final Dividend of Rs. 6.50 per share. This together with interim dividend will result in total outflow of Rs. 48.60 Crores plus Dividend Distribution Tax, Surcharge and Cess thereon. The final dividend would be paid to those Members, whose names appear in the Register of Members at the end of business day on 6th July, 2015 and subject to approval of the Members in the ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on 31st March, 2015 to which the financial statements relate and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production are not applicable as the Company is engaged in the services sector and provides IT and IT related services.

Particulars prescribed under Section 134 (3)(m) of The Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of technology absorption are set out in "Annexure C" to this report.

Particulars regarding Foreign Exchange earnings and outgo during the year are given in Note No. 33 and Note No. 34 of Notes to Accounts respectively. Particulars regarding R & D expenditure during the year are given in Note No. 38 of Notes to Accounts.

RISK MANAGEMENT

A detailed report on Risk Management is included in Management Discussion and Analysis which forms part of this Report. The report clearly states development and implementation of a risk management policy for the Company including identification therein of elements of risks along with risk mitigation plan.

CORPORATE SOCIAL RESPONSIBILITY

Company takes pride in being a socially responsible business corporation. Zensar Foundation, a trust operating under the Company, leads the company''s social outreach programs and is committed to improving the overall wellbeing of slum communities in the cities where the Company is located. Its work is focussed on Community Development, Employability Enhancement and Environment Sustenance. In keeping with the philosophy that employees are the biggest change agents not only in the technology marketplace but also in society, the management places much emphasis on employee volunteering for CSR activities. Company is proud to say that over 20% of its employees in India have volunteered their time, in the year under review. Details about the CSR policy and CSR initiatives undertaken during the year are annexed herewith as "Annexure D" to this report.

A few of the highlights in the areas of Community development, Employability enhancement and Environment sustenance are:

* Adoption of a third slum community: Having worked with two slum communities (Chandan Nagar in Pune and Anjaiah Nagar in Hyderabad) over the preceding years and developed a replicable model for the same, Zensar Foundation has invested in a third community in Pune. This community is in Yamuna Nagar which comprises approximately 500 households.

* National Digital Literacy Mission (NDLM): In the year 2014- 15, Zensar Foundation has emerged as a leader amongst corporates in working towards the National Digital Literacy Mission wherein at least one person from every household in India, should be digitally literate by the year 2020. Two NDLM centers have been started in slum communities: one at Hyderabad which was the first in the country to be started by a corporate under the NDLM banner, and the other at Pune. The course has already been delivered to over 500 participants. Zensar volunteers undertook an ''Each One Teach One'' campaign during the National Digital Literacy Week, spending over 20 hours each in training one person per volunteer. There are several other ''firsts'' to Company''s name, including conducting teacher training for Digital Literacy, running batches for Anganwadi workers under the central digital literacy program, etc. and we continue to have ambitious plans in this area in the coming year as well.

* The Employability Skills Development program has expanded significantly. Company launched a program whereby over 800 students from Tier 2 and Tier 3 colleges in Maharashtra and Andhra Pradesh have been imparted both soft skills'' and technical skills'' training, in line with nationally standardized Qualification Packs. Apart from this, several employability programs for vocations such as Tailoring, Retail, Administrative support etc. were initiated for the underprivileged.

* Environment Sustenance: The 2-acre Biodiversity Park which was developed by Zensar Foundation in partnership with the Pune Municipal Corporation (PMC), in Pune in 2012 continues to be maintained actively. The park attracts many visitors daily. New sections such as the extinct plants section and butterfly host plant section have been developed in order to keep the Park relevant and engaging. Other than the Park, Zensar Foundation has participated actively in the Swachh Bharat mission. Swachh Bharat campaigns have been conducted in Hyderabad and Pune by volunteers who have spread public awareness and taught by example through cleaning of public spaces.

These are just a few of the activities undertaken in the year 2014-15. We are proud that it has been an year of immense reinforcement and expansion with the overall scale of operations having more than doubled; leading to an outreach to large beneficiaries per year. Through working in missions such as NDLM and Swachh Bharat and programs such as those of NSDC, Company is also aligning to the national agenda for development. We look forward to further expansion in the coming years in terms of outreach as well as impact.

The Company had an outlay to spend Rs. 394 Lacs during the year 2014-15 on CSR activities. For the year ended 31st March, 2015 Company has spent Rs.156.94 Lacs. As this was the first year of CSR spent under the Companies Act, 2013, the Company was in the process of evaluating appropriate programmes and projects to scale up in the chosen areas of CSR spends. This process has now been completed and the Company intends to increase the CSR spend during the next year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Dr. Ganesh Natarajan, Vice Chairman and Managing Director, Mr. S. Balasubramaniam, Chief Financial Officer and Mr. Nilesh Limaye, Company Secretary were designated as Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

Ms. Madhabi Puri Buch was appointed an additional director with effect from 30th September, 2014.

Further, the Board of Directors of the Company appointed Mr. A. T. Vaswani, Mr. P. K. Choksey, Mr. P. K. Mohapatra, Mr. Venkatesh Kasturirangan and Ms. Madhabi Puri Buch as Independent Directors of the Company for a term of five years from 1st April 2015 on the recommendation of Nomination and Remuneration Committee in their meeting held on 19th January, 2015. This appointment of Independent Directors was approved by the Members of the Company by way of Postal Ballot conducted in March 2015.

Further, on the recommendation of Nomination and Remuneration Committee, the Board of Directors had approved the re-appointment of Dr. Ganesh Natarajan as Vice Chairman and Managing Director of the Company with effect from 1st February, 2015 to 30th April, 2016. The Members of the Company also approved the said re-appointment and terms and conditions including remuneration of Dr. Ganesh Natarajan, Vice Chairman and Managing Director by way of Postal Ballot conducted in March, 2015.

In accordance with the provisions of Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mr. H. V. Goenka , Chairman of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Brief particulars of Mr. H. V. Goenka, his expertise in various functional areas are given in the Notice convening the Annual General Meeting. The Board of Directors recommends the re- appointment of Mr. H. V. Goenka as mentioned above.

Mr. Niraj Bajaj, Independent Director resigned from the Board of Directors of the Company with effect from 8th January, 2015. The Board while accepting and noting resignation has recorded its sincere appreciation for the valuable guidance, co-operation and patronage received during his tenure as a Director.

SUBSIDIARY COMPANIES

Your Company along with subsidiaries provides software solutions and services globally. A Report on the performance and financial position of each of the subsidiaries pursuant to Rule 8 (1) and Form AOC 1 read with Rule 5 of Companies (Accounts) Rules, 2014 is annexed as "Annexure E" and forms a part of this Report.

Further, during the year under review, Zensar Technologies Inc, a wholly owned subsidiary of the Company has acquired Professional Access Limited, a company registered in USA. Zensar Advanced Technologies Limited, a wholly owned subsidiary of the Company incorporated in Japan has ceased to be a subsidiary company pursuant to its liquidation.

The Managing Director has not received any commission during the year from the Company nor any of its subsidiary companies.

The Company has framed policy for determining material subsidiaries as per requirement of Clause 49 of the Listing Agreement and has uploaded on website and link for the same is as below:

http://www.zensar.com/media/system/pdf/Investors/Zensar%20 Policy%20for%20determining%20material%20subsidiaries.pdf

During the year under review, the Company has purchased business of Professional Access Software Development Pvt. Ltd. and has also established a branch office in Kenya. Company''s wholly owned subsidiary namely Zensar Technologies (UK) Limited has established branch offices in Switzerland and Austria during the year under review.

Stand-alone Financial Statements and Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by The Institute of Chartered Accountants of India, forms a part of this Annual Report.

DEPOSITS

The Company has not accepted Deposits under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business.

INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL REMUNERATION) RULES, 2014

1 The ratio of the remuneration of each Please refer"Annexure F- 1" director to the median to this Report for details. remuneration of the employees of the Company for the financial year.

2 The percentage increase in Please refer"Annexure F- 2" remuneration of each director, to this Report or details. Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

3 The percentage increase in the median The percentageincrease remuneration ofemployees in the in the median remuneration financial year. in the financial year on India Payroll was 11.78%.* 4 The number of permanent employees 6,350 on the rolls of Company.

5 The explanation on the relationship The profit before tax for between average increase the 2015 on standalone financial year ended 31st March, basis declined by 1.74% in remuneration and Company performance. whereas the average percentage increase in the remuneration of employees on India Payroll excluding Managing Director in the financial year 2014-15 was10.75%. The average increase in remuneration and Company performance are directly related to each other, however it is subject to individual performance, industry trends, economic situation, future growth prospects and possible replacement of employee.

6 Comparison of the remuneration of The profit before tax for the Key Managerial the financial year ended Personnel against the performance 31st March,2015 on of the Company. standalone basis declined by 1.74% whereas the average percentage increase in the remuneration of key managerial personnel in the financial year 2014-15 was 14.23%. The average increase in remuneration and company performance are directly related to each other, however it is subject to individual performance, industry trends, economic situation, future growth prospects and possible replacement of employee.

7 Variations in the market capitalisation 31st 31st of the Company, price March March, earnings ratio as at the closing date ,2014 ,2015 of the current financial year and previous financial year and percentage increase over decrease in the market Market Rs. Rs. quotations of the shares of the rate Capita 2847.55 1639.97 Company in comparison to the rate at lisation Crores Crores which the Company came out with the last public offer in case of listed PE Ratio 10.00 6.88 companies. Market capitalization and increased by 73.63% and 54.94% respectively as compared to last year. % increase in market quotation over last Public issue price: Public issue of equity shares was made in the year 1979 with issue price of Rs. 10.00 per share. The average closing price on BSE and NSE as on 31st March, 2015 was Rs. 642.40 The market price per share has increased by 6324% as on 31st March, 2015. (Subsequent to last public issue of the Shares, there were multiple changes in the capital structure of the Company by way of rights issue, preferential issue, conversion of debentures into equity shares, buy back shares, bonus issue etc, & impact of it has not been considered)

8 Average percentile increase Average percentile increase already made in the salaries already made in the salaries of employees other than the of employees other than the managerial personnel in the last managerial personnel in the financial year and its comparison last financial year is 48th with the percentile increase percentile. The percentile and justification thereof and increase in the in the managerial remuneration managerial remuneration point out if there are any is 50th percentile. exceptional circumstances for increase in the managerial remuneration

9 Comparison of the each remuneration The profit before tax for the of the Key Managerial Personnel against financial year ended 31st March, the performance of the Company. 2015 on standalone basis declined by 1.74%. The increase in remuneration of each of the Key Managerial Personnel is as below:

1. Dr. Ganesh Natarajan, Managing Director : 17.54%

2. Mr. S Balasubramaniam, CFO : 15.15%

3. Mr. Nilesh Limaye, CS:10%

The increase in remuneration and Company performance are directly related to each other however, subject to individual performance, industry trends, economic situation, future growth prospects and possible replacement of employee.

10 The key parameters for any The variable component of variable component of remuneration availed by the remuneration availed by the directors Directors is based on Profit After Tax reported by the Company at the end of each financial year and recommendation of Nomination and remuneration Committee.

11 The ratio of the remuneration Not applicable of the highest paid director to that of the employees who are not directors but receiveremuneration in excess of the highest paid director during the year

12 Affirmation that the remuneration is as per the remuneration The remuneration to policy of the Company. employees of the Company is as per the remuneration policy of the Company. * The percentage increase in the median remuneration of employees has been calculated after excluding Managing Director''s remuneration.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Audit Committee''s terms of reference inter-alia include vigil mechanism which also incorporates a Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company has adopted Whistle Blower Policy in the meeting of Board of Directors held on 24th July, 2014. The Whistle Blower mechanism provides for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company''s Code of Governance and Ethics. The Whistle Blower Policy is uploaded on the website of the Company on the link below.

http://www.zensar.com/media/system/pdf/WHISTLE%20BLOW ER%20POLICYpdf

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There are no relationships between the Directors inter se.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has familiarisation programmes and the details of it have been uploaded on the website of the Company on the link below:

http://www.zensar.com/media/system/pdf/Investors/FAMILIARI SATION%20PROGRAMMES%20FOR%20INDEPENDENT%20DIRECTORS.pdf

FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to provisions of Section134 of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Nomination and Remuneration Committee laid down a criteria for evaluating Board effectiveness by assessing performance of the Board as a whole, performance of individual Director and Committees of the Board namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Banking Committee and Corporate Social Responsibility Committee. The Board approved the criteria laid down by Nomination and Remuneration Committee for evaluating Board effectiveness and engaged a third party agency to conduct Board effectiveness survey during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis in terms of Clause 49 of the Listing Agreement forms a part of this Report and is annexed to this Report as "Annexure G".

AUDITORS

Statutory Auditor:

M/s Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Statutory Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s SVD & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR - 3 is annexed herewith as "Annexure H".

The Board has reappointed M/s SVD & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-16.

Internal Auditors

The Board had appointed Ernst and Young LLP as Internal Auditors for the financial year 2014-15 under Section 138 of the Companies Act, 2013 and they have completed the internal audit as per scope given by the Audit Committee for the financial year 2014-15.

The Board has reappointed Ernst & Young LLP as Internal Auditors for the financial year 2015-16.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best- of - the- breed practices as far as corporate governance standards are concerned. Your Company has complied with regulations provided in clause 49 of the Listing Agreement it has entered into with the stock exchanges. The compliance report on the various requirements under the said clause along with the practicing Company Secretary''s certification thereof is provided in the corporate governance section of this report at "Annexure I"

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" (2002 ESOS) and "2006 Employees Stock Option Scheme" (2006 ESOS) for granting term based and performance based Stock Options to employees and these schemes are being implemented as specified by Securities Exchange Board of India in this regard.

In the financial year 2014-15, 63,854 equity shares were allotted under 2002 Employees Stock Option Scheme" and 495,426 numbers of equity shares were allotted under "2006 Employees Stock Option Scheme". The Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 read with Clause 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in this respect are stated in "Annexure J" to this report.

Disclosures for the financial year ended 31st March, 2015 regarding 2002 ESOS and 2006 ESOS in terms of Companies (Share Capital and Debentures) Rules, 2014 are as below:

Particulars 2002 ESOS 2006 ESOS

Options Granted Nil 2,45,000

Options vested 1,24,690 4,47,017

Options exercised 63,854 495,426

The total no of shares 63,854 495,426 arisingas a result of exercise of options

Options lapsed/cancelled 6,174 198,304 during the year

Particulars 2002 ESOS 2006 ESOS

The exercise price Exercise Price for Exercise Price each grant is for each grant is differentand decided different and decided by the Nomination by the Nomination and and Remuneration Remuneration Committee as per the Committee as per the Securities and Securities and Exchange Board of Exchange Board of India India (Employees Stock (Employees Stock Option Scheme Option Scheme and and Employees Stock Employees Stock Purchase Scheme) Purchase Scheme) Guidelines, 1999 Guidelines, 1999 prevailing at the prevailing atthe timeof grant. time of grant.

