ZENSARTECHNSE6 August 2019

Zensar Technologies Limited has informed the Exchange regarding Investor Presentation

Zensar Technologies Limited

Registered Office : Zensar Technologies Limited Zensar Knoewledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

Date: August 6, 2019

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

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

Fax: (022) 2272 2039/2272 3121

Fax: (022) 26598237/26598238

Scrip ID: ZENSARTECH Scrip Code: 504067

Symbol: ZENSARTECH Series: EQ

Subject: Outcome of the Board Meeting held on August 6, 2019

This is to inform you that the Board of Directors of the Company at its meeting held today, which commenced at 12.00 noon and concluded at 5.45 PM, inter-alia, unanimously approved/took on record the following:

Financial Results:

Unaudited Standalone and Consolidated financial results of the Company for the quarter ended June 30, 2019 along with Limited Review Report thereon. Copy of the same is enclosed herewith.

Press Release & Analyst Presentation

Press release and analyst presentation on financial results of the Company for the quarter ended June 30, 2019 are enclosed herewith.

Change in the Board of Directors

1. Appointment of Ms. Radha Rajappa (DIN- 08530439) as an Additional Director in the capacity of Independent Director on the Board of the Company, for a term of 5 years effective from August 6, 2019 to August 5, 2024, subject to shareholders’ approval at the next annual general meeting/general meeting.

Brief profile of Ms. Radha Rajappa and other additional details are enclosed herewith.

2. Resignation of Mr. Sudip Nandy, Independent Director (DIN- 07199187) from the Board of Directors of the Company, due to time constraints arising out of professional commitments and preoccupations. He has further confirmed that there is no other material reason, for his resignation. The Board has accepted and taken on record the said resignation, effective August 7, 2019.

Further, he also ceases to be a member of Audit Committee, Nomination and Remuneration Committee and Risk Management Committee.

The resignation letter is enclosed herewith.

www.zensar.com

Registered Office : Zensar Technologies Limited Zensar Knoewledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

3. Reconstitution of Risk Management Committee

The Risk Management Committee has been reconstituted as under, effective August 7, 2019, by way of induction of Mr. Arvind Agrawal, Independent Director as a member thereof:

Sr No.

Name of the Director

1.

2.

3.

4.

5.

Mr. A. T. Vaswani

Mr. Shashank Singh

Mr. Ketan Dalal

Mr. Venkatesh Kasturirangan

Mr. Arvind Agrawal

Particulars

Chairperson

Member

Member

Member

Member

This is for your information and dissemination purpose.

Encl. As above

www.zensar.com

Registered Office : Zensar Technologies Limited Zensar Knoewledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

ADDITIONAL INFORMATION ON DIRECTOR GETTING APPOINTED

Sr. No 1.

Particulars

for change viz. Reason appointment, resignation, removal, death or otherwise;

2. Date of appointment Term of appointment

3. Disclosure of relationships between directors (in case of appointment of a director) Affirmation

4.

5.

Brief profile

Ms. Radha Rajappa (DIN: 08530439) Appointment as Additional Director to be designated as an Independent Director.

August 6, 2019 August 6, 2019 to August 5, 2024, subject to shareholders’ approval at the next annual general meeting/general meeting. Ms. Radha Rajappa is not related to any other Director(s) presently on the Board.

Based on the information provided to the Company, Ms. Radha Rajappa is not debarred from holding the office of a director by virtue of any SEBI order or any other such authority. Ms. Radha Rajappa is an entrepreneurial business leader with more than 29 years of experience in IT industry handling diverse roles of creating, nurturing and leading businesses from start and scaling existing businesses. She has successfully built and passionately led various businesses in Digital Transformation and IT services.

She is an ardent believer of building and nurturing high performance teams and excited about carving business opportunities with leading edge Digital, AI and Cloud technologies. Radha loves cultivating and mentoring startups.

Till recently, she was leading Digital and Services business at Microsoft India. She was a member of the India Leadership team driving the transformation for customers to the Cloud and Digital world.

She has served for 16 years as a key member of the Executive Leadership team at Mindtree. She was responsible for building and leading the Global Digital Business as the Executive Vice President and established Mindtree as a significant partner for Global clients to “Make Digital Real” for their businesses. Led Mindtree’s move to Industry led vertical focus as the leader for Retail, CPG and Manufacturing industry as well as Travel, Transportation and Hospitality.

Ms. Radha Rajappa has also served in IBM India in various capacities and in diverse roles encompassing Sales, Marketing and being responsible for various business lines.

She holds degree in Electronics and Communications Engineering and a management degree from the Indian Institute of Management (IIM) Bangalore.

www.zensar.com

Deloitte Haskins & Sells LLP

Chartered Accountants 706, 'B' Wing, 7"' Floor ICC Trade Tower Senapatl Bapat Road Pune-411016 Maharashtra, India

Tel: +91 20 6624 4600 Fax: +91 20 6624 4605

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF ZENSAR TECHNOLOGIES LIMITED

1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial

Results of ZENSAR TECHNOLOGIES LIMITED ("the Parent") and its subsidiaries (the

Parent and its subsidiaries together referred to as "the Group"), for the quarter ended June

30, 7019 ("the Statement") being submitted by the Parent pursuant to the requirement of

Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended.

2. This Statement, which is the responsibility of the Parent's Management and approved by

the Parent's Board of Directors, has been prepared in accordance with the recognition and

measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial

Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read

with relevant rules issued thereunder and other accounting principles generally accepted in

India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review

Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the

Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of

India (ICAI). A review of interim financial information consists of making inquiries,

primarily of Parent's personnel responsible for financial and accounting matters, and

applying analytical and other review procedures. A review is substantially less in scope

than an audit conducted in accordance with Standards on Auditing specified under Section

143(10) of the Companies Act, 2013 and consequently does not enable us to obtain

assurance that we would become aware of all significant matters that might be identified in

an audit. Accordingly, we do not express an audit opinion.

4. The Statement includes the results of the entities listed in Note 3 of the Statement.

5. Based on our review conducted and procedures performed as stated in paragraph 3 above,

nothing has come to our attention that causes us to believe that the accompanying

Statement, prepared in accordance with the recognition and measurement principles laid

down in the aforesaid Indian Accounting Standard

and other accounting principles

generally accepted in India, has not disclosed the information required to be disclosed in

terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)

Regd. Office: lnd1abulls Finance Centre, Tower 3, 27"' - 32"" Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai· 400 013, Maharashtra, India.

(LLP Identification No. AAB-8737)

Deloitte Haskins & Sells LLP

Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that

it contains any material misstatement.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

Partner

(Memb

(UDIN: I q 03�01 'L�AAA l L 2.lffO )

Place: Pune

Date: August 6, 2019

Zensar Technologies limited Registered Office : Zensar Knowledge Park, Kharadi, Plot# 4, MIDC, Off Nagar Road, Pune - 411014, India Statement of Unaudited Consolidated Results for the Quarter ended 30th lune, 2019.

