ZENSARTECHNSE21 October 2019

Zensar Technologies Limited has informed the Exchange regarding Investor Presentation

Zensar Technologies Limited

Off Nagar Road, Pune 411014, India. Tel: +91 (20) 6607 4000, 27004000 Fax: +91 (20) 6605 7888, CIN: L72200PN1963PLC012621

Registered Office : Zensar Technologies Limited Zensar Knoewledge Park, Plot No. 4, MIDC Kharadi,

Date: October 21, 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 October 21, 2019

This is to inform you that the Board of Directors of the Company at its meeting held today, which commenced at 1.00 PM and concluded at 7.00 PM, inter-alia, unanimously approved/took on record the following:

Financial Results:

Unaudited Standalone & Consolidated Financial Results alongwith Cash Flow Statement(s) and Limited Review report thereon, for the quarter and six months ended September 30, 2019. 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 and six months ended September 30, 2019 are enclosed herewith.

Noting of business re-organisation inter-alia in USA within Zensar Group

Disclosure on business re-organisation pursuant to Regulation 30(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed herewith.

This is for your information and dissemination purpose.

Encl. As above

www.zensar.com

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 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 and six months ended September 30, 2019 ("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) 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)

Place: Pune Date: October 21, 2019

(Mem

Regd. Office: India bulls Finance Centre, Tower 3, 27"' • 32"" Floor, Senapati Ba pat l\1arg, Elphinstone Road (West), Mumbai · 400 013, Maharashtra, India.

(LLP Identification No. AAB-8737)

Zensar Technologies Limited Registered Office : Zensar Knowledge Park, Kharad i, Plot# 4, MIOC, Off Nagar Road, Pune • 411014, India Statement of Unaudited Consolidated Results for the Quarter and Half Year ended 30th September, 2019

Partk::ulars

1

Revenue from operations Other income (net)

3 Total Income Expenses 4 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 Profit before tax (3·4)

5

6 Tax expense

a. Current tax b. Deferred tax

7 Net Profit for the period (5·6) 8 Net Profit/(Loss) attnDutable to:

- Owners - Non•controlllng Interests

9

Other comprehensive income/(loss), net of income tax A. Items that will not be reclassified to pro.it or loss 8. Items that will be reclassified to profit or loss Total other comprehensive income/(loss), net of income tax

10 Total comprehensive income for the period (7 +9) 11 Total comprehensive income attributable to:

- Owners - Non-controfllng interests Paid-up equity share capital (Face value Rs. 2 each)

12

13 Other equity exctuding Revaluation Reserves as per balance sheet

14 Earnings Per Share (EPS) (Face value Rs. 2 each) (not annual ised):

30-Sep-2019 Unaudited

Ouarb!r Ended 30-Jun-2019 Una1.1dlted

Ha If Year Ended

30-Sep-2018 Unaudited

30-Sep-2019 Unaudited

30-Sep-2018 Unaudited

107,228 1,808 109,036

107,102 1,463 108,565

96,871 4,129 101,000

2,318 1,243 61,063 15,861 1,396 3,851 11,740 97,472

11,564

3,048 246 8,270

7,987 283

(284) (432) ( 716)

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)

1,362 2,152 53,147 16,034 952 2,242 11,889 87,778

13,222

4,096 (377) 9,503

9,340 163

397 232 629

214,330 3,271 217,601

7,226 2,537 118,585 32,085 3,059 7,645 24,313 195,450

22,151

6,485 (176) 15,842

15,438 404

(416) (1,228) (1,644)

187,337 6,516 193,853

3,865 3,361 101,738 29,659 1,538 4,061 24,794 169,016

24,837

7,772

(829) 17,894

17,556 338

397 81 478

(Rs. In Lakhs Ye.ar Ended 31-Mar-2019 Audited

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) 31,86S

31,359 506

(44) 403 359

7,554

6,644

10,132

14,198

18,372

32,224

7,317 237 4,505

6,502 142 4,504

9,962 170 4,501

13,819 379 4,505

18,163 209 4,501

31,893 331 4,504

189,732

a) Basic b) Diluted

3.55 3.49

3.31 3.25

4.15 4.08

6.85 6.74

7.80 7.67

13.93 13.70

Press Release

Zensar reports 12.8% YoY revenue growth in Q2FY20 Digital revenues now at 50.1% of total revenues

Pune, India, October 21, 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 second Quarter ending September 30, 2019 of the fiscal year 2019-2020.

Financial Highlights: The company reported 12.8% YoY revenue growth at close of Q2Y20 from 135M USD to 152.3M USD. In sequential terms, revenues grew 0.3% in Constant Currency. The PAT for the quarter grew 0.2% sequentially and stood at 7.4% of the revenue. Digital revenues continue to grow and have moved up by 25.2% YoY crossing the 50% mark for the first time and is now 50.1% of Q2FY20 revenue.