Variation of terms of No variation in the No variation in the options terms of options terms of options during the year during the year under review under review

Money realized by Rs. 51,38,878 Rs. 5,66,17,294 exercise of options

Total no of options 1,24,690 10,67,830 in force

Employee wise details of options granted to:

Key Managerial Personnel No new options were No new options were (KMP) granted to KMPs granted to KMPs during the year during the year under review under review

any other employee who Nil Prameela Kalive receives a grant of -20,000,Prasad options in any one year Deshpande -15,000, of option amounting to Harish Lala - five percent or more of 15,000, Srinivas options granted during palsani-15,000,salary that year Shulman - 15,000, Santosh Panapaliya -15,000, Syed Azfar Hussain-15,000, Chaitanya Rajebahadur -15,000

identified employees Dr. Ganesh --- who were granted option, Natarajan -5,00,000 during any one year, (All of theseoptions equal to or exceeding have been one percent of the exercised) issued capital (excluding out standing warrants and conversions) of the company at the time of grant PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed with this report as "Annexure K".

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints. The following is the summary of complaints received and disposed off during the year under review:

Number of complaints received and disposed off One

MATERIAL TRANSACTIONS WITH RELATED PARTIES

The Company has not entered in to any transaction with related parties during the year under review which requires reporting in Form AOC 2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

ACKNOWLEDGEMENTS

The Board places on record its appreciation of the contribution of Associates at all levels, customers, business and technology partners, vendors, investors, Government Authorities and all other stakeholders towards the performance of the Company during the year under review.

For and on behalf of the Board H.V. Goenka Chairma Place: Mumbai Dated: 28th April, 2015

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present their 50th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

The Financial Results for the year are as under:

Zensar Technologies Limited

(Rs. Crore)

Year ended Year ended 31st March 31st March 2013 2012

Income from operations 825.07 700.17

Miscellaneous Income 47.24 40.49

Total 872.31 740.66

Profit Before Taxation 170.99 137.22

Profit After Taxation 121.53 94.55

Proposed Dividend 19.61 17.36

Transfer to General Reserves 100.00 80.00

Zensar Technologies and Subsidiaries (Consolidated)

(Rs. Crore)

Year ended Year ended 31st March 31st March 2013 2012

Income from operations 2114.52 1782.48

Miscellaneous Income 17.71 41.80

Total 2132.23 1824.28

Profit Before Taxation & 260.60 236.37 Minority Interest

Profit After Taxation and before Minority Interest 174.53 158.71

Minority Interest 0 0

Profit After Taxation 174.53 158.71

FINANCIAL RESULTS

During the financial year 2012-13, your Company recorded total income of Rs. 872.31 Crore comprising Income from Software Development and Allied Services of Rs. 825.07 Crore, and other income of Rs. 47.24 Crore. The Company recorded a net profit of Rs. 121.53 Crore reflecting a growth of 29%.

On a consolidated basis, your Company has maintained steady growth with Total income of Rs. 2132.23 Crore comprising Income from Software Development and Allied Services of Rs. 2114.52 Crore and other income of Rs. 17.71 Crore. The Consolidated Profit after Taxation was Rs. 174.53 Crore reflecting an increase of 10%.

BUSINESS UPDATE

The volatility in the economic and business environment was a factor that the IT and Business Process Management industry has had to contend with through the recent financial year. Despite the challenges and uncertainty, the industry has managed to sustain its growth trajectory during the year. For FY 2013 the industry is expected to meet the lower end of its growth guidance and at least achieve a double digit growth. Industry association NASSCOM expects the sector''s exports to grow between 12% and 14% in 2013-14 to $ 87 Billion. This prediction is slightly better than the year gone by, which is estimated at $ 75-77 Billion, but there still exists a huge challenge for companies in the year ahead.

In spite of this challenging economic milieu, your Company continued to maintain its good track record as one of the top global organisations in 2012-2013. Having achieved a ranking amongst the top 15 companies in the NASSCOM listing in April 2012, Zensar has moved to a more customer proximate model through its vertical strategy, and has tied its success to the customers'' success, through business outcome and service level outcome based contracts. The process of verticalisation continued this year with the creation of sharper vertical service propositions for greater competitiveness in the market and this has now started reflecting in the financials. It was also a year of consolidation in terms of services, deeper entrenchment in emerging markets while keeping the focus on innovation and non-linearity. The Company has made significant movement to best in class Industry standards in operational efficiency through process standardisation and improved governance. The focus was on greater operational excellence through implementation of lean methods in delivery with metrics based reporting and tracking, keeping the focus and momentum on productivity, performance and profitability.

The Company has gathered rich experience from working with leaders in key verticals of Manufacturing, Retail, Banking Financial Services and Insurance, and has proven mature service delivery capabilities in core areas of Application Development, Support, Maintenance, Testing and Modernisation; Business Process Management; Infrastructure Management; Enterprise Solutions in Oracle and SAP; Business Intelligence and CRM. The Company has also envisaged leadership in new age areas of Social Media,

Mobility, Analytics and Cloud, now popularly known as of SMAC, and has made significant progress in terms of thought leadership, service proposition and client acquisition in this space by being at the forefront of technological advancements in these areas and investing in them for future growth. The Company has worked with leaders in chosen Verticals including Fortune 100 and FTSE 100 companies in mature markets of US, UK and Asia Pac, to leading companies even in emerging markets of South Africa, Benelux and Middle East. Utilizing its multi-shore methodology Zensar delivers best-in- class IT services through its global delivery centres including Westborough, MA; Slough, UK; Veenendal, The Netherlands; Shanghai, China and Pune, Hyderabad and Bangalore in India.

Akibia, the Infrastructure Management firm that was acquired in November 2010 has now been fully integrated into Zensar as the Infrastructure Management Services (IMS) business unit. Several key executives have been appointed to further enhance and grow the Infrastructure Management Services business. This is a very important milestone in the journey of Zensar Technologies and Akibia, with Infrastructure Management today driving many of Zensar''s large deals and powering the growth story of Zensar. As we enter fiscal year 2014, Zensar is well positioned to deliver to its clients a deeper breadth of services, including a new Total Infrastructure Outsourcing offering. Zensar partners with clients to holistically align IT programs and goals with enterprise strategy to deliver flexible solutions that drive business process as well as improve the availability, reliability and performance of Applications, Data centres, security and compliance, and end user computing infrastructure.

The application development, maintenance and testing business of Zensar which was always the largest revenue earner for the Company continued its dominance in this year''s revenue mix. Traditional pricing models have given way to managed services. The proportion of managed services where Zensar managed service and business outcomes continues to move in an upward trajectory and your Company has all the methodologies and delivery frameworks to capitalise on this industry trend. The Company is also now modernising applications for its customers who are keen that their applications are increasingly Social, Mobile and Cloud enabled. As customers move their custom applications to Cloud platforms Zensar''s strength in the SMAC areas will drive revenues going forwards.

Strong partnerships with OEMs like SAP, SFDC, Oracle and Microsoft have made your Company the one-stop-shop for delivering all technology needs of an enterprise. In the Oracle space, Zensar has evolved from an implementation partner of enterprise business solution to an Oracle Platinum Partner providing industry specific customised solutions to meet customer demands better, delivering to unique needs of the business. The Oracle practice at Zensar has been recognized by Oracle and the analyst community for robust capabilities and strong customer references in the Oracle landscape.

With an SAP Gold Partner status, and acknowledged through the SAP Best Partner Award for Highest Revenue Generation for SAP in the MENA region; also awarded as Emerging Business Growing Partner by SAP India; and a growing SAP alliance footprint in the UK, your Company has positioned itself strongly for its SAP capability and leadership. Zensar''s SAP practice also has preconfigured solutions for select verticals like Dairy, Pharma, Retail and Life Sciences. Your Company has also launched a centre of excellence for new areas like HANA with a complete learning and POC environment and Zensar is one of the first companies to be implementing HANA for one of the leading retailers based out of the US. The Company is also working on areas like Actionable Analytics, SAP Mobility and Manufacturing Integration Intelligence (MII). Zensar has also recently been certified for a partner centre of expertise (PCoE) helping provide enterprise support to customers globally.