Particulars

Revenue from operations

1 2 Other income (net) Total Income 3

4

Expenses a. Purchase of traded goods b. Changes in inventories c. Employee benefits expense d. Subcontracting costs e. Finance costs f. Depreciation and amortisation expense g. Other expenses Total expenses

5 Profit before tax (3-4)

6

Tax expense a. Current tax b. Deferred tax

7 Net Profit for the period (5-6)

8 Net Profit/(Loss) attributable to:

- Owners - Non-controlling interests

9 Other comprehensive income, net of income tax A. Items that will not be reclassified to profit or loss 8. Items that will be reclassified to profit or loss Total other comprehensive income, net of Income tax

10 Total comprehensive income for the period (7+9)

11 Total comprehensive income attributable to:

- Owners - Non-controlling interests

12

Paid-up equity share capital (Face value Rs. 2 each)

13 Other equity excluding Revaluation Reserves as per balance sheet

14

Earnings Per Share (EPS) (Face value Rs. 2 each) (not annualised) ( refer note 9 below): a) Basic b) Diluted

30-Jun-2019 Unaudited

Ouarter ended 31-Mar-2019 Unaudited

30-Jun-2018 Unaudited

(Rs. In Lakhsl

Year Ended 31-Mar-2019 Audited

107,102 1,463 108,565

105,741 2,500 108,241

4,908 1,294 57,522 16,224 1,663 3,794 12,573 97,978

10,587

3,437 (422)

7,572

7,451 121

(132) {796) (928)

6,644

6,502 142

4,504

3,330 2,340 56,909 16,167 1,102 2,512 14,012 96,372

11,869

3,737 (187)

8,319

8,274 45

(88) 640 552

8,871

8,839 32

4,504

90,466 2,387 92,853

2,503 1,209 48,591 13,625 586 1,819 12,905 81,238

11,615

3,676 (452)

8,391

8,216 175

- (151) (151)

8,240

8,201 39

4,500

396,633 9,268 405,901

11,538 7,278 215,258 63,302 3,729 8,944 51,314 361,363

44,538

14,045 (1,372)

31,865

31,359 506

(44) 403 359

32,224

31,893 331

4,504

189,732

3.31 3.25

3.68 3.62

3.65 3.61

13.93 13.70

Consolidated Segment wise Revenue & Results for the Quarter ended 3oth lune, 2019

1

2

Particulars

Segment Revenue Application Management Services Infrastructure Management Services

Revenue From Operations

Segment Results Profit / (Loss) before tax and finance cost Application Management Services Infrastructure Management Services

Total Segment Results

Less: Finance costs

Less: Unallocable expenditure net of unallocable income

11 Outj Pro, 1, ""' ore I ax

30-Jun-2019 unaudited

Quarter ended 31-Mar-2019 Unaudited

30-Jun-2018 Unaudited

(Rs. in Lakhs)

Year Ended 31-Mar-2019 Audited

88,779 18,323

89,524 16,217

107,102

105,741

76,913 13,553

90,466

334,692 61,941

396,633

13,670 1,265

12,410 515

11,748 713

14,935

12,925

12,461

1,663

2,685

1,102

(47)

586

260

l.01::,a,

ll.,ao,.

11,f>l.5

46,602 3,968

50,570

3,729

2,302

44,538

Statement of Segment Assets & Liabilities

30-Jun-2019 Unaudited

31-Mar-2019 Audited

30-Jun-2018 Unaudited

1 Segment Assets

Trade Receivables Application Management Services Infrastructure Management Services Total Trade Receivables

Inventories Application Management Services Infrastructure Management Services Total Inventories

Unbilled Revenue Application Management Services Infrastructure Management Services Total Unbilled Revenue

Goodwill Application Management Services Infrastructure Management Services Total Goodwill

Unallocable Assets

TOTAL ASSETS

2 Segment Liabilities Unearned Revenue Application Management Services Infrastructure Management Services Total Unearned Revenue

Unallocable Liabilities

Total Liabilities

74,369 13,775 88,144

- 9,594 9,594

36,908 10,381 47,289

41,454 18,547 60,001

72,964 14,657 87,621

- 9,846 9,846

31,753 5,906 37,659

41,728 18,582 60,310

148,793

353,821

113,536

308,972

6,079 3,013 9,092

5,677 3,747 9,425

142,254

151,346

103,616

113,041

58,875 12,564 71,439

- 10,873 10,873

30,099 5,396 35,495

36,142 18,399 54,541

91,699

264,047

5,447 3,556 9,003

80,364

89,367

Notes:

1 These unaudited results have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder as amended from time to time. The above financial results were reviewed and recommended by the Audit Committee and taken on record by the Board of Directors at their meeting held on August 06, 2019.

2 The Group, through its subsidiary, Zensar Technologies Inc. entered Into a Share Purchase Agreement dated July 27, 2018 to acquire 100% equity in Indigo Slate, Inc ("Indigo Slate'?, a USA based IT company for purchase consideraMn of Rs. 12,348 lakhs (USD 18 million) payable upfront and deferred consideration of an amount upto Rs. 18,522 lakhs (USD 27 million), subject to perfonnance targets over 36 months. The above mentioned acquisition had been consummated in August 2018.

3 The consolidated financial results include the results of Zensar Technologies Limited and its subsidiaries viz., Zensar Technologies Inc., Zensar Technologies (UK) Limited, PSI Holding Group Inc., Zensar Technologies IM Inc., Zensar Technologies IM B.V., Zensar (Africa) Holdings Pty Limited, Zensar (South Africa) Pty Limited, Professional Access Limited, Zensar Technologies (Singapore) Pte. Limited, Foolproof Limited, Knit Limited, Foolproof (SG) Pte Limited, Zensar Technologies (Shanghai) Company Limited, Keystone Logic Inc, Zensar Info Technologies (Singapore) Pte Limited, Zensar IT Services Limited, Cynosure Inc, Cynosure Interface Services Private Limited, Cynosure APAC Pty Ltd, Keystone Logic Mexico, S. DE R.L. DE C.V, Keystone Technologies Mexico, S. DE R.L. DE C.V, Indigo Slate Inc and Zensar Technologies (canada) Inc.

4 Other Income (Net) for the quarter ended June 30, 2019 indudes foreign exchange gain of Rs. 1,080 lakhs. (Corresponding previous period: net gain of Rs. 1,248 lakhs). Other Income (net) for the quarter and year ended March 31, 2019 includes net foreign exchange gain/(loss) of Rs. (194) lakhs and Rs. 2,899 lakhs respectively.

5 During the period ended March 31, 2019, the Parent concluded the sale of two subsidiaries and transfer of customer contracts and employee related liability under a Business Transfer Agreement. Gain arising from such transaction Rs. 1,941 lakhs was recognized under Other Income for both Quarter and Year ended March 31, 2019.

6 During the quarter ended June 30, 2019, the Company issued 3,500 equity shares pursuant to the exercise of stock options by certain employees under the

"2002 ESOP" and 26,300 equity shares under "2006 ESOP" stock option plan.

7 Results of Zensar Technologies Limited on a stand alone basis are hosted on the Company's website www.zensar.com.

Stand-Alone Financial Information

Particulars

Revenue from operations

Profit before tax

Net orofit for the oeriod

30-Jun-2019

Quarter ended 31-Mar-2019

Unaudited

Unaudited

30-Jun-2018

Unaudited

(Rs. in Lakhs)

Year Ended 31-Mar-2019

Audited

33,706

6,362

4 758

35,269

10,063

8 291

34,283

7,944

5 912

137,008

33,351

25 800

8 The shareholders in their meeting dated August 05, 2019 have approved the final dividend for year ending March 31, 2019 of Rs. 1.80 per share.

9 Shareholders on August 8, 2018 approved the share split [5 equity shares having face value of Rs. 2 each against 1 equity share having face value of Rs. 10

each held] and the record date was fixed as September 10, 2018. Basic and Diluted earnings per share for the previous period has been presented to reflect the adjustment for share split in accordance with Ind AS 33 Earnings Per Share.

10 Effective April 1, 2019, the Group adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1, 2019 using the "Modified Retrospective Approach" and has taken the cumulative adjustment to retained earnings on the date of initial application. Accordingly, comparatives for the year ended March 31, 2019 have not been retrospectively adjusted. The effect of adoption as on transition date has resulted in recognition of Right of Use asset of Rs. 23,810 lakhs and a corresponding lease liability of Rs. 24,630 lakhs. The cumulative effect of applying the standard resulted in Rs. 579 lakhs being debited to retained earnings, net of taxes. The effect of this adoption is insignificant on the profit and earnings per share for the quarter ended June 30, 2019.