Sandeep Kishore, Chief Executive Officer and Managing Director, Zensar Technologies said, “Zensar’s year-on-year revenue growth continues to be strong with an increase of 14.1% on constant currency basis. Digital continues to maintain consistent momentum and grew by 25.2% YoY.”

Navneet Khandelwal, Chief Financial Officer, Zensar Technologies said, “We continue to focus on operational effectiveness across all parameters, YoY EBIDTA growth of 17.2% reflects our focus on the same. We would also like to highlight addition of 3 accounts to our USD 5MN+ customers in this quarter, taking total to 23 such clients.”

Due to the company’s focus on core business operating performances, the core business operating margin is maintained at 14.0% despite wage hike in the quarter gone by. The wage hike in Q2 was negated by improved operational efficiencies. The quarterly revenue performance was impacted by the completion of two client specific programs.

Significant Wins Q2FY20: • Deliver next-gen retail innovation for Aptos, a recognized market leader in retail technology solutions • Cloud and Infrastructure managed services support for a leading vision care company based in the US • Application and development mandate for a large US based hi-tech global company • Testing mandate for a leading financial services group in South Africa • Enterprise applications mandate for Vyaire Medical, US

Challenger in Digital Masters Avasant RadarView™ 2019

Corporate Excellence Snapshot in Q2FY20: • • Niche in Gartner Magic Quadrant for Oracle Cloud Application Services, Worldwide’ 19 • 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 & Advisor Day • • • Major Contender in Digital Interactive Services Peak Matrix by Everest • Mentioned in Gartner Market Guide for Blockchain Implementation Services • Mentioned in the Blockchain Service Providers Toolkit • Niche Player in the Gartner 2019 Magic Quadrant for Data Center Outsourcing and Hybrid

Challenger in the Avasant Blockchain RadarView™ “Innovators” category in Applied AI & Advanced Analytics Services Radarview™

Infrastructure Managed Services, North America Zensar listed in Gartner Critical Capabilities for Data Center Outsourcing and Hybrid Infrastructure Managed Services, North America Zensar’s Smart Autonomics Platforms was featured in a 451 Research report in September 2019

Awards and Recognitions in Q2FY20

• • •

Zensar Recognized for Excellence in Leveraging HR Technology and Excellence in HR Analytics at the annual SHRM HR Excellence Awards 2019 Zensar wins recognition in the category of ‘Best Leadership Development Program’ and ‘Best OD Intervention’ at the L&D World Summit 2019. Zensar wins 2019 Future of Learning & Development “Best Learning Strategy of the Year” Award Zensar awarded Automation Anywhere’s 2019 ‘Growth Partner of the Year for South Africa’ Zensar featured in 2019 Working Mother & Avtar 100 Best Companies for Women in India list Zensar is a finalist in 3 categories at the ISG Paragon Awards™

Q2 FY 20 Revenue and profitability snapshot

Q2 FY20

Growth

Particulars

USD Mn

INR Cr

Q-o-Q

USD

INR

CC

USD

Y-o-Y

INR

CC

Revenue

$ 152.3

₹ 1072.3

(0.7%)

0.6%

0.3%

12.8%

13.3%

14.1%

EBITDA

EBIT

PAT

$ 21.3

$ 15.8

$ 11.3

₹ 150.0

(2.3%)

(1.0%)

17.2%

17.7%

₹ 111.5

(3.1%)

(1.8%)

5.7%

6.2%

₹ 79.9

0.2%

1.5%

(16.4%)

(16.1%)

Note: All numbers are as per the Ind-AS reporting standard

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 12.8% YoY revenue growth in Q2FY20 Digital revenues now at 50.1% of total revenues

Pune, India, October 21, 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 second Quarter ending September 30, 2019 of the fiscal year 2019-2020.

Financial Highlights: The company reported 12.8% YoY revenue growth at close of Q2Y20 from 135M USD to 152.3M USD. In sequential terms, revenues grew 0.3% in Constant Currency. The PAT for the quarter grew 0.2% sequentially and stood at 7.4% of the revenue. Digital revenues continue to grow and have moved up by 25.2% YoY crossing the 50% mark for the first time and is now 50.1% of Q2FY20 revenue.

Sandeep Kishore, Chief Executive Officer and Managing Director, Zensar Technologies said, “Zensar’s year-on-year revenue growth continues to be strong with an increase of 14.1% on constant currency basis. Digital continues to maintain consistent momentum and grew by 25.2% YoY.”

Navneet Khandelwal, Chief Financial Officer, Zensar Technologies said, “We continue to focus on operational effectiveness across all parameters, YoY EBIDTA growth of 17.2% reflects our focus on the same. We would also like to highlight addition of 3 accounts to our USD 5MN+ customers in this quarter, taking total to 23 such clients.”