Your Company has shown significant successes globally. The US region continued to be the growth driver for the organisation as has been traditionally. Europe and UK continue to grow, but with the economic downturn it has been relatively slower growth. Emerging territories of South Africa, Middle East, and Asia Pacific however have all been growing steadily, with South Africa clearly the star in growth terms. Your Company is one of the top three IT players in South Africa and is well recommended in the region by customers and industry analysts.

Zensar has been operating in South Africa since 2001 and since then, has not only looked at Africa as a market but an integrated part of its Global Delivery Platform. While bringing in the efficiencies of global skills and the seamless global delivery model, Zensar has put strong focus on developing local talent and empowerment of previously disadvantaged people. Zensar created its ''Learnership Development Program'' which aims at training, transferring global knowledge and integrating local South African team with global teams via its near shore centre in Johannesburg, and is thus able to provide its customers a truly global delivery model. Today Zensar adds value and is proud to count the top 5 players in Banking, Insurance and Retail in South Africa as its customers. Zensar has also set up its operations in East Africa with Headquarters in Nairobi, Kenya.

Your Company has performed significantly well and has received accolades from various forums in the Industry. Zensar stands at # 13 in the NASSCOM ranking amongst top global leading IT companies; Dataquest, a leading national publication has ranked Zensar amongst the prominent organisations having moved up 20 places to # 39 this year. Dataquest also runs a Top Employers ranking and your Company stood at # 9 in this list, in the very first attempt. The management team of the organisation has also been recognized for good leadership in respective areas. The Company''s Chief Information Officer received the CIO of the Year Award from CMO Asia; the Chief Financial Officer received the CFO of the Year Award from IPE Corporate Excellence Awards -Finance Leadership. Your Company''s CEO also received the CEO of the Year Award for Best HR Practices from World HRD Congress 2012. Your Company also received the CNBC International Trade Award this year for the sixth time, and most recently has also won the Porter Prize for the Best Strategic Management practices in the Information, Media and Telecom Industry.

DIVIDEND

Your Company had reported satisfactory profit levels in the first three quarters of the current financial year. In keeping with the Company''s tradition of rewarding the shareholders, an interim dividend of Rs. 3.50/- per share was paid in the month of February, 2013.

Further, in view of your Company''s profitable performance throughout the year, your Directors are pleased to recommend, for your approval, dividend at the rate of Rs. 4.50 per share on the Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2013. The Dividend, if approved by the shareholders in the ensuing Annual General Meeting would result in an outflow of Rs. 19.61 Crore plus Dividend Distribution Tax, Surcharge and Cess thereon. The Dividend would be paid to those shareholder whose names appear in the Register of Members on 09th July, 2013.

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs. 100 Crore to General Reserve.

FIXED DEPOSITS

Your Company does not have any Fixed Deposit Scheme.

DIRECTORS

Mr. H. V. Goenka, Mr. A. T. Vaswani and Mr. P. K. Choksey retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Brief particulars of the Directors, their expertise in various functional areas are given in the notice convening the Annual General Meeting.

The Board of Directors recommends the re-appointment of Directors as mentioned above.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production are not applicable as the company is engaged in service sector and provides IT and IT related services.

Particulars prescribed under sub- section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in ''Annexure A'' to this report.

Particulars regarding Foreign Exchange earnings and expenditure during the year are given in Note 33 and Note 34 of Notes to Accounts respectively. Particulars regarding R & D expenditure during the year are given in Note 38 of Notes to Accounts.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

The Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) appropriate accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and the profit of the Company for the year ended 31st March 2013;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 are set out in ''Annexure B'' to this report.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956 (Act), the company will make available annual accounts of the subsidiary companies and the related detailed information to shareholders on demand. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the registered office of the company and of the subsidiary companies concerned. Also, the company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Company has also given information relating to each of the subsidiary Company in the Annual Report in pursuance to Section 212 of the Act.

Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by The Institute of Chartered Accountants of India, forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best-of- the-breed practices as far as the corporate governance standards are concerned. Your Company has complied with regulations provided in clause 49 of the listing agreement it has entered into with the stock exchanges. The compliance report on the various requirements under the said clause along with the practicing Company Secretary''s certification thereof is provided in the corporate governance section of this report. In terms of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Annual Report.

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" (2002 ESOP) and "2006 Employees Stock Option Scheme" (2006 ESOP) for granting Term based and performance based Stock Options to Employees.

In the financial year 2012-13, 68,722 equity shares were allotted under 2002 Employees Stock Option Scheme" and 1,05,904 numbers of equity shares were allotted under "2006 Employees Stock Option Scheme". The Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 in this respect are stated in Annexure C to this report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956, to act as the Auditors of the Company, if re- appointed along with confirmation that have valid certificate issued by "Peer Review Board" of the Institute of Chartered Accountant of India (ICAI).

ACKNOWLEDGEMENTS

The Board places on record their appreciation of the contribution of Associates at all levels, customers, business and technology partners, vendors, investors, Government Authorities and all other stakeholders towards the performance of the Company during the year under review.

For and on behalf of the Board

H.V. Goenka

Chairman

Place: Mumbai

Dated: 22nd April 2013

Mar 31, 2012

The Directors are pleased to present their 49th Annual Report together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS:

The Financial Results for the year are as under:

Zensar Technologies Limited

(Rs. Crore)

Year ended Year ended 31st March 31st March 2012 2011

Income form operations 700.17 562.57

Miscellaneous Income 40.49 29.25

Total 740.66 591.82 Profit Before Taxation 137.22 86.23

Profit After Taxation 94.55 88.48

Proposed Divided 17.36 15.16

Transfer to General Reserves 80.00 75.00

Zensar Technologies and Subsidiaries (Consolidated)

(Rs. Crore)

Year ended Year ended 31st March 31st March 2012 2011

Income form operations 1,782.48 1,138.29

Miscellaneous Income 41.80 29.21

Total 1,824.28 1,167.50

Profit Before Taxation 236.36 150.12

Profit After Taxation 158.71 131.73

Proposed Divided 17.36 15.16

Transfer to General Reserves 80.00 75.00

FINANCIAL RESULTS

During the financial year 2011-12, your Company recorded total income of Rs. 740.66 Crore comprising Income from Software Development and Allied Services of Rs. 700.17 Crore, and other income of Rs. 40.49 Crore. The Company recorded a net profit of Rs. 94.55 Crore reflecting a growth of 7%.

On a consolidated basis, your Company has maintained steady growth with Total income of Rs. 1824.28 Crore comprising Income from Software Development and Allied Services of Rs. 1782.48 Crore and other income of Rs. 41.80 Crore. The Consolidated Profit before Taxation was Rs. 236.36 Crore reflecting a growth of 57%. The Consolidated Profit after Taxation was Rs. 158.71 Crore reflecting an increase of 20%.

BUSINESS UPDATE

Despite all the global uncertainties, there was no break in the intensity in global technology spending. Clients continue to look at global sourcing not only as cost saving options, but increasingly to enhance competitiveness, increase time-to-market, drive business productivity, impact outcomes and as centres for rapid innovation. As a result, global technology spending in 2011 recorded steady growth for the technology and related services sector, with worldwide spending exceeding USD 1.7 trillion, a growth of 5.4 per cent over 2010.

In this environment, your company continued to retain its position as a leading global organization in 2011, by increasing its competitiveness through focus on verticalisation, service line expansion, innovation, emerging markets and nonlinear growth strategies. Zensar was ranked amongst India's top 20 software companies by NASSCOM and continued to be cost-competitive provider of IT-BPO services. Cost efficiencies were further maintained through various internal process and productivity improvement initiatives including stable entry level salaries, flattening the pyramid, tightening non-employee cost structures, fast career growth, and a non-linear focus through platform and cloud products.