For and on behalf of the Board

Mumbai Date: August 06, 2019

Deloitte Haskins & Sells LLP

Chartered Accountants 706, 'B' Wing, 7'" Floor ICC Trade Tower Senapati Bapat Road Pune - 411 016 Maharashtra, India

Tel: +91 20 6624 4600 Fax: +91 20 6624 4605

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE

FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF ZENSAR TECHNOLOGIES LIMITED

1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Results

of ZENSAR TECHNOLOGIES LIMITED ("the Company"), for the quarter ended June 30,

2019 (''the Statement"), being submitted by the Company pursuant to the requirement of

Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended.

2. This Statement, which is the responsibility of the Company's Management and approved by

the Company's Board of Directors, has been prepared in accordance with the recognition

and measurement principles laid down in the Indian Accounting Standard 34 "Interim

Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act,

2013 read with relevant rules issued thereunder and other accounting principles generally

accepted in India. Our responsibility is to express a conclusion on the Statement based on

our review.

3. We conducted our review of the Statement in accordance with the Standard on Review

Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the

Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of

India (ICAI). A review of interim financial information consists of making inquiries,

primarily of the Company's personnel responsible for financial and accounting matters, and

applying analytical and other review procedures. A review is substantially less in scope

than an audit conducted in accordance with Standards on Auditing specified under section

143(10) of the Companies Act, 2013 and consequently does not enable us to obtain

assurance that we would become aware of all significant matters that might be identified in

an audit. Accordingly, we do not express an audit opinion.

4. Based on our review conducted as stated in paragraph 3 above, nothing has come to our

attention that causes us to believe that the accompanying Statement, prepared in

accordance with the recognition and measurement principles laid down in the aforesaid

Indian Accounting Standard and other accounting principles generally accepted in India,

has not disclosed the information required to be disclosed in terms of Regulation 33 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,

fnce: lndiabulls Finance Centre, Tower 3, 27'" - 32"' Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India.

Reg . (LLP Identification No. MB-8737)

Deloitte Haskins & Sells LLP

including the manner in which it is to be disclosed, or that it contains any material

misstatement.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

Place: Pune

Date: August 6, 2019

Partner

(Members ip No. 38019)

)

Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharadi, Plot # 4 , MIDC, Off Nagar Road, Pune - 411014, India Statement of Unaudited Standalone Results for the Quarter ended 30th June, 2019.

Particulars

1 Revenue from operations 2 Other Income {net) 3 Total Income

4 Expenses

a. Purchase of traded goods b. Employee benefits expense c. Subcontracting costs d. Finance costs e. Depreciation and amortisation expense f. Other expenses Total expenses

5 Prof'it before tax (3-4)

6 Tax expense

a. Current tax b. Deferred tax

7 Net Profit for the period (5-6)

8 Other comprehensive income, net of income tax

A. Items that w1YI not be reclassified to profit or loss B. Items that will be reclassified to profit or loss Total other comprehensive income, net of income tax

9 Total comprehensive income for the period (7+8)

10

Paid-up equity share capital (Face value Rs. 2 each)

11 Other equity excluding Revaluation Reserves as per balance

sheet

12 Earnings Per Share (EPS) (Face value Rs. 2 each) (not

annualised) (refer note 8 below): a) Basic b) Diluted

30-Jun-2019 Unaudited

Quarter ended 31-Mar-2019 Unaudited

30-Jun-2018 Unaudited

(Rs, in Lakhsl

Year Ended 31-Mar-2019 Audited

33,706 1622 35,328

188 19,853 874 515 1,896 5,640 28,966

6,362

1,750 (146)

4,758

(132) (177) (309)

4,449

4,504

35,269 3 736 39,005

160 19,972 1,293 212 1,096 6,209

28,942

10,063

1,935 (163)

8,291

67 163 230

8,521

4,504

34,283 1 699 35,982

397 19,932 723 275 1,035 5,676 28,038

7,944

2,216 (184)

5,912

- (3) (3)

5,909

4,500

137,008 8 499 145,507

1,209 78,949 3,934 918 4,278 22,868 112,156

33,351

8,169 (618)

25,800

111 427 538

26,338

4,504

142,579

2.11 2.08

3.68 3.62

2.63 2.60

11.46 11.27

Notes:

1 These unaudited results have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" {"Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules Issued thereunder as amended from time to time. The above financial results were reviewed and recommended by the Audit Committee and taken on record by the Board of Directors at their meeting held on August 06, 2019.

2 The Company, through Its subsidiary, Zensar Technologies Inc. entered Into a Share Purchase Agreement dated July 27, 2018 to acquire 100% equity in Indigo Slate, Inc {"Indigo Slate"), a USA based IT company for purchase consideration of Rs. 12,348 lakhs {USO 18 million) payable upfront and deferred consideration of an amount upto Rs. 18,522 lakhs {USO 27 million), subject to performance targets over 36 months. The above mentioned acquisition had been consummated in August 2018.

3 Where financial results are declared for both consolidated and standalone entity, segment information may be presented only in the case of

consolidated financial results. Accordingly, segment information has been provided only in the consolldated financial results.

4 Other Income {Net) for the quarter ended June 30, 2019 includes foreign exchange gain of Rs. 1,015 lakhs. (Corresponding previous period: net gain of Rs. 647 lakhs). Other Income (net) for the quarter and year ended March 31, 2019 includes net foreign exchange gain of Rs. 553 lakhs and Rs. 2,269 iakhs respectively.

5 During the period ended March 31, 2019, the Company concluded the sale of two subsidiaries and transfer of customer contracts and employee related liability under a Business Transfer Agreement. Gain arising from such transaction of Rs. 1,641 lakhs and Rs. 2,080 iakhs was recognized under Other Income for Quarter and Year ended March 31, 2019 respectively.

6 During the quarter ended June 30, 2019, the Company issued 3,500 equity shares pursuant to the exercise of stock options by certain

employees under the "2002 ESOP" and 26,300 equity shares under "2006 ESOP" stock option plan.

7 The shareholders in their meeting dated August 05, 2019 have approved the final dividend for year ending March 31, 2019 of Rs. 1.80 per

share.

8 Shareholders on August 8, 2018 approved the share split [5 equity shares having face value of Rs. 2 each against 1 equity share having face

value of Rs. 10 each held] and the record date was fixed as September 10, 2018. Basic and Diluted earnings per share for the previous period has been presented to reflect the adjustment for share split In accordance with Ind AS 33 Earnings Per Share.

9 Effective April 1, 2019, the Company adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1, 2019 using the "Modified Retrospective Approach" and has taken the cumulative adjustment to retained earnings on the date of initial application. Accordingly, comparatives for the year ended March 31, 2019 have not been retrospectively adjusted. The effect of adoption as on transition date has resulted in recognition of Right of Use asset of Rs. 13,263 lakhs and a corresponding lease liability of Rs. 13,412 lakhs. The cumulative effect of applying the standard resulted in Rs. 97 lakhs being debited to retained earnings, net of taxes. The effect of this adoption is insignificant on the profit and earnings per share for the quarter ended June 30, 2019.

Mumbai Date: August 06, 2019

For and on behalf of the Board

� Managing Director & CEO DIN :07393680

Zensar reports 16.4% YoY revenue growth; records 9th consecutive quarter of growth

Digital is at 48.5% of revenues

Pune, India, August 6, 2019: Zensar Technologies, a leading digital solutions and technology services company that specialises in partnering with global organisations on their Digital transformation journey, announced its audited consolidated financial results for its first Quarter ending June 30, 2019 of the fiscal year 2019-2020.

Financial Highlights: The Company reported YoY revenue growth of 16.4% at close of Q1FY20 from 131.7 M USD to 153.3M USD and 3.1% sequentially. The PAT for the quarter is at 7.4% of the revenue. Digital revenues continue to grow and have moved up by 28.3% YoY and is now 48.5% of Q1FY20 revenue.