Due to the company’s focus on core business operating performances, the core business operating margin is maintained at 14.0% despite wage hike in the quarter gone by. The wage hike in Q2 was negated by improved operational efficiencies. The quarterly revenue performance was impacted by the completion of two client specific programs.

Significant Wins Q2FY20: • Deliver next-gen retail innovation for Aptos, a recognized market leader in retail technology solutions • Cloud and Infrastructure managed services support for a leading vision care company based in the US • Application and development mandate for a large US based hi-tech global company • Testing mandate for a leading financial services group in South Africa • Enterprise applications mandate for Vyaire Medical, US

Challenger in Digital Masters Avasant RadarView™ 2019

Corporate Excellence Snapshot in Q2FY20: • • Niche in Gartner Magic Quadrant for Oracle Cloud Application Services, Worldwide’ 19 • 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 & Advisor Day • • • Major Contender in Digital Interactive Services Peak Matrix by Everest • Mentioned in Gartner Market Guide for Blockchain Implementation Services • Mentioned in the Blockchain Service Providers Toolkit • Niche Player in the Gartner 2019 Magic Quadrant for Data Center Outsourcing and Hybrid

Challenger in the Avasant Blockchain RadarView™ “Innovators” category in Applied AI & Advanced Analytics Services Radarview™

Infrastructure Managed Services, North America Zensar listed in Gartner Critical Capabilities for Data Center Outsourcing and Hybrid Infrastructure Managed Services, North America Zensar’s Smart Autonomics Platforms was featured in a 451 Research report in September 2019

Awards and Recognitions in Q2FY20

• • •

Zensar Recognized for Excellence in Leveraging HR Technology and Excellence in HR Analytics at the annual SHRM HR Excellence Awards 2019 Zensar wins recognition in the category of ‘Best Leadership Development Program’ and ‘Best OD Intervention’ at the L&D World Summit 2019. Zensar wins 2019 Future of Learning & Development “Best Learning Strategy of the Year” Award Zensar awarded Automation Anywhere’s 2019 ‘Growth Partner of the Year for South Africa’ Zensar featured in 2019 Working Mother & Avtar 100 Best Companies for Women in India list Zensar is a finalist in 3 categories at the ISG Paragon Awards™

Note: All numbers are as per the Ind-AS reporting standard

Q2 FY 20 Revenue and profitability snapshot

Q2 FY20

Growth

Particulars

USD Mn

INR Cr

Q-o-Q

USD

INR

CC

USD

Y-o-Y

INR

CC

Revenue

$ 152.3

₹ 1072.3

(0.7%)

0.6%

0.3%

12.8%

13.3%

14.1%

EBITDA

EBIT

PAT

$ 21.3

$ 15.8

$ 11.3

₹ 150.0

(2.3%)

(1.0%)

17.2%

17.7%

₹ 111.5

(3.1%)

(1.8%)

5.7%

6.2%

₹ 79.9

0.2%

1.5%

(16.4%)

(16.1%)

Q2 FY 20 Revenue Growth in Constant Currency

Particulars

Segments

Consolidated

For the Company

Geography

Services

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

Q2 FY20

QoQ

0.3%

(3.3%)

5.1%

23.4%

3.6%

7.0%

0.1%

(15.8%)

(17.0%)

(27.8%)

5.2%

3.5%

Industry

Hitech and Manufacturing

Hitech

Mfg.

Retail and Consumer Services

Financial Services

Insurance

Banking

Emerging

Performance Highlights

0.6%

1.1%

(0.9%)

(7.7%)

15.2%

17.1%

9.4%

(45.5%)

Income Statement (USD Mn)

Income Statement (USD Mn)

Q2 FY 19

FY 19

Q1 FY 20

Q2 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

135.0 2.4% 18.4% 95.3 39.6 29.4% -3.2% 19.8%

8.8 12.9 21.8 16.1%

0.3

18.2

13.5% -2.8% 40.1%

3.2

15.0 11.1% -6.3% 45.3%

1.4 5.0 0.5 19.2 14.2% 8.9% 42.0%

5.4

13.8 10.2%

0.2

13.6 10.1% 8.8% 39.3%

557.2

19.5% 394.6 162.6 29.2%

18.6%

37.7 54.5 92.2 16.5%

2.3

72.7

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%

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

21.8

14.2% 11.2% 16.6%

152.3 -0.7% 12.8% 107.9 44.3 29.1% -1.7% 11.9%

9.8 13.2 23.0 15.1%

-

21.3

14.0% -2.3% 17.2%

5.5

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%

15.8 10.4% -3.1% 5.7%

2.0 2.4 0.1 16.4 10.8% 2.3% -14.5%

4.7

11.7 7.7%

0.4

11.3 7.4% 0.2% -16.4%

Income Statement (INR Mn)

Income Statement (INR Mn)