The Company with its decade-long experience, mature service capabilities, presence in key verticals, global footprint and high caliber talent pool also ventured head-on into new and emerging services and verticals like Cloud, Social Media and Mobility and entered the emerging vertical of Healthcare while at the same time maintaining our strong-hold over core services. The untapped opportunities in the new services are expected to drive the next phase of growth for the organization. Further developments were also made in the core services ranging from Applications Development & Maintenance, Enterprise Services including Package Implementations and Business Intelligence, Transaction Processing, Testing and Infrastructure Management. These Services have not only brought about end-to-end process improvements and business benefits for clients ranging from the Fortune 100 and FTSE 100 in US, UK and Asia to small start-ups in South Africa and the Middle East but have also helped in creating deep intellectual capital. Your Company continues to do well in Emerging Markets with South Africa itself recording over 20%y-o- y growth.

Zensar today is a key global service integrator and has dedicated centers of excellence built to design and implement solutions that employ a broad portfolio of technologies. This capability lends additional focus on creating next-generation solutions that enable new thresholds of business performance by leveraging cloud delivery models and technologies. Zensar is helping customers create optimized levels of business performance, through assessment, advisory services as well as application integration and migration services through platforms such as force.com, Google Apps Engine (GAE) and Microsoft Azure. The Cloud Services Charter in the organization will enable customers redefine the way they deliver value to their customers. Zensar entered into a strategic alliance with Google earlier to address the emerging market demand for next generation collaboration solution for the benefit of all its Indian and global customers. This partnership is expected to not only enhance collaboration but will also empower Zensar's associates in providing more choice and flexibility in where, when and how they choose to do their work.

Zensar is also a recognized leader in Oracle deployments, having executed a number of joint implementation projects with Oracle worldwide. The Company provides a broad set of Oracle specializations with a large number of certified Oracle specialists. Currently a Platinum Partner, your Company is already moving towards enhancing their position as a leading expert in Oracle technologies by becoming a Diamond Partner.

A Gold Certified and Strategic Value Added Reseller (SVAR) Partner for SAP in the US, Zensar helps customers adopt and extend technology to drive business transformation and achieve their business goals. As a part of this status, Zensar delivers "one-stop" domain expertise in support of SAP solutions for the small business and midsize enterprise (SME) segment in the U.S., including SAP Business One, SAP Business All-in-One and SAP Business ObjectsÃ business intelligence (Bl) solutions. Your Company will continue to strengthen SAP capabilities to meet its growth charter.

After the successful integration of Akibia last year, Zensar has emerged as a niche infrastructure management player supporting the entire spectrum of services. The company has augmented its global footprint with customers in diverse fields as navigation systems, software manufacturing, hospitality, video game publishing and prescription generic drugs in addition to the core company verticals of Banking, Insurance, Utilities, and Retail. Your Company has also been selected as a preferred infrastructure management partner for one of the leading manufacturing companies in the USA. The practice continues to maintain a healthy pipeline across territories and verticals for their independent services while exploring synergies with the new services. In the near future, the Company will continue to make investments in key areas of Security and Compliance to further strengthen capabilities in Infrastructure Management.

While US continued to drive growth in the organization driven by higher demand for IT services and support the growth in Europe was slower due to the economic recession. However the emerging geographies of Asia Pacific, Middle East and South Africa have seen the fastest growth rate for the organization. Zensar also launched a Learner ship Development Program (LDP), to create industry-ready IT talent for South Africa. Under the Broad Based Black Economic Empowerment (BEE) initiative, the Company identifies local students and offer training programmes and skill development opportunities to assist those in need, to enable wider economic development. The Company will continue to make further inroads in this geography with another office in Africa (Kenya).

In this year Zensar has received accolades from all segments of the industry. Retail Portal Solution for B2B collaboration, won the prestigious 'Best Industry Solution Award' at the Computer Society of India (CSI) earlier in the year. AutoZone's, a hosted on-premise solution deployed by leveraging a Hosted ERP solution on the cloud for the Manufacturing industry was also recognized by CSI in the product manufacturing category.

Zensar has also received the prestigious Service Excellence Award at the Cisco Supplier Day held in San Jose, CA, amongst other significant technology services providers. Zensar was chosen for this award for demonstrated excellence in professionalism and innovation and foundational areas of productivity, delivery and support. The award recognizes Zensar's exemplary performance in teamwork, communication, and responsiveness to Cisco's business directives.

The Company was also the winner of the CNBC International Trade Awards for the fifth consecutive year. The award aims at recognizing innovation and excellence demonstrated by the market leaders and institutions in the import and export industry with significant contribution to international trade facilitation in India.

Your company won the National Award in IT Excellence and Excellence in Global HR Strategy at the World HRD Congress 2012, which recognizes exemplary HR practices in talent management. Zensar also won the Green Organization Award at Green IT Initiative at the Manufacturers' Association for Information Technology.

Zensar was conferred with the 'Good Corporate Citizen Award' for the year 2011 by the Bombay Chamber of Commerce and Industry (BCCI). The award was presented to Zensar for its outstanding service in operational performance and its contribution towards corporate citizenship, leading to the betterment of the society.

DIVIDEND

Company had reported satisfactory profit levels in the first three quarters of the current financial year, therefore, in keeping with the Company's tradition of rewarding the shareholders, an interim dividend of Rs. 3/- per share was paid in the month of February, 2012.

Further, in view of your Company's profitable performance throughout the year, your Directors are pleased to recommend, for your approval, dividend at the rate of Rs. 4 per share on the Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2012. The Dividend, if approved by the shareholders in the ensuing Annual General Meeting would result in an outflow of Rs. 17.36 Crore plus Dividend Distribution Tax, Surcharge and Cess thereon. The Dividend would be paid to those shareholders whose names appear in the Register of Members on 16th July, 2012.

TRANSFERTO RESERVE

Your Directors propose to transfer sum of Rs. 80 Crore to General Reserve.

FIXED DEPOSITS

Your Company does not have any Fixed Deposit Scheme. DIRECTORS

Mr. John Levack, Mr. P. K. Mohapatra and Mr. Venkatesh Kasturirangan retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Brief particulars of the Directors, their expertise in various functional areas are given in the notice convening the Annual General Meeting.

The Board of Directors recommends the re-appointment of Directors as above.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production are not applicable as the company is engaged in service sector and provides IT and IT related services.

Particulars prescribed under sub- section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in 'Annexure A' to this report.

Particulars regarding Foreign Exchange earnings and expenditure during the year are given in Note 31 and Note 32 of Notes to Accounts respectively. Particulars regarding R & D expenditure during the year are given in Note 36 of Notes to Accounts.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

The Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) appropriate accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and the profit of the Company for the year ended31stMarch2012;

in) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 are set out in 'Annexure B' to this report.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956 (Act), the company will make available annual accounts of the subsidiary companies and the related detailed information to shareholders on demand. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the registered office of the company and of the subsidiary companies concerned. Also, the company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Company has also given information relating to each of the subsidiary Company in the Annual Report in pursuance to Section 212 of the Act.

Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by The Institute of Chartered Accountants of India,forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best-of-the- breed practices as far as the corporate governance standards are concerned. Your Company has complied with regulations provided in clause 49 of the listing agreement it has entered into with the stock exchanges. The compliance report on the various requirements under the said clause along with the practicing Company Secretary's certification thereof is provided in the corporate governance section of this report. In terms of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Annual Report.

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" (2002 ESOP) and "2006 Employees Stock Option Scheme" (2006 ESOP) for granting Term based and performance based Stock Options to Employees.