Sandeep Kishore, Chief Executive Officer and Managing Director, Zensar Technologies said, “Digital has grown significantly this quarter, contributing 48.5% of the overall revenues fuelled by the exponential growth in our Cloud, Digital Led next gen CIS business posting approximately 70.3 % YoY growth. Our total order booking for this quarter has been 160 M USD TCV.”

Navneet Khandelwal, Chief Financial Officer, Zensar Technologies said, “The EBITDA has shown an increase, both in sequential and YoY terms at 11.2% and 16.6% respectively. We continue to maintain a prudent cost management strategy with a focus on improving operating metrics. All regions have posted a positive growth in constant currency terms.”

A. Significant Wins Q1FY20:

• Digital Transformation for Sanlam, a leading insurer from South Africa • • •

Application and development mandate for a large US based hi-tech global company Application, integration and support for a leading financial services group in South Africa A multi-million-dollar deal for the digital transformation for a UK based conglomerate having diverse interests Infrastructure Management for a leading South Africa based administration and technology provider to financial companies

• Guidewire support for one of UK's fastest growing general insurance providers • Digital warehouse mandate and automated testing for a global sports company •

Application Support & Enhancement and Application Development and Integration for an independent provider of private healthcare in UK

B. Corporate Excellence Snapshot in Q1FY20:

Zensar mentioned in the Gartner Magic Quadrant for Oracle Cloud Application Services, Worldwide 2019 Zensar mentioned in Gartner Critical Capabilities for Oracle Cloud Applications Services, Worldwide 2019

• Hfs mentions Zensar as a rising mid-tier company • Global data covers Zensar’ s RoD Conclave Analyst and Advisor Day •

Zensar mentioned in the Gartner Magic Quadrant for Data Center Outsourcing and Hybrid Infrastructure Managed Services 2019

• Gartner Critical Capabilities for Managed Mobility Services Global • •

ISG Provider Lens Cyber Security Solutions & Services Everest Group Digital Workplace Services PEAK Matrix assessment

Note: All numbers are as per the Ind-AS reporting standard without RoW

Q1 FY 20 Revenue and profitability snapshot

Q1 FY20

Growth

Particulars

USD Mn

INR Cr

Revenue

$ 153.3

₹ 1066.1

USD

3.1%

EBITDA

EBIT

PAT

$ 21.8

$ 16.3

$ 11.3

₹ 151.5

11.2%

₹ 113.6

1.9%

Q-o-Q

INR

1.8%

9.8%

0.6%

CC

USD

Y-o-Y

INR

CC

3.6%

16.4%

20.8%

18.8%

16.6%

21.0%

2.3%

6.1%

₹ 78.7

(8.3%)

(9.5%)

(9.3%)

(5.8%)

Q1 FY 20 Revenue Growth in Constant Currency

Particulars

Segments

Consolidated

For the Company

Geography

Services

Industry

US

Europe

Africa

Digital and Application Services, DAS

Digital Services

Core Application Services

Cloud and Infrastructure Services, CIS

Cloud, Digital Led next gen CIS

Core Infrastructure Services

Third Party Maintenance

Total Digital Services

Hitech and Manufacturing

Hitech

Mfg.

Retail and Consumer Services

Financial Services

Insurance

Banking

Emerging

Q1 FY20

QoQ

3.6%

2.3%

4.0%

14.7%

1.1%

3.4%

(1.1%)

17.3%

36.5%

15.3%

(4.5%)

7.2%

5.8%

2.8%

15.6%

(10.2%)

8.2%

4.2%

21.9%

20.8%

About Zensar (www.zensar.com)

Zensar is a leading digital solutions and technology services company that specialises in partnering with global organisations across industries on their Digital Transformation journey. A technology partner of choice, backed by strong track-record of innovation; credible investment in Digital solutions; assertion of commitment to client’s success, Zensar’s comprehensive range of digital and technology services and solutions enable its customers to achieve new thresholds of business performance. Zensar, with its experience in delivering excellence and superior client satisfaction through myriad technology solutions, is uniquely positioned to help them surpass challenges around running their existing business most efficiently, helping in their legacy transformation, and planning for business expansion and growth through innovative and digital ways.

Follow Zensar via: Zensar Blog: http://www.zensar.com/blogs Twitter: https://twitter.com/Zensar LinkedIn: https://www.linkedin.com/company/zensar-technologies Facebook: https://www.facebook.com/Zensar Catch our refreshed new website at: www.zensar.com

About RPG Enterprises (www.rpggroup.com) RPG Enterprises, established in 1979, is one of India's fastest growing business groups with a turnover of Rs 23000 Cr. The group has diverse business interests in the areas of Infrastructure, Tyres, Pharma, IT and Specialty as well as in emerging innovation led technology businesses.

For any queries please feel reach out:

PR Contacts (Global Headquarters - India): Aradhana Prabhu Public Relations Zensar Technologies +91 9765999749 aradhana.prabhu@zensar.com

Safe Harbor Certain statements in this release concerning our future growth prospects are forward-looking statements which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward- looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, and unauthorised use of our intellectual property and general economic conditions affecting our industry. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.

Zensar reports 16.4% YoY revenue growth; records 9th consecutive quarter of growth

Digital is at 48.5% of revenues

Pune, India, August 6, 2019: Zensar Technologies, a leading digital solutions and technology services company that specialises in partnering with global organisations on their Digital transformation journey, announced its audited consolidated financial results for its first Quarter ending June 30, 2019 of the fiscal year 2019-2020.

Financial Highlights: The Company reported YoY revenue growth of 16.4% at close of Q1FY20 from 131.7 M USD to 153.3M USD and 3.1% sequentially. The PAT for the quarter is at 7.4% of the revenue. Digital revenues continue to grow and have moved up by 28.3% YoY and is now 48.5% of Q1FY20 revenue.

Sandeep Kishore, Chief Executive Officer and Managing Director, Zensar Technologies said, “Digital has grown significantly this quarter, contributing 48.5% of the overall revenues fuelled by the exponential growth in our Cloud, Digital Led next gen CIS business posting approximately 70.3 % YoY growth. Our total order booking for this quarter has been 160 M USD TCV.”

Navneet Khandelwal, Chief Financial Officer, Zensar Technologies said, “The EBITDA has shown an increase, both in sequential and YoY terms at 11.2% and 16.6% respectively. We continue to maintain a prudent cost management strategy with a focus on improving operating metrics. All regions have posted a positive growth in constant currency terms.”

A. Significant Wins Q1FY20:

• Digital Transformation for Sanlam, a leading insurer from South Africa • • •

Application and development mandate for a large US based hi-tech global company Application, integration and support for a leading financial services group in South Africa A multi-million-dollar deal for the digital transformation for a UK based conglomerate having diverse interests Infrastructure Management for a leading South Africa based administration and technology provider to financial companies

• Guidewire support for one of UK's fastest growing general insurance providers • Digital warehouse mandate and automated testing for a global sports company •

Application Support & Enhancement and Application Development and Integration for an independent provider of private healthcare in UK

B. Corporate Excellence Snapshot in Q1FY20:

Zensar mentioned in the Gartner Magic Quadrant for Oracle Cloud Application Services, Worldwide 2019 Zensar mentioned in Gartner Critical Capabilities for Oracle Cloud Applications Services, Worldwide 2019

• Hfs mentions Zensar as a rising mid-tier company • Global data covers Zensar’ s RoD Conclave Analyst and Advisor Day •

Zensar mentioned in the Gartner Magic Quadrant for Data Center Outsourcing and Hybrid Infrastructure Managed Services 2019

• Gartner Critical Capabilities for Managed Mobility Services Global • •

ISG Provider Lens Cyber Security Solutions & Services Everest Group Digital Workplace Services PEAK Matrix assessment

Note: All numbers are as per the Ind-AS reporting standard without RoW

Q1 FY 20 Revenue and profitability snapshot

Q1 FY20

Growth

Particulars

USD Mn

INR Cr

Revenue

$ 153.3

₹ 1066.1

USD

3.1%

EBITDA

EBIT

PAT

$ 21.8

$ 16.3

$ 11.3

₹ 151.5

11.2%

₹ 113.6

1.9%

Q-o-Q

INR

1.8%

9.8%

0.6%

CC

USD

Y-o-Y

INR

CC

3.6%

16.4%

20.8%

18.8%

16.6%

21.0%

2.3%

6.1%

₹ 78.7

(8.3%)

(9.5%)

(9.3%)

(5.8%)

Q1 FY 20 Revenue Growth in Constant Currency

Particulars

Segments

Consolidated

For the Company

Geography

Services

Industry

US

Europe

Africa

Digital and Application Services, DAS

Digital Services

Core Application Services

Cloud and Infrastructure Services, CIS

Cloud, Digital Led next gen CIS

Core Infrastructure Services

Third Party Maintenance

Total Digital Services

Hitech and Manufacturing

Hitech

Mfg.