Q2 FY 19

FY 19

Q1 FY 20

Q2 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

9,465 7.2% 29.2%

38,988

29.7%

6,686

27,626

2,779 29.4% 1.3% 30.7%

619 907 1,526 16.1%

21

11,362 29.1%

28.6%

2,639 3,806 6,445 16.5%

162

1,275

5,079

13.5% 1.8% 52.8%

224

1,050 11.1% -1.9% 58.4%

95 353 38

1,347 14.2% 14.0% 67.9%

379

968 10.2%

16

952 10.1% 13.9% 60.9%

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%

10,661 1.8% 20.8%

10,723 0.6% 13.3%

7,524

3,137 29.4% 3.6% 14.3%

701 923 1,624 15.2%

2

1,515

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%

7,600

3,123 29.1% -0.5% 12.4%

690 933 1,623 15.1%

-

1,500

14.0% -1.0% 17.7%

385

1,115 10.4% -1.8% 6.2%

139 172 9

1,156 10.8% 3.7% -14.1%

329

827 7.7%

28

799 7.4% 1.5% -16.1%

Other Metrics

Q2 FY 19

FY 19

Q1 FY 20

Q2 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% 40.1% 44.8%

15.1% 5.0% 4.6% 5.4%

100% 45.2%

52.1% 39.6% 12.5% 21.6% 23.5% 18.8% 4.7% 2.8% 100%

76.0% 14.6% 9.4% 100%

53.2% 46.8% 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%

85.6% 44.2% 41.3%

14.4% 5.9% 4.4% 4.1%

100% 50.1%

52.7% 39.7% 13.0% 17.2% 27.3% 20.8% 6.4% 2.8% 100%

74.0% 15.3% 10.6% 100%

57.4% 42.6% 100%

Other Metrics

Q2 FY19

FY 19

Q1 FY 20

Q2 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

137.3 4.2% 19.3%

4.5% 7.0% 2.3% 2.6% 6.6% -1.8% 3.1%

7.0%

8.6% 10.1% 4.1% -9.0% 5.2% 1.6% 22.1% 56.0%

2.5% 11.4% 6.4%

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%

153.7 0.3% 14.1%

3.6% 7.0% 0.1% -15.8% -17.0% -27.8% 5.2% 3.5%

0.6% 1.1% -0.9% -7.7% 15.2% 17.1% 9.4% -45.5%

-3.3% 5.1% 23.4%

Other Metrics

Q2 FY 19

FY 19

Q1 FY 20

Q2 FY 20

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 %

94 20 7 2

90 19 9 2

91 20 9 2

93 23 9 2

36.8% 45.4% 56.6%

36.5% 45.6% 56.3%

38.0% 49.2% 61.3%

37.6% 48.0% 62.6%

85.8%

83.3%

84.7%

86.3%

Number of active clients

280

285

308

309

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

66.4% 33.6% 100%

66.5% 33.5% 100%

68.1% 31.9% 100%

66.7% 33.3% 100%

82.6%

83.4%

82.4%

84.1%

2,258 5,723 283 80 794 9,138

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

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

2,537 6,353 205 85 1,039 10,219

Gross employees added during the period

906

3,689

1,279

977

% of women employees

27.4%

28.5%

29.8%

30.6%

Attrition

Attrition

16.9%

16.3%

16.7%

17.0%

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

Q2 FY 19

FY 19

Q1 FY 20

Q2 FY 20

72.5 70.1

84.0 81.6

94.6 91.4

5.1 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

70.9 70.4

77.3 78.3

87.3 86.9

4.7 4.8

74.1% 1.1% 15.0% 9.1% 0.7% 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%

68.8% 1.2% 17.0% 10.3% 2.7% 100.0%

28.1%

28.5%

28.4%

28.5%

65 41 106

0.0

42.7 0.0

69 33 102

0.0

42.6 4.2

68 36 104

0.0

45.5 2.0

57 45 102

0.0

43.0 4.4

0.3

0.3

0.3

0.3

Total

43.0

47.1

47.8

47.8

Investment in Mutual Funds

14.4

13.3

25.1

12.8

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)

Earnings Per Share (INR/share) (Including ROW Business) Basic

Diluted

Shareholding Public Shareholding Promoter Shareholding Total

Q2 FY 19

FY 19

Q1 FY 20

Q2 FY 20

31.2 20.0 51.2

88.7 70.4

12.4 94.7

23.0 20.0 43.0

26.0 20.0 46.0

19.3 21.9 41.2

115.2 72.0

108.9 71.6

126.0 71.8

15.8 94.2

13.3 92.2

19.0 89.6

124.6 5.1

100.8 5.1

195.8 4.8

272.2 4.8

0.9

6.9

5.0

1.5

4.2 4.1

13.9 13.7

3.3 3.2

3.6 3.5

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, Q2 FY20

Quarter Ending Sept 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 $152.3 Mn in Q2FY20 ($596.1 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