In the financial year 2011-12,25428 numbers of equity shares were allotted under 2002 Employees Stock Option Scheme" and 80560 numbers of equity shares were allotted under "2006 Employees Stock Option Scheme". The Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 in this respect are stated in Annexure C to this report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956, to act as the Auditors of the Company, if re-appointed along with confirmation that they have valid certificate issued by "Peer Review Board" of the Institute of Chartered Accountant of India (ICAI).

ACKNOWLEDGEMENTS

The Board places on record their appreciation of the contribution of Associates at all levels, customers, business and technology partners, vendors, investors. Government Authorities and all other stakeholders towards the performance of the Company during the year under review.

For and on behalf of the Board

H.V. Goenka

Chairman

Place: Mumbai

Dated: 25th April 2012

Mar 31, 2011

The Directors are pleased to present their 48th Annual Report together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

The Financial Results for the year are as under:

Zensar Technologies Limited

(Rs. Crore)

Year ended Year ended 31st March 2011 31st March 2010

Income from operations 567.00 497.08

Miscellaneous Income 24.82 8.15

Total 591.82 505.24

Profit Before Taxation 86.23 86.59

Profit After Taxation 88.48 84.15

Proposed Dividend 15.16 11.87

Transfer to General Reserves 75.00 75.00

Zensar Technologies and Subsidiaries (Consolidated)

(Rs. Crore)

Year ended Year ended 31st March 2011 31st March 2010

Income from operations 1138.29 952.76

Miscellaneous Income 28.37 8.28

Total 1166.66 961.03

Profit Before Taxation & Minority Interest 150.12 149.15

Profit After Taxation and before Minority Interest 131.73 127.26

Minority Interest 0 (0.30)

Profit After Taxation 131.73 127.56

FINANCIAL RESULTS

During the financial year 2010-11, your Company recorded total income of Rs. 591.82 Crore comprising Income from Software Development and Allied Services of Rs. 567.00 Crore, and other income of Rs. 24.82 Crore. The Company recorded a net profit of Rs. 88.48 Crore reflecting a growth of 5%.

On a consolidated basis, your Company has maintained steady growth with Total income of Rs. 1166.66 Crore comprising Income from Software Development and Allied Services of Rs. 1138.29 Crore and other income of Rs. 28.22 Crore. The Consolidated Profit after Taxation was Rs. 131.73 Crore reflecting an increase of 3%.

BUSINESS UPDATE

The global economic downturn of the past year had an effect on the GDP growth and employment in developed markets. However, based on pent-up demand from the corporate sector and return of discretionary spending, there was a surge in IT spending across markets, both traditional and emerging.

In this environment, your company continued to retain its position as a leading global organization in 2010, by increasing its competitiveness through focus on innovation, emerging markets and non linear growth strategies. Zensar was ranked amongst Indias top 20 software companies by NASSCOM, which was possible due to the development of a set of factors unique to Zensar that has multiplied the Companys value proposition manifold. While the cost advantage that Zensar offered to its customers remained as a constant, your company continued to focus on customers business through unmatched service delivery across multiple geographies. With customers also pushing for more collaborative contracts where there is business metric performance measurement and greater risk- reward sharing, Zensar continued to be driven by the need to bring in strategic benefit to clients.

In the year - your company has continued to focus on cost control and efficiency measures as customers continued to evaluate how investments in IT impact can further business goals - ROI led transformation - was a hallmark of most large contracts in the year. Services such as virtualisation, consolidation, and managed services that focus on ROI in the short term continued to drive opportunities for Zensar. Your company continued to focus on alternative IT models - Cloud, on-demand services and SaaS - in order to reduce hardware infrastructure costs and provide scalability on demand for customers across segments.

In keeping with the trend in the global IT-BPO industry your Company focused on multiple parameters such as Markets, Service Offerings and Innovation. Growth in the

next two years is expected to be driven by new markets in SMBs, public sector and government-influenced entities in India and SAARC region which will become a priority customer base Service Offerings that are high-end, deeply embedded in customer value chains and delivery is expected to become location-agnostic leading to new opportunities such as design services in manufacturing, Remote Infrastructure Management, etc. Driven by the focus that your company has on expertise and intellectual property, offerings are also expected to shift from piecemeal, technology-centric applications to a range of integrated solutions and higher-end services, spanning new service lines.

Your company is well placed to tap potential in the SMB sector and new verticals (Healthcare, Utilities, Transportation), with their experience in emerging markets, mature service capabilities, global footprint and talent pool. Suitably exploiting these emerging opportunities both in the global and domestic markets can help Zensar double its revenue in 2 years. The emerging markets of India, South Africa, Middle East, and Australia continue to be drivers of new business for the Company and amongst the new wins in these territories are, one of the worlds largest insurance groups with over 60,000 employees and serving in more than 170 countries, one of the leading retailers in the Middle East with over 180 stores across the nation and the biggest retailer in South Africa and the brand of choice of the highest percentage of South Africans consumers.

Your company has also seen expansion of Zensars Global Delivery Platform to cater to the growing demand of innovative technology business solutions. Your company also launched its first Intellectual Property Showcase Centre in Delhi to bring the complete range of transformation services and easily deployable solutions to Indian customers. Additionally, a third center in Hyderabad was also launched to help support and develop solutions for both Global and Local customers.

The companys expansion into cloud computing, analytics and new geographic markets has provided for significant opportunity for revenue growth. The development and execution of its end to end service capabilities ranging from Applications Development and Maintenance, Enterprise Services including package implementation, support and business intelligence, Transaction Processing and Strategic Services like Consulting, Testing and Infrastructure Management and end-to-end process optimisation for clients ranging from the Fortune 100 and FTSE 100 in US, UK and Asia to small start-ups in South Africa and the Middle East, has also helped in creating deep intellectual capital around vertical market adding to its specialization of creating enterprise applications for their customers.

Zensar acquired Akibia to build dual shore end-to-end capabilities for Zensar in Infrastructure Management and

Information Security solutions for American and European clients. This acquisition of Akibia furthers your companys mission to strengthen its position in the critical and fast growing Infrastructure Management and Information Security space by combining Zensars Remote Infrastructure Management offshore services for global clients with Akibias United States and European Data Center practice. This acquisition will significantly expand Zensars addressable market and growth potential, broadening solutions Zensar provides to the rapidly growing Infrastructure markets. The combination will also expand Zensars offering of mission-critical solutions to the enterprise customer. Adding the capabilities of Akibia will further enhance Zensars customer base for Datacenter services while there is an equal opportunity to scale the Remote Infrastructure Management Services business using Akibias large datacenter customer base. This enhanced capability will allow bidding for projects that involve multiple service lines. The acquisition of Akibia will also diversify Zensars Information Security business by adding Akibias system integration and consulting expertise in the fast growing network security, compliance and risk management markets.

The Company has launch an improved version of SmartShopÃ a complete retail management software solution for emerging markets and has made it available as a packaged product, ready to install and use for the entire retailer spectrum- small store to medium/ large chain of outlets. Zensar has also introduced AutoZenicsÃ a web-enabled system that will enable SME clusters to take advantage of cloud computing capabilities. Other innovative solutions include the Supply Change Transaction Management (SCTM)-Xchange an online portal built for smooth document exchange and understanding between the enterprise and different suppliers, a multichannel insurance solution and Tzen a testing solution hosted on the cloud are the other innovations that the Company has built will be used to compete in a hyper-competitive global economy - based on analytics, e-business, automation and cloud -all of which are next generation business solutions for global enterprises. The Companys focus on long-term commitment of developing business relationships and uncovering radical shifts in business is the underlying philosophy behind these innovations.

In this year Zensar received accolades from all segments of the industry as an organization. Zensar - Akibia was awarded the Platinum-Level Partnership for Extreme Networks 2010 for the second year in a row. Your Company was awarded the Asia Responsible Entrepreneurship Awards (AREA) Investment in People Award 2010 by Enterprise Asia, a non-governmental organization in pursuit of entrepreneurship development across the region. The Company has also been awarded the Golden Peacock Award for Corporate Social Responsibility in 2011.