Retail and Consumer Services

Financial Services

Insurance

Banking

Emerging

Q1 FY20

QoQ

3.6%

2.3%

4.0%

14.7%

1.1%

3.4%

(1.1%)

17.3%

36.5%

15.3%

(4.5%)

7.2%

5.8%

2.8%

15.6%

(10.2%)

8.2%

4.2%

21.9%

20.8%

Performance Highlights

Income Statement (USD Mn)

Income Statement (USD Mn)

Q1 FY 19 Q4 FY 19

FY 19

Q1 FY 20

Operating revenue

Sequential Growth Year-Over-Year Growth

Cost of revenue

Gross profit Gross profit % of revenue

Sequential Growth Year-Over-Year Growth

Sales and marketing expenses General and administration expenses Operating expenses % of revenue

Other operating income

Earnings before interest, tax, depreciation and amortization (EBITDA) EBITDA % of revenue

Sequential Growth Year-Over-Year Growth

Depreciation and amortisation

Earnings before interest and tax (EBIT) EBIT % of revenue

Sequential Growth Year-Over-Year Growth

Interest Exchange Gain/(Loss) Other income

Profit before tax % of revenue

Sequential Growth Year-Over-Year Growth

Provision for taxation

Profit after tax (before minority interest) % of revenue

Minority interest

Profit after tax Profit after tax % of revenue Sequential Growth Year-Over-Year Growth

131.7 7.5% 18.1%

90.8

41.0 31.1% 14.2% 29.7%

9.1 14.2 23.3 17.7%

1.0

148.7 4.9% 21.3%

105.7

43.0 28.9% 10.1% 19.8%

10.1 14.0 24.1 16.2%

0.7

557.2

19.5%

394.6

162.6 29.2%

18.6%

37.7 54.5 92.2 16.5%

2.3

153.3 3.1% 16.4%

108.2

45.1 29.4% 5.0% 10.2%

10.1 13.3 23.4 15.2%

0.0

18.7

19.6

72.7

21.8

14.2% 28.6% 58.4%

2.7

16.0 12.1% 29.0% 77.5%

0.9 1.9 0.7

17.6 13.4% 16.2% 60.5%

4.9

12.7 9.7%

0.3

12.5 9.5% 17.8% 70.4%

13.2% 20.6% 34.8%

3.6

16.0 10.8% 23.7% 29.5%

1.6 -0.3 3.5

17.7 11.9% 53.8% 16.6%

5.3

12.4 8.3%

0.1

12.3 8.3% 51.7% 16.6%

13.0%

30.8%

12.8

59.9 10.8%

31.8%

5.3 4.3 7.1

66.0 11.9%

26.3%

18.8

47.2 8.5%

0.7

46.5 8.3%

30.0%

14.2% 11.2% 16.6%

5.5

16.3 10.7% 1.9% 2.3%

2.4 1.6 0.5

16.0 10.5% -9.3% -9.0%

4.6

11.5 7.5%

0.2

11.3 7.4% -8.3% -9.3%

Income Statement (INR Mn)

Income Statement (INR Mn)

Q1 FY 19 Q4 FY 19

FY 19

Q1 FY 20

Operating revenue

Sequential Growth Year-Over-Year Growth

Cost of revenue

Gross profit Gross profit % of revenue

Sequential Growth Year-Over-Year Growth

Sales and marketing expenses General and administration expenses Operating expenses % of revenue

Other operating income

Earnings before interest, tax, depreciation and amortization (EBITDA) EBITDA % of revenue

Sequential Growth Year-Over-Year Growth

Depreciation and amortisation

Earnings before interest and tax (EBIT) EBIT % of revenue

Sequential Growth Year-Over-Year Growth

Interest Exchange Gain/(Loss) Other income

Profit before tax % of revenue

Sequential Growth Year-Over-Year Growth

Provision for taxation

Profit after tax (before minority interest) % of revenue

Minority interest

Profit after tax Profit after tax % of revenue Sequential Growth Year-Over-Year Growth

8,827 11.9% 22.8%

6,083

2,744 31.1% 19.0% 34.9%

607 954 1,561 17.7%

69

10,476 2.5% 32.9%

38,988

29.7%

10,661 1.8% 20.8%

7,449

27,626

7,524

3,027 28.9% 7.7% 31.2%

713 985 1,697 16.2%

51

11,362 29.1%

28.6%

2,639 3,806 6,445 16.5%

162

3,137 29.4% 3.6% 14.3%

701 923 1,624 15.2%

2

1,252

1,381

5,079

1,515

14.2% 37.1% 64.6%

182

1,070 12.1% 38.2% 84.6%

59 124 45

1,181 13.4% 23.8% 66.3%

328

853 9.7%

17

836 9.5% 26.8% 79.4%

13.2% 17.9% 51.2%

251

1,130 10.8% 21.0% 45.8%

110 -18 246

1,247 11.9% 50.3% 30.7%

373

874 8.3%

4

869 8.3% 48.3% 32.0%

13.0%

41.8%

894

4,184 10.7%

42.7%

373 291 502

4,604 11.8%

36.6%

1,310

3,294 8.4%

51

3,243 8.3%

40.6%

14.2% 9.8% 21.0%

379

1,136 10.7% 0.6% 6.1%

166 108 38

1,116 10.5% -10.5% -5.5%

316

799 7.5%

12

787 7.4% -9.5% -5.8%

Other Metrics

Q1 FY 19

Q4 FY 19

FY 19

Q1 FY 20

Revenue By Service Offering Digital & Application Services (DAS)

Digital Services Core Application Services

Cloud and Infrastructure Services (CIS) Cloud, Digital Led next gen CIS Core Infrastructure Services Third Party Maintenance

Total Total Digital Services

Revenue By Industry Manufacturing Hi Tech Mfg

Retail and Consumer Services Financial Services Insurance Banking

Emerging Total

Revenue By Geographical Segment US Europe Africa Total

Revenue By Project Type Fixed Price Time & Materials Total

84.9% 39.2% 45.7%

15.1% 4.9% 4.8% 5.4%

100% 44.0%

49.4% 37.0% 12.4% 24.7% 23.9% 19.7% 4.2% 1.9% 100%

75.9% 14.1% 10.0% 100%

52.2% 47.8% 100%

84.9% 41.5% 43.4%

15.1% 5.4% 5.5% 4.2%

100% 46.9%

51.1% 39.2% 11.8% 21.5% 23.0% 17.8% 5.2% 4.4% 100%

76.9% 15.1% 8.1% 100%

54.3% 45.7% 100%

84.4% 40.3% 44.1%

15.6% 5.1% 5.6% 4.9%

100% 45.4%

50.9% 38.6% 12.3% 22.1% 23.7% 18.8% 4.9% 3.3% 100%

76.5% 14.6% 8.9% 100%

53.3% 46.7% 100%

82.8% 41.4% 41.4%

17.2% 7.1% 6.2% 3.9%

100% 48.5%

52.3% 39.0% 13.2% 18.7% 23.9% 17.9% 6.0% 5.1% 100%

76.3% 15.0% 8.7% 100%

57.0% 43.0% 100%

Other Metrics

Q1 FY 19 Q4 FY 19

FY 19

Q1 FY 20

Constant Currency Operating revenue (Constant Currency mn) Sequential Growth Year-Over-Year Growth