• 50.1% Digital Revenue, (25.2% YoY Growth)

www.zensar.com | © Zensar Technologies 2019

3

Zensar Business Update

www.zensar.com | © Zensar Technologies 2019

4

Q2 FY20 : Brief Snapshot

REVENUE $152.3 Million

GM $44.3 Million

PAT $11.3 Million

QoQ -0.7%

YoY 12.8%

QoQ -1.7%

YoY 11.9%

QoQ 0.2%

YoY -16.4%

DIGITAL REVENUE QoQ 2.6% l YoY 25.2% 4Q CQGR 5.8%

TOP 20 CLIENTS 4 Q CQGR 5.7%

95.4 M

50.1%

48.5%

93.9M

45.2%

76.4 M

Q2 FY 19

Q1 FY 20

Q2 FY 20

Q2 FY 19

Q1 FY 20

Q2 FY 20

5 M PER ANNUM CLIENTS (LTM basis)

23

20

20

INSURANCE GROWTH CQGR 5.7%

4 . 7 2

4 . 5 2

QoQ 15.7%

YoY 24.7%

7 . 1 3

HEADCOUNT

30.6% WOMEN

ASSOCIATES

10219

10166

9138

Q2 FY 19

Q1 FY 20

Q2 FY 20

Q2 FY 19

Q1 FY 20

Q2 FY 20

Q2 FY 19

Q1 FY 20

Q2 FY 20

All growth numbers in US $ unless stated

www.zensar.com | © Zensar Technologies 2019

5

Q2 FY20 : Key Achievements

Continued New Win Momentum

Digital Updates

Strengthening of brand ‘Zensar’

Multiple deal wins at our largest client boosting Hitech Growth

Key deal win in a leading vision care company based in the US

Major win in a key healthcare player based in US boosting Application and Digital Services.

Continued growth in digital

revenues – 50.1% (growth of

2.6% QoQ led by Digital Services

(DAS)

59 unique patents filed till now.

Cumulative patents granted till

date is at 11 (+1 QoQ)

Zensar recognised as a Major Contender in Digital Interactive Services Matrix™ PEAK Assessment

for Data

Recognized in Gartner Magic Centre Quadrant Hybrid Outsourcing Infrastructure Managed Services

and

Was in “Innovators” category in Advanced Applied Analytics Services Radarview™

AI

&

$152.3M Revenue in Q2 FY20 (YoY 12.8% growth in $ terms)

Steady Revenue & Headcount Growth

Headcount- 10,219 (YoY net and gross addition of 1081 and 4315 respectively)

www.zensar.com | © Zensar Technologies 2019

23 accounts of $5m+ Annual Revenue (QoQ increase of 3)

6

Trending in Key Financial Updates (US $)

REVENUE MOVEMENT

AFRICA REGION GROWTH

16.2

13.4

FINANCIAL SERVICES SECTOR GROWTH

153.3

152.3

148.7

12.6

12.0

12.0

141.8

135.0

3.1% CQGR

6.4% CQGR

31.7

7.0% CQGR

41.5

36.7

34.6

34.2

Q2 FY 19 Q3 FY 19 Q4 FY 19 Q1 FY 20 Q2 FY 20

Q2 FY 19 Q3 FY 19 Q4 FY 19 Q1 FY 20 Q2 FY 20

Q2 FY 19 Q3 FY 19 Q4 FY 19 Q1 FY 20 Q2 FY 20

EUROPE REGION GROWTH

23.0

23.3

22.4

20.6

19.7

DIGITAL & APPLICATION SERVICE GROWTHS

130.3

127.0

126.2

117.3

114.6

HI TECH SECTOR GROWTH

60.5

59.9

58.3

54.5

53.4

4.3% CQGR

3.3% CQGR

3.1% CQGR

Q2 FY 19 Q3 FY 19 Q4 FY 19 Q1 FY 20 Q2 FY 20

Q2 FY 19 Q3 FY 19 Q4 FY 19 Q1 FY 20 Q2 FY 20

Q2 FY 19 Q3 FY 19 Q4 FY 19 Q1 FY 20 Q2 FY 20

All growth numbers in US $ unless stated

www.zensar.com | © Zensar Technologies 2019

7

Q2 FY20 Financials

Q2 FY20

Growth

Particulars

Q-o-Q

Y-o-Y

USD Mn

INR Cr

USD

INR

CC

USD

INR

CC

Revenue

$ 152.3

₹ 1072.3

(0.7%)

0.6%

0.3%

12.8%

13.3%

14.1%

EBITDA

$ 21.3

₹ 150.0

(2.3%)

(1.0%)

17.2%

17.7%

EBIT

PAT

$ 15.8

₹ 111.5

(3.1%)

(1.8%)

5.7%

6.2%

$ 11.3

₹ 79.9

0.2%

1.5%

(16.4%)