ACQUISITION

During the Financial Year 2010-11, Zensar Technologies Inc., USA, a wholly owned subsidiary of the Company acquired PSI Holdings Group Inc. a limited liability company incorporated in Massachusetts, US and its wholly owned subsidiaries namely (i) Akibia Inc, (ii) Aquila Technology Corp; and (iii) Akibia B.V (hereinafter collectively referred to as "AKIBIA Group").

AKIBIA Group is a conglomerate in the IT services space providing Data Center Management and Network Security Solutions. This acquisition will significantly expand Zensars accessible market and growth potential, broadening solutions Zensar provides to the rapidly growing Infrastructure markets. The combination will also expand Zensars offering of mission-critical solutions to the enterprise customer.

BONUS SHARES

During the Financial Year 2010-11, Company had issued 2,15,89,818 fully paid up equity shares as bonus shares in the ratio of 1:1 i.e. one new fully paid up equity share of Rs. 10/- each for every one fully paid up equity share of Rs. 10/- each by way of capitalization of reserves.

To accommodate the capitalization of reserves as mentioned above, the Authorised Capital of the Company was increased from Rs.30,00,00,000 (Rupees Thirty Crores) divided into 2,75,00,000 (Two Crores Seventy Five Lac) Equity Shares of Rs.10/- (Rupees Ten) each and 2,50,000 Preference Shares of Rs.100 each to Rs. 50,00,00,000 (Rupees Fifty Crores) divided into 4,75,00,000 (Four Crore Seventy Five Lac) Equity Shares of Rs.10/- (Rupees Ten) and 2,50,000 Preference Shares of Rs. 100 (Rupees Hundred) each.

DIVIDEND

In view of your Companys profitable performance, your Directors are pleased to recommend, for your approval, dividend on the enhanced capital at the rate of Rs. 3.50 per share on the Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2011. The Dividend, if approved by the shareholders in the ensuing Annual General Meeting would result in an outflow of Rs. 17.61 Crore including Dividend Distribution Tax, Surcharge and Cess thereon. The Dividend would be paid to those shareholders whose names appear in the Register of Members on 13th July, 2011.

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs. 75.00 Crore to the General Reserve.

FIXED DEPOSITS

Currently, your Company does not have any Fixed Deposit Scheme.

DIRECTORS

Mr. A. T. Vaswani and Mr. Arvind Agrawal retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Brief particulars of the Directors, their expertise in various functional areas are given in the notice convening the Annual General Meeting.

Mr. Niraj Bajaj was appointed Additional Director of the Company during the year. Mr. Bajajs term expires on the date of the Annual General Meeting. The Company has received a Notice pursuant to the provisions of Section 257 of the Companies Act, 1956 for appointment of Mr. Niraj Bajaj as Director of the Company liable to retire by rotation.

The Board of Directors recommends the appointment/re- appointment of Directors as mentioned above.

COSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production are not applicable as the company is engaged in the services sector and provides IT and IT related services.

Particulars prescribed under sub- section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in `Annexure A to this report.

Particulars regarding Foreign Exchange earnings and expenditure during the year are given in Note 16 and Note 17 of Notes to Accounts respectively. Particulars regarding R & D expenditure during the year are given in Note 25 of Notes to Accounts.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

The Directors confirm that -

i) in the preparation of the annual accounts, the

applicable accounting standards have been followed and there has been no material departure;

ii) appropriate accounting policies have been

selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and the profit of the Company for the year ended 31st March 2011;

iii) proper and sufficient care has been taken for the

maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 are set out in Annexure B to this report.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956 (Act), the company will make available annual accounts of the subsidiary companies and the related detailed information to shareholders on demand. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the registered office of the company and of the subsidiary companies concerned. Also, the company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The company has also given information relating to each of the subsidiary Companies in the Annual Report in pursuance to Section 212 of the Act.

Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by The Institute of Chartered Accountants of India, forms a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best-of-the-breed practices as far as corporate governance standards are concerned. Your Company has complied with regulations provided in clause 49 of the listing agreement it has entered into with the stock exchanges. The compliance report on various requirements under the said clause along with the practicing Company Secretarys certification thereof is provided in the corporate governance section of this report. In terms of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms a part of the Annual Report.

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" (2002 ESOP) and "2006 Employees Stock Option Scheme" (2006 ESOP) for granting Term based and performance based Stock Options to Employees. In the financial year 2010-11 Board of Directors approved

the adjustment in the exercise price and numbers of the outstanding stock options under 2002 ESOP and 2006 ESOP with a view to retain ESOP value consequent to issue of Bonus shares. Accordingly, numbers of outstanding stock options in both the schemes were increased by 100% and exercise price for each grant was reduced by 50%. Approvals from Stock exchanges were obtained in this connection.

In the financial year 2010-11, 1,05,105 numbers of equity shares were allotted under "2002 Employees Stock Option Scheme" and 32,996 numbers of equity shares were allotted under "2006 Employees Stock Option Scheme". The Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 in this respect are stated in Annexure C to this report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment. The Company has received a Certificate from the Auditors that they are qualified under Section

224(1B) of the Companies Act, 1956, to act as the Auditors of the Company, along with the confirmation that they have a valid certificate issued by the "Peer Review Board" of the Institute of Chartered Accountant of India (ICAI).

ACKNOWLEDGEMENTS

The Board places on record their appreciation of the contribution of Associates at all levels, customers, business and technology partners, vendors, investors, Government Authorities and all other stakeholders towards the performance of the Company during the year under review.

For and on behalf of the Board

H.V. Goenka Chairman

Place: Mumbai Dated: 21st April 2011

Mar 31, 2010

The Directors are pleased to present their 47" Annual Report together with the Audited Accounts for the year ended 31s March 2010.

FINANCIAL HIGHLIGHTS

The Financial Results for the year are as under:

Zensar Technologies Limited (Rs. Crore) Year ended Year ended 31st March 2009 31st March 2009 Income from operations 497.08 421.87 Miscellaneous Income 8.15 8.75 Total 505.24 430.62 Profit Before Taxation 86.59 66.68 Profit After Taxation 84.15 60.47 Proposed Dividend 11.87 10.78 Transfer to General Reserves 75.00 75.00

Zensar Technologies and Subsidiaries (Consolidated) (Rs. Crore) Year ended Year ended 31st March 2009 31st March 2009 Income from operations 952.76 908.08 Miscellaneous Income 8.28 14.08 Total 961.03 922. 16 Profit Before Taxation & Minority Interest 149.15 111.82 Profit After Taxation and before Minority Interest 127.26 86.26 Minority Interest (0.30) (0.30) Profit After Taxation 127.56 86.56

FINANCIAL RESULTS

During the financial year 2009-10, your Company recorded total income of Rs. 505.24 Crore comprising Income from Software Development and Allied Services of Rs. 497.08 Crore, and other income of Rs. 8.15 Crore. The Company recorded a net profit of Rs. 84.15 Crore reflecting a growth of 39.15%.

On a consolidated basis, your Company has maintained steady growth with total income of Rs. 961.03 Crore comprising Income from Software Development and Allied Services of Rs. 952.76 Crore and other income of Rs. 8.28 Crore. The Consolidated Profit before Taxation and minority interest was Rs. 149.15 Crore reflecting a growth of 33.38%. The Consolidated Profit after Taxation was Rs. 127.56 Crore reflecting an increase of 47.36%.

BUSINESS UPDATE

We started the year 2009 amidst speculation and uncertainty precipitated by the economic downturn which affected almost every economy in the world. However, the developments during the year, demonstrated the resilience of Zensar and the Company delivered excellent growth in profits and revenue. While there was certainty that these tumultuous times would pass, the Company viewed this crisis as an opportunity, not only exhibiting resilience but also sustaining its growth.