Constant Currency Growth By Service Offering (QoQ %) Digital & Application Services (DAS)

Digital Services Core Application Services

Cloud and Infrastructure Services (CIS) Cloud, Digital Led next gen CIS Core Infrastructure Services Third Party Maintenance

Total Digital Services

Constant Currency Growth By Industry (QoQ %) Manufacturing Hi Tech Mfg

Retail and Consumer Services Financial Services Insurance Banking

Emerging

Constant Currency Growth By Geography (QoQ %) US Europe Africa

132.7 8.3% 16.4%

7.7% 13.5% 3.2% 11.7% 16.6% 3.2% 15.8%

13.8%

6.2% 4.9% 10.4% -3.2% 26.2% 36.4% -6.6% 53.7%

9.4% 5.4% 5.8%

148.2 4.5% 24.3%

6.8% 7.7% 5.9% -6.6% 6.9% -18.5% -2.8%

7.7%

8.0% 6.9% 11.4% 8.0% -2.0% -2.4% -0.7% 15.2%

4.6% 7.5% -2.0%

561.1 20.3% 20.3%

22.4% 35.2% 12.7% 10.2% 77.8% -6.9% -7.3%

38.9%

19.3% 26.3% 1.5% -2.0% 39.1% 47.9% 13.3% 254.7%

21.5% 22.4% 9.5%

154.0 3.6% 18.8%

1.1% 3.4% -1.1% 17.3% 36.5% 15.3% -4.5%

7.2%

5.8% 2.8% 15.6% -10.2% 8.2% 4.2% 21.9% 20.8%

2.3% 4.0% 14.7%

Other Metrics

Client Data Number of million dollar Clients (LTM Revenue) 1 Million dollar + 5 Million dollar + 10 Million dollar + 20 Million dollar +

Revenue from top clients Revenue- top 5 clients Revenue- top 10 clients Revenue- top 20 clients

Repeat business %

Q1 FY 19 Q3 FY 19

Q4 FY 19 FY 18

FY 19 Q2 FY 19

Q1 FY 20 Q3 FY 19

86 19 5 2

90 19 9 2

90 19 9 2

91 20 9 2

36.0% 44.4% 56.0%

37.0% 47.9% 59.3%

36.5% 45.6% 56.3%

38.0% 49.2% 61.3%

86.8%

83.9%

83.3%

84.7%

Number of active clients

246

285

285

289

New clients added in the period (# Refer note at the end)

42

17

123

7

Onsite:Offshore Revenue mix Onsite Offshore Total

Utilization Utilization (excluding Trainees)

Employee data Headcount Technical - Onsite Technical - Offshore Technical - BPO / Others Marketing Support (including trainees) Total

63.7% 36.3% 100%

67.4% 32.6% 100%

66.5% 33.5% 100%

68.1% 31.9% 100%

85.8%

83.4%

83.4%

82.4%

2,012 5,761 253 64 700 8,790

2,412 6,188 275 76 797 9,748

2,412 6,188 275 76 797 9,748

2,579 6,213 213 80 1,081 10,166

Gross employees added during the period

724

1,014

3,689

1,279

% of women employees

26.9%

28.5%

28.5%

29.8%

Attrition

Attrition

18.8%

16.3%

16.3%

16.7%

Other Metrics

Exchange Rates

Rupee Dollar Rate Period Closing Rate Period Average Rate

Rupee Euro Rate Period Closing Rate

Period Average Rate

Rupee GBP Rate Period Closing Rate Period Average Rate

Rupee ZAR Rate Period Closing Rate Period Average Rate

Revenue By Currency Dollar Euro GBP ZAR Others Total

Effective Tax Rate

Accounts receivables (in days) Billed Unbilled Total

Summary of Cash and Cash Equivalents Cash and Cash Equivalents (USD mn) Cash on hand Balances with Banks: In current accounts Deposit with original maturity of less than three months

Other Bank Balances: Unpaid dividend accounts

Q1 FY 19 Q4 FY 19

FY 19

Q1 FY 20

68.5 67.0

79.8 79.9

90.0 91.2

5.0 5.3

69.2 70.5

77.7 80.0

90.5 91.7

4.8 5.0

69.2 69.9

77.7 80.9

90.5 91.8

4.8 5.1

69.0 69.5

78.2 78.5

89.4 87.6

4.8 4.9

75.0% 1.1% 13.5% 9.7% 0.8% 100.0%

72.6% 0.9% 17.0% 7.7% 1.8% 100.0%

73.8% 5.3% 13.0% 7.1% 0.9% 100.0%

70.7% 1.5% 17.1% 8.3% 2.4% 100.0%

27.8%

29.9%

28.5%

28.4%

69 37 106

0.0

43.8 3.0

69 33 102

0.0

42.6 4.2

69 33 102

0.0

42.6 4.2

68 36 104

0.0

45.5 2.0

0.3

0.3

0.3

0.3

Total

47.1

47.1

47.1

47.8

Investment in Mutual Funds

17.3

13.3

13.3

25.1

Other Metrics

Summary of Debt

Debt (USD mn) Short-term debt Long-term debt Total

Outstanding Hedges USD Value Avg. Rate/ INR

GBP Value Avg. Rate/ INR

ZAR Value Avg. Rate/ INR

Summary of Capex Capex (USD Mn)

Earning Per Share (INR/share) Basic Diluted

Shareholding Public Shareholding Promoter Shareholding Total

Q1 FY 19

Q4 FY 19

FY 19

Q1 FY 20

13.0 20.0 33.0

91.2 67.6

12.9 93.7

23.0 20.0 43.0

115.2 72.0

15.8 94.2

23.0 20.0 43.0

115.2 72.0

15.8 94.2

26.0 20.0 46.0

108.9 71.6

13.3 92.2

111.5 5.4

100.8 5.1

100.8 5.1

195.8 4.8

3.2

1.5

6.9

5.0

3.7 3.6

3.7 3.6

13.9 13.7

3.3 3.2

51.1% 48.9% 100%

51.1% 48.9% 100%

51.1% 48.9% 100%

51.1% 48.9% 100%

About Zensar (www.zensar.com)

Zensar is a leading digital solutions and technology services company that specialises in partnering with global organisations across industries on their Digital Transformation journey. A technology partner of choice, backed by strong track-record of innovation; credible investment in Digital solutions; assertion of commitment to client’s success, Zensar’s comprehensive range of digital and technology services and solutions enable its customers to achieve new thresholds of business performance. Zensar, with its experience in delivering excellence and superior client satisfaction through myriad technology solutions, is uniquely positioned to help them surpass challenges around running their existing business most efficiently, helping in their legacy transformation, and planning for business expansion and growth through innovative and digital ways.

Follow Zensar via: Zensar Blog: http://www.zensar.com/blogs Twitter: https://twitter.com/Zensar LinkedIn: https://www.linkedin.com/company/zensar-technologies Facebook: https://www.facebook.com/Zensar Catch our refreshed new website at: www.zensar.com

About RPG Enterprises (www.rpggroup.com) RPG Enterprises, established in 1979, is one of India's fastest growing business groups with a turnover of Rs 23000 Cr. The group has diverse business interests in the areas of Infrastructure, Tyres, Pharma, IT and Specialty as well as in emerging innovation led technology businesses.