(16.1%)

INR/Share

EPS (Diluted)

3.5

Q-o-Q

8.5%

Y-o-Y

(13.6%)

www.zensar.com | © Zensar Technologies 2019

8

@ Scale winning momentum

$120 Mn+

TCV wins in Q2 FY 20

Key deal win in a major luxury retail company in UK

Application Support for an investment services firm

Multi million dollar deal in a leading vision care company based in the US

Oracle Application for leading US-based medical device company

Application & development for Hi-tech global company

Testing mandate for a leading financial services group in South Africa

www.zensar.com | © Zensar Technologies 2019

9

Q2 FY20: Key Business Highlights

❑ Pipeline quality and Large Deals

– – –

Healthy pipeline of more than 1Bn bolstered by a few multi million dollar deals 25% of the deals being fought are in the later stages of engagement Large Deals ratio - 52% deals being fought with a TCV over $5m across Zensar

❑ Core Business

– –

– –

Digital & Application Services grew 13.7% YoY largely due to growth of 24.4% in Digital Services in US $ terms Cloud and infrastructure Services business declined by 16.5% QoQ but showed a growth of 8.1% on YoY basis. Next Gen Cloud grew at 31.9% YoY (all in US $ terms) South Africa region grew sequentially at 20.9% and on YoY basis at 28.3% in US$ terms backed by key deal wins in the region in the insurance space Financial services grew 13.3% QoQ led by Insurance which showed 15.7% growth sequentially and 24.7% YoY Hitech vertical witnessed a moderate growth of 1% QoQ and 13.2% YoY

❑ Other Highlights

– – –

Revenue from top 20 clients increased by 24.8% YoY in US $ terms. Digital business crossed 50% mark, growing 25.2% YoY and 2.6% QoQ Number of 5Mn+ clients increased from 20 to 23 in the last one quarter

www.zensar.com | © Zensar Technologies 2019

10

Q2 FY20 : Overall Digital Growth 2.6% QoQ, 25.2% YoY

Lines of Services USD Mn

App and Digital Services

2.6% QoQ

13.7% YoY

$130.3

$152.3

-0.7% QoQ

12.8% YoY

Overall Digital

is now 50.1% of

the Total

Business

Cloud & Infra Services

$22.0

-16.5% QoQ

8.1% YoY

Led by 24.4% YoY growth in Digital

Services, ADS Services grew 13.7%

YoY.

Digital Services

Core App Services

Cloud, Digital led next gen CIS

Core Infra Services

Third Party Maintenance

6.0% QoQ

24.4% YoY

$67.3

-0.8% QoQ

4.1% YoY

$62.9

$9.0

-17.7% QoQ

-29.0% QoQ

31.9% YoY

$6.7

7.7% YoY

$6.3

5.2% QoQ

-13.6% YoY

Cloud, Digital

led Next

Gen CIS witnessed a

QoQ decline for

the

first

time

after

5

quarters of continuous

growth. On a YoY basis,

the growth was

at

31.9%.

Digital Services 50.1% of Total Q2FY20

www.zensar.com | © Zensar Technologies 2019

11

Q2 FY20 : Region & Vertical Split

Region Split

10.6%

15.3%

74.0%

US

Europe

Africa

Percentage of Revenue In USD

Percentage of Revenue In USD

Vertical Split

1 0 0 . 0 % Revenue

1 7 . 2 % Retail & Consumer Services

5 2 . 7 % Hi-Tech & Manufacturing

2 7 . 3 % Fin. Services

2 . 8 % Emerging

3 9 . 7 % Hi-Tech

1 3 . 0 % Mfg

2 0 . 8 % Insurance

6 . 4 % Banking

Geography

QoQ (cc)

YoY (cc)

Vertical

US

Europe

Africa

-3.3%

5.1%

23.4%

9.9%

24.9%

33.9%

Retail & Consumer Services

Hi-Tech & Manufacturing

Fin. Services

Emerging

QoQ

-8.6%

0.2%

13.3%

-45.7%

QoQ (cc)

YoY

YoY (cc)