The advent of 2010 has signaled the revival of outsourcing within core markets, along with the emerging markets increasingly adopting outsourcing for enhanced competitiveness. The Company has leveraged this and had built upon its relationships with existing customers and has acquired many new customers through the year. The investments that the Company has made in the business have helped us gain a stronger position in the market than in 2009.

The year witnessed the emergence of and thrust on its core themes for the next decade - Diversification, Specialization, Transformation, Innovation and inclusive growth. As a Company we targeted new growth engines beyond our core offerings, invested in developing innovative solutions for our end- customers, strengthened internal capabilities by acquiring and

training talent and investing in people initiatives. This coupled with our compelling and dynamic value proposition and competitiveness ensured that Zensar remained committed in creating shareholder value.

The domestic market is at an inflection point with the rise of India Inc., growing adoption of IT to achieve greater efficiencies and the Indian government fuelling the demand with various e- Governance initiatives. The year witnessed longer term comprehensive outsourcing engagements with the overall domestic market posting strong growth. Recognizing the opportunities, the Company has reaffirmed its commitment to the domestic market with focus on key segments of government, healthcare, manufacturing and logistics in India by launching new offerings and partnerships to service the sectors. The Company has also been recently empanelled as IT consultant for the nationwide Restructured Accelerated Power Development and Reforms Programme (R-APDRP) launched by the Ministry of Power, Govt, of India in the XI Five year Plan to prevent frequent outages, and transmission and distribution losses due to theft and unmetered supply.

Emerging markets of India, South Africa and continental Europe continue to be drivers of new business for the Company and with a number of customers ready now to move offshore which is a significant trend for the Company. Amongst the new wins in these territories are, a large total financial services provider; a leading integrator of competitive, innovative and practical business solutions based on information and communication; an independent private London bank, providing banking and investment services; provider of talent management, e- recruitment and payroll software solutions to corporate companies across the globe.

The Company has also seen some new product launches which include the launch the Procurement Platform for our BPO Services, which helps customers realize the potential of technology and outsourcing without having to incur capital expenditure and pay only for the number of transactions managed. The launch of ZenAutoPro, Zensars tool for automated code generation to advance the script development process and to save the overall automation time as compared to traditional Test Automation is yet another outcome of our focus on constant innovation.

In addition to growth in the areas of Package Implementation, Testing and Infrastructure Management, Zensars new Impact Sourcing service for process and technology transformation for recessionary markets with assured results has received an excellent response from the market.

The Company has seen immense traction in the Enterprise Applications business and has been adding new customers to its Oracle business over the year. The Company is also now a Platinum Partner (Highest level of partnership) in the Oracle Partner Network Specialized program. The status is a recognition of our expertise across the breadth of Oracle products. Your Company is also a Gold Certified Partner for Microsoft, which represent the highest level of competence and expertise with Microsoft technologies.

QAI India Limited, a Software Engineering Institute (SEI) - an authorized lead appraiser has audited the Companys processes and has renewed your Companys CMMI certification (Maturity Level 5 of CMMI for Development v 1.2).

Additionally, your Company has also ensured that all operational levers work towards enhancing productivity to continue the growth journey that we have seen in the past.

BUYBACK

During the year the Company completed Buyback of 24,24,000 Equity Shares through Tender Offer Route at a price of Rs. 165/- per Equity Share. The Equity Shares so bought back constituted 10.11 % of the Equity Share Capital of the Company. The total amount utilised for Buyback was Rs. 39.99 Crore. A sum of Rs. 242.40 Lacs was transferred to Capital Redemption Reserve Account.

AMALGAMATION

A Scheme of Amalgamation of Zensar OBT Technologies Limited and Zensar Transformation Services Limited with the Company was sanctioned by the Honble High Court of Judicature at Bombay on 09th April, 2010. The Order passed by Honble High Court of Judicature at Bombay approving the said amalgamation

was filed with Registrar of Companies, Puneon 17th April, 2010. Accordingly this scheme has been given effect to in these Accounts and the assets and liabilities of the Subsidiary Companies, at the respective book value, have been transferred to and vested in the Company with effect from 01" April, 2009.

DIVIDEND

In view of your Companys profitable performance, your Directors are pleased to recommend, foryourapproval, dividend at the rate of Rs. 5.50 per share on the Equity Shares of Rs. 10/- each for the financial yearended 3T1 March, 2010. The Dividend, if approved by the shareholders in the ensuing Annual General Meeting would result in an outflow of Rs. 13.84 Crore including Dividend Distribution Tax, Surcharge and Cess thereon. The Dividend would be paid to those shareholders whose names appear in the Register of Members on 05th July, 2010.

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs. 75.00 Crore to General Reserve.

FIXED DEPOSITS

Currently, your Company does not have any Fixed Deposit Scheme.

DIRECTORS

Mr. H. V. Goenka and Mr. P. K. Choksey retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Brief particulars of the Directors, their expertise in various functional areas are given in the notice conveningthe Annual General Meeting

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS ANDOUTGO

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production are not applicable as the company is engaged in service sector and provides IT and IT related services.

Particulars prescribed under sub- section (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in Annexure A to this report.

Particulars regarding Foreign Exchange earnings and expenditure during the year are given in Note 14 and Note 15 of Notes to Accounts respectively. Particulars regarding R&D expenditure during the year are given in Note 22 of Notes to Accounts.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OFTHECOMPANIESACT, 1956

The Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) appropriate accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and the profit of the Companyfortheyearended 31" March 2010;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A)ofthe Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are set out in Annexure B to this report.

SUBSIDIARY COMPANIES

AS per Section 212 of the Companies Act, 1956, your Company is required to attach the Directors Report, Balance Sheet, and Profit and Loss Account of its Subsidiary Companies. Accordingly, an application has been made to the Ministry of Corporate Affairs (MCA), Government of India, requesting an exemption from such attachment as the Audited Consolidated Financial Statements in the Annual Report present a full and fair picture of the state of affairs and the financial condition of the Company. The approval is awaited

The Company will make available the annual accounts of the subsidiary companies and the related detailed information upon request by any member of the Company. These documents/details will also be available for inspection by any member of the Company at its registered office during business hours on working days.

Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by The Institute of Chartered Accountants of India, forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best-of-the- breed practices as far as the corporate governance standards are concerned. Your Company has complied with regulations provided in clause 49 of the listing agreement it has entered into with the stock exchanges. The compliance report on the various requirements under the said clause along with the practicing Company Secretarys certification thereof is provided in the corporate governance section of this report. In terms of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Annual Report.

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" and "2006 Employees Stock Option Scheme" for granting Term based and performance based Stock Options to

Employees. In the financial year 2009-10, 26,941numbers of equity shares were allotted under 2002 Employees Stock Option Scheme" and 7,256 numbers of equity shares were allotted under "2006 Employees Stock Option Scheme". The Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India {Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 in this respect are stated in AnnexureC to this report.

GROUP

Pursuant to intimation from the promoters, the name of the Promoters and entities comprising the group as defined under the Monopolies and Restrictive Trade Practices Act, 1969 (MRTP) a re disclosed in An nexu re D to this report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company

has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956, to act as the Auditors of the Company, if re-appointed along with confirmation that have valid certificate issued by "Peer Review Board" of the Institute of Chartered Accountantof India (ICAI).

ACKNOWLEDGEMENTS

The Board places on record their appreciation of the contribution of Associates at all levels, customers, business and technology partners, vendors, investors, Government Authorities and all other stakeholders towards the performance of the Company during the year under review.

For and on behalf of the Board H.V. Goenka Chairman Place: Mumbai Dated: 22na April 2010

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