For any queries please feel reach out:

PR Contacts (Global Headquarters - India): Aradhana Prabhu Public Relations Zensar Technologies +91 9765999749 aradhana.prabhu@zensar.com

Safe Harbor Certain statements in this release concerning our future growth prospects are forward-looking statements which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward- looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, and unauthorised use of our intellectual property and general economic conditions affecting our industry. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.

Zensar Technologies

Analyst Presentation, Q1 FY20

Quarter Ending June 30, 2019

www.zensar.com | © Zensar Technologies 2019

Safe Harbor

This presentation may include statements which may constitute forward-looking statements. All statements that address expectations or projections about the future, including, but not limited to, statements about the strategy for growth, business development, market position, expenditures, and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The actual results, performance or achievements, could thus differ materially from those projected in any such forward-looking statements.

The information contained in these materials has not been independently verified. None of the Company, its Directors, Promoter or affiliates, nor any of its or their respective employees, advisers or representatives or any other person accepts any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this document or its contents or otherwise in connection with this document, and makes no representation or warranty, express or implied, for the contents of this document including its accuracy, fairness, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them, and nothing in this document or at this presentation shall be relied upon as a promise or representation in this respect, whether as to the past or the future. The information and opinions contained in this presentation are current, and if not stated otherwise, as of the date of this presentation. The Company undertake no obligation to update or revise any information or the opinions expressed in this presentation as a result of new information, future events or otherwise. Any opinions or information expressed in this presentation are subject to change without notice.

This presentation does not constitute or form part of any offer or invitation or inducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Zensar Technologies Limited (the “Company”), nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment therefore. Any person/ party intending to provide finance / invest in the shares/businesses of the Company shall do so after seeking their own professional advice and after carrying out their own due diligence procedure to ensure that they are making an informed decision. This presentation is strictly confidential and may not be copied or disseminated, in whole or in part, and in any manner or for any purpose. No person is authorized to give any information or to make any representation not contained in or inconsistent with this presentation and if given or made, such information or representation must not be relied upon as having been authorized by any person. Failure to comply with this restriction may constitute a violation of the applicable securities laws. The distribution of this document in certain jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. By participating in this presentation or by accepting any copy of the slides presented, you agree to be bound by the foregoing limitations.

www.zensar.com | © Zensar Technologies 2019

2

Company Overview

Zensar Technologies records $153.3* Mn in Q1FY20 ($578.8 * Mn LTM)

• Part of $3 B RPG Group

• Portfolio Company of the $40 B APAX Group

• Among 5 global tech companies to be listed

on a major global stock exchange (BSE) for

55+ years

• 48.5% Digital Revenue, (28.3% YoY Growth)

*all numbers are without RoW & in US$

www.zensar.com | © Zensar Technologies 2019

3

Zensar Business Update

www.zensar.com | © Zensar Technologies 2019

4

Q1 FY20 : Brief Snapshot

All growth numbers in US $ unless stated & without RoW

www.zensar.com | © Zensar Technologies 2019

5

Q1 FY20 : Key Achievements

Continued New Win Momentum

Digital Updates

Strengthening of brand ‘Zensar’

in our

Multiple wins largest client helping sustain Hi-Tech growth

Multi-million-dollar deal for a UK based conglomerate

Guidewire fastest providers

support

growing

for UK's insurance

Continued Mega-growth in

digital

revenues – 48.5%

(solid growth of 6.7% QoQ

on the back of key Next gen

CIS Deals)

Growth in digital revenues

on the back of clear focus

on Automation driven by

Cloud

&

Infrastructure

platforms and RPA

Named a Top 15 Sourcing Information Standout Services Group (ISG)

by

Recognized Third Consecutive Gartner Magic Year in for Managed Quadrant Workplace Services, North America

Global data covers Zensar’s RoD Conclave Analyst and Advisor Day

Steady Revenue & Headcount Growth

$153.3M, highest ever revenue, Q1 FY20

Headcount- 10,166 (net addition of 418 QoQ, 1376 YoY)

9 accounts of $10m+ Annual revenues (YoY increase of 4)

www.zensar.com | © Zensar Technologies 2019

6

Trending in Key Financial Updates (US $)

All growth numbers in US $ unless stated & without RoW

www.zensar.com | © Zensar Technologies 2019

7

Q1 FY20 Financials

Q1 FY20*

Growth

Particulars

Q-o-Q

Y-o-Y

USD Mn

INR Cr

USD

INR

CC

USD

INR

CC

Revenue

$ 153.3

₹ 1066.1

3.1%

1.8%

3.6%

16.4%

20.8%

18.8%

EBITDA

$ 21.8

₹ 151.5

11.2%

9.8%

16.6%

21.0%

EBIT

PAT

$ 16.3

₹ 113.6

1.9%

0.6%

2.3%

6.1%

$ 11.3

₹ 78.7

-8.3%

-9.5%

-9.3%

-5.8%

INR/Share

EPS (Diluted)

3.2

*The numbers does not include ROW revenues

Q-o-Q

-10.17%

Y-o-Y

-10.08%

www.zensar.com | © Zensar Technologies 2019

8

@ Scale winning momentum

$160 Mn+

TCV wins in Q1 FY 20

Multi-million-dollar deal for a UK based conglomerate

Digital warehouse for a global sports company

Digital Transformation for Sanlam

Application & development for Hi-tech global company

Application Development healthcare provider in UK

Guidewire support for UK's fastest growing insurance providers

www.zensar.com | © Zensar Technologies 2019

9

Cloud and Infrastructure Services

Records 59.8% YoY USD Growth*

Revenue up from $16.2M to $20.3M (25.5% QoQ US$ growth)

Records continuously increasing win ratio with this quarter scoring a massive 50%

Fighting multiple large deals across the spectrum which total 40% of total pipeline

Continued receiving analysts mentions from multiple key analyst like Gartner, ISG etc.

Note: Revenue numbers are without Third Party Maintenance

www.zensar.com | © Zensar Technologies 2019

10

Q1 FY20: Key Business Highlights

❑ Pipeline quality and Large Deals

– – – –

Healthy demand scenario with major traction in Cloud and Infrastructure Services deals 25% of the deals being fought are in the later stages of engagement. Large Deals ratio - 50% deals being fought with a TCV over $5m across Zensar. Digital (including RoD and RoD NeXT) witnesses impressive growth across all verticals

❑ Core Business

– –

Digital & Application Services grew 13.5% YoY largely due to growth of 23.1% in Digital Services in US $ terms. Cloud and infrastructure Services business clocked 32.8% QoQ growth. Next Gen Cloud grew exponentially at 70.3% on a YoY basis. Both numbers are in US $ terms. All geographies grew sequentially with US , UK & SA showing a growth of 16.95%, 24.10% and 1.30% YoY respectively in US$ terms The quarter saw growth in core EBITDA from 14.1% of revenue to 14.7% of revenue

❑ Other Highlights

– – –

Revenue from top 20 clients increased by 27.2% YoY and 6.6% QoQ in US $ terms. Largest batch of Freshers inducted till date in the last quarter Number of 10Mn+ clients increased from 5 to 9 in the last one year

www.zensar.com | © Zensar Technologies 2019

11

Q1 FY20 : Digital Growth

Services Split (In USD Mn)

$153.3M

3.1% QoQ

16.4% YoY

Digital continues to remain strong and grew 6.7% QoQ

while growing 28.3% YoY.

0.6% QoQ

13.5% YoY

$127.0 Digital & App Services

$26.3 Cloud & Infra Services

17.1% QoQ

32.8% YoY

Digital & Application Services

grew 13.5% year on year and this

was largely due to growth of

23.1% in Digital Services.