-7.7%

0.6%

15.2%

-45.5%

-10.1%

14.2%

31.0%

11.7%

-8.8%

14.9%

34.5%

12.2%

www.zensar.com | © Zensar Technologies 2019

12

Q2 FY20 : Top Clients Revenue

Million Dollar+ Clients

Q2 FY19

Q1 FY20

Q2 FY20

20 Mn Dollar+

10 Mn Dollar+

5 Mn Dollar+

1 Mn Dollar+

2

7

20

94

2

9

20

91

2

9

23

93

Revenue Mix

QoQ & YoY Growth

Q2 FY19

Q1 FY20

Q2 FY20

QoQ

YoY

Top 5 Clients

36.8%

38.0%

37.6%

-1.8%

15.4%

Top 10 Clients

45.4%

49.2%

48.0%

-3.2%

19.1%

Top 20 Clients

56.6%

61.3%

62.6%

1.5%

24.8%

www.zensar.com | © Zensar Technologies 2019

13

Q2 FY20 : Headcount Details

HEAD COUNT YoY: +1081

9456

359

668

1515

6914

9138

372 590

1470

6706

10,219

461

632

1587

7539

10,166

457

656

1641

7412

9748

385

659

1585

7199

+1081 Net Headcount added in

the last year

30.6% Highest Ever Women % in

our workforce Zensarians

SA

UK

US

IND

Q2 FY19

Q3 FY19

Q4 FY19

Q1 FY20

Q2 FY20

www.zensar.com | © Zensar Technologies 2019

14

17% Employee Attrition

Up by 30 BPS

Analyst Coverage & Mentions

Challenger in Digital Masters Avasant RadarView™ 2019

Challenger in the Avasant Blockchain RadarView™

recognised

Zensar Contender Services PEAK Matrix™ Assessment

as Major Interactive

in Digital

Awards

2019 Future of Learning & Development “Best Learning Strategy of the Year” Award

2019 Working Mother & Avtar 100 Best Companies for Women

Zensar is a finalist in 3 categories at the ISG Paragon Awards™

Zensar mentioned as Niche in Gartner Magic Quadrant for Oracle Cloud Application Services, Worldwide’ 19

Gartner Critical Capabilities for Oracle Cloud Applications Services, Worldwide 2019

Mentioned in Gartner Market Guide for Blockchain Implementation Services

www.zensar.com | © Zensar Technologies 2019

15

Zensar is now Living AI

Zensar now enables Business Transformation through Artificial Intelligence

In FY 17, we announced our Return on Digital journey by Living Digital. Now, by FY 20, we commit to make 100% of all Zensar’s Digital platforms AI Enabled. We call this “Living AI”

Recognitions for our work in AI

Economic Times

Zensar recognized as an Innovator in

Avasant’s Applied Intelligence &

Advanced Analytics Report for its AI

powered solutions

www.zensar.com | © Zensar Technologies 2019

16

Stock Price and Shareholding Pattern

Share Price in Rs.

Total Volume

350

300

250

200

150

100

50

- Oct-18

Nov-18

Dec-18

Jan-19

Feb-19

Mar-19

Apr-19

May-19

Jun-19

Jul-19

Aug-19

Sep-19

Oct-19

14,00,000

12,00,000

10,00,000

8,00,000

6,00,000

4,00,000

2,00,000

-

Equity Share Information:

▪ Share Price (11th Oct 2019): INR 200.25/ share

▪ Market Cap (11th Oct 2019): INR 4,511 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 September 2019):

11.2%

17.1%

22.9%

48.9%

www.zensar.com | © Zensar Technologies 2019

17

Promoter

Apax Partners

FPIs

DIIs/ Others

Analyst Presentation for the quarter ending September 30, 2019

RPG Group Overview

www.zensar.com | © Zensar Technologies 2019

18

Analyst Coverage & Mentions

FY15-19 CAGR: 5.6%

Gross Total Income (Rs Cr.)

FY15-19 CAGR:

EBITDA 9.8%

PAT 10.4%

EBITDA

PAT

19,183

19,271

20,052

21,766

23,833

2,014

2,045

1,668

2,218

2,423

FY15

FY16

FY17

FY18

FY19

FY15

FY16

FY17

FY18

FY19

739

879

980

1,031

1,099

9,000.00 8,000.00 7,000.00 6,000.00 5,000.00 4,000.00 3,000.00 2,000.00 1,000.00 -

4,611

16.0%

10.6%

Net Worth

ROE

ROCE

7,723

6,925

6,066

16.2%

14.9%

14.2%

5,260

16.7%

11.6%

12.3%

12.0%

11.0%

FY15

FY16

FY17

FY18

FY19

Note: 1) 2) 3) Market Cap updated till 11th Oct 2019

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

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

-

Oct-18

Nov-18 Dec-18

Jan-19

Feb-19 Mar-19

Apr-19 May-19

Jun-19

Jul-19

Aug-19

Sep-19

www.zensar.com | © Zensar Technologies 2019

Group

CEAT

KEC

ZENSAR

7,159

4,511

3,768

19

Market Cap

16,451

Thank You Thanks

www.zensar.com | © Zensar Technologies 2019

Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621

Registered Office : Zensar Technologies ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi,

_,, ZenSar

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

This is to inform you that the Board of Directors of Zensar Technologies Limited (''the Company") at its meeting held on October 21, 2019 has taken note of business re-organisation inter-alia in USA within Zensar Group. The same has been approved by the Board of Directors of respective subsidiary(ies) as per the details below:

1. Transfer of identified business by Zensar Technologies IM, Inc. together with PSI Holding Group

Inc. to Zensar Technologies, Inc., by way of slump sale on going concern basis

2. Distribution of the stock of Aquila Technology Corp by PSI Holding Group Inc. to Zensar

Technologies, Inc.

Zensar Technologies Inc. is a wholly owned subsidiary of the Company. PSI Holding Group Inc. is a wholly owned subsidiary of Zensar Technologies Inc.

Zensar Technologies IM, Inc and Aquila Technology Corp are wholly owned subsidiary(ies) of PSI Holding Group Inc.

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

We request you to kindly take the above information on record and acknowledge receipt of the same.

Thanking you, Yours faithfully,

For z

Limited

-

Navneet Khandelwal Chief Financial Officer

Encl.: As above

All dates and time mentioned herein are as per 1ST.

www.zensar.com

_,,,,,, ZenSar

Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621

Registered Office : Zensar Technologies Ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi,

Transfer of identified business by Zensar Technologies IM, Inc together with PSI Holding Group Inc. to Zensar Technologies Inc. by way of Slump Sale

Disclosure Requirement

SI. No.

a.

and Particulars

the amount percentage of the turnover or revenue or income and Revenue contributed net worth contributed by such unit or division of the listed entity during the last financial year;

Percentage contributed

of

Net worth of business Percentage of net worth

Details

FY 2018-19

USD 23 million aoorox. revenue 4.02% of consolidated revenues of Zensar Technologies Limited aoorox. transferred USD 2 million approx.

0.77% of consolidated net worth of Zensar Technologies Limited aoorox.

into;

b. date on which the agreement for sale has been entered Proposed to be entered into on or before November 30, 2019 or such other date as may be mutually agreed between the parties. On or before March 31, 2020 or such other date as may be mutually aqreed. USD 21.94 million approx. subject to working capital adjustments.

d. consideration received from such sale/disposal;

the expected date of completion of sale/disposal;

c.

e. brief details of buyers and whether any of the buyers Zensar Technologies Inc (Buyer) the promoter/ promoter group/group is a wholly owned subsidiary of

to

belong companies. If ves details thereof;

the Companv ..

f. whether the transaction would fall within related party Yes. The transaction is at arm's

transactions? If yes, whether the same is done at "arm's lenqth"·

length.

g. additionally, in c�se of a slump sale, indicative disclosures Refer below table.

provided for amalgamation/merger, shall be disclosed by the listed entitv with respect to such slump sale.

Additional details on slump sale (if slump sale mode is used)

Disclosure Requirement

Details

SI. No.

a.

Details of the acquiring entity

Zensar Technologies Inc (Acquiring entity) wholly owned incorporated in USA.

subsidiary of

is a the Company

b.

whether the transaction would fall Yes. The transaction is at arm's length within related party transactions? If yes, whether the same is done at "arms lenqth";

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Off Nagar Road, Pune 411014, India Tel +91(20) 66074000, 27004000 Fax +91 (20) 66057888 CIN: L72200PN1963PLC012621

Registered Office: Zensar Technologies Ltd., Zensar Knowledge Park, Plot No. 4, MIDC Kharadi,

_,.,,. ZenSar

Distribution of the Stock of Aquila Technology Corp by PSI Holding Group Inc to Zensar Technolo 1ies, Inc. Details

Disclosure Requirement

SI. No. a.

its

of of

amount

FY 2018-19

and Particulars the

worth transferred business

the percentage of turnover or revenue Revenue contributed A service agreement between Aquila or income and net Percentage of Technology Corp (Aquila) and a customer of worth contributed by revenue contributed Aquila, requires independence, separation such unit or division Net of of the listed entity interdependence of Aquila on its related during the last Percentage of net affiliates/parent. Accordingly, this led to loss financial year; of control over Aquila for the Zensar Group, as the Zensar Group has no ability to direct the relevant activities of and exercise control over Aquila. Therefore, Aquila is not considered as a subsidiary of PSI Holding Group Inc within the definition prescribed Ind AS 110 and hence not under consolidated by the Zensar Group in the consolidated financial statements of the Company as on March 31, 2019.

worth transferred

operations

lack

and

b.

C.

d.

e.

f.

g.

Hence, not applicable.

date on which the agreement for sale has Proposed to be entered into on or before been entered into; November 30, 2019 or such other date as may be mutually agreed

to

from

received

date as may be mutually agreed

such USD 3.15 million approx.

the promoter/ subsidiary of the Company.

the expected date of completion of On or before March 31, 2020 or such other safe/disoosal· consideration safe/disoosal · brief details of buyers and whether any of Zensar Technologies Inc. is a wholly owned the buyers belong promoter group/group companies. If yes, details thereof; whether the transaction would fall within Yes. The transaction is at arm's length related party transactions? If yes, whether the same is done at "arm's length"· additionally, indicative for amalgamation/merger, shall