2.9% QoQ

23.1% YoY

$63.5 Digital Services

-1.6% QoQ

5.3% YoY

$63.5 Core App Services

$10.9 Cloud, Digital led next gen CIS

36.2% QoQ

70.3% YoY

$9.4 Core Infra Services

15.0% QoQ

49.2% YoY

$6.0 Third Party Maintenance

-4.5% QoQ

-15.6% YoY

Digital Services 48.5% of Total Q1FY20

Cloud & Infrastructure

services grew at a

17.1% QoQ. Growth

was slightly negated

due to continuous

decine in Third Party

Maintenance business

All growth numbers in USD Terms

www.zensar.com | © Zensar Technologies 2019

12

Q1 FY20 : Geographical & Vertical Split

Geographical Split

8.7%

15.0%

76.3%

US

Europe

Africa

Percentage of Revenue In USD

Geography

QoQ (cc)

YoY (cc)

US

Europe

Africa

2.3%

4.0%

14.7%

16.9%

31.6%

15.4%

Vertical Split

1 0 0 . 0 % Revenue

1 8 . 7 % Retail & Consumer Services

5 2 . 3 % Hi-Tech & Manufacturing

2 3 . 9 % Fin. Services

5 . 1 % Emerging

1 3 . 2 % Mfg

1 7 . 9 % Insurance

6 . 0 % Banking

3 9 . 0 % Hi-Tech

Vertical

Retail & Consumer Services

Hi-Tech & Manufacturing

Fin. Services

Emerging

QoQ (cc)

-10.2%

5.8%

8.2%

20.8%

YoY (cc)

-9.7%

25.0%

22.5%

222.2%

www.zensar.com | © Zensar Technologies 2019

13

Q1 FY20 : Top Clients Revenue Concentration

Million+ Dollar Clients

Q1 FY19

Q4 FY19

Q1 FY20

20 Mn Dollar+

10 Mn Dollar+

5 Mn Dollar+

1 Mn Dollar+

2

5

19

86

2

9

19

90

2

9

20

91

Revenue Concentration

QoQ and YoY Growth

Q1 FY19

Q4 FY19

Q1 FY20

Top 5 Clients

36.0%

37.0%

38.0%

QoQ

6.1%

YoY

22.9%

Top 10 Clients

44.4%

47.9%

49.2%

5.9%

29.0%

Top 20 Clients

56.0%

59.3%

61.3%

6.6%

27.2%

All growth numbers in USD Terms

www.zensar.com | © Zensar Technologies 2019

14

Q1FY20 Employee Details

Employee Headcount

8 8 8 3 3 3 1 1 1 9 9 9

3 2 7 5

,

8 5 2 2

,

6 6 6 6 5 5 5 5 4 4 4 4 9 9 9 9

2 2 9 5

,

6 4 3 2

,

8 8 8 8 8 4 4 4 4 4 7 7 7 7 7 9 9 9 9 9

8 8 1 6

,

2 1 4 2

,

6 6 6 6 6 6 6 6 6 6 1 1 1 1 1 0 0 0 0 0 1 1 1 1 1

3 1 2 6

,

9 7 5 2

,

12,000

10,000

8,000

6,000

4,000

2,000

0

0 0 9 9 7 7 8 8

1 6 7 5

,

2 1 0 2

,

Q1 FY 19

Q2 FY 19

Q3 FY 19

Q4 FY 19

Q1 FY 20

+1376 Net Headcount added in the

last year

29.8% Highest Ever Women % in our

workforce Zensarians

Support (including trainees) Marketing

Technical - BPO / Others Technical - Offshore

Technical - Onsite

16.7% Employee Attrition

Up by 40 BPS

82.4% Utilisation reduced by 100BPS

from last quarter

www.zensar.com | © Zensar Technologies 2019

15

Analyst Coverage & Mentions

RoD Conclave, Boston 2019

Zensar mentioned in the Gartner Magic Quadrant for Oracle Cloud Application Services, Worldwide

Named a Top 15 Sourcing Standout by Information Services Group (ISG)

Successfully concluded Zensar’s first-ever Analyst and Advisor meet in Boston on April 9, 2019. Attended by more than 50 Analysts from leading firms like Gartner, IDC, Novarica, ISG, Forrester, Avasant, etc.

Zensar named as a Major Contender in the Everest Group Digital Services PEAK Matrix™ Assessment 2019

www.zensar.com | © Zensar Technologies 2019

16

Stock Price and Shareholding Pattern

Share Price in Rs.

Total Volume

400

350

300

250

200

150

100

50

) E S N

(

. s R n

i

e c i r P e r a h S

0 Jul-18

Aug-18

Sep-18

Oct-18

Nov-18

Dec-18

Jan-19

Feb-19

Mar-19

Apr-19

May-19

Jun-19

Jul-19

16,00,000

14,00,000

12,00,000

10,00,000

8,00,000

6,00,000

4,00,000

2,00,000

-

e m u o V

l

l

a t o T

Equity Share Information:

▪ Share Price (26th July 2019): INR 215.6/ share

▪ Market Cap (26th July 2019): INR 4,866 Crs

▪ Financial Year: April to March

▪ Face Value: INR 2 / share

▪ Listed on Indian Stock Exchanges:

a) Bombay Stock Exchange (code: 504067)

b) National Stock Exchange (code: ZENSARTECH)

▪ Bloomberg Code: ZENT.IN

▪ Reuters Code: ZENT.BOx

Shareholding Pattern (as on 30th June 2019):

11.3%

17.0%

22.9%

48.9%

Promoter

Apax Partners

FPIs

DIIs/ Others

www.zensar.com | © Zensar Technologies 2019

17

Analyst Presentation for the quarter ending June 30, 2019

RPG Group Overview

www.zensar.com | © Zensar Technologies 2019

18

RPG Group: Key Financials

FY15-19 CAGR: 5.6%

Gross Total Income (Rs Cr.)

FY15-19 CAGR:

EBITDA 9.8%

PAT 10.4%

19,183

19,271

20,052

21,766

23,833

EBITDA

PAT

2,014

2,045

1,668

2,218

2,423

739

879

980

1,031

1,099

FY15

FY16

FY17

FY18

FY19

FY15

FY16

FY17

FY18

FY19

10,000.00

8,000.00

6,000.00

4,000.00

2,000.00

-

4,611

16.0%

10.6%

Net Worth

ROE

ROCE

5,260

16.7%

6,066

16.2%

7,723

6,925

14.9%

14.2%

11.6%

12.3%

12.0%

11.0%

FY15

FY16

FY17

FY18

FY19

Note: 1) 2) 3) Market Cap updated till 26th July 2019

ROCE is calculated by taking EBIT*(1-ETR) divided by Capital Employed ROE is calculated by taking PAT divided by Net-worth

Market Cap

40.0% 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0%

25,0 00

20,0 00

15,0 00

10,0 00

5,00 0

-

Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19

Group

CEAT

KEC

ZENSAR

17,445

8,043

4,886

3,439

19

www.zensar.com | © Zensar Technologies 2019

Thank You Thanks

www.zensar.com | © Zensar Technologies 2019

August 6, 2019

The Board of Directors Zensar Technologies Limited Zensar Knowledge Park, Kharadi, Plot # 4, MIDC, Off Nagar Road, Pune - 411014, Maharashtra, India CIN: L72200PN1963PLC012621

Subject: - Resignation as an Independent Director effective August 7, 2019

Dear Sirs,

I hereby tender my resignation as an Independent Director on the Board of the Company, effective August 7, 2019 due to time constraints arising out of professional commitments and preoccupations. Considering these commitments, I am unable to devote reasonable time, required of an Independent Director of the Company and therefore willingly request the Board to discharge me from this position.

I further confirm that there is no other material reason, other than as provided herein above, for my resignation.

I also convey my thanks to all the fellow Directors for the co-operation, support and patronage extended to me during my tenure as an Independent Director of the Company.

Thanking you,

Yours truly

Sudip Nandy

DIN: 07199187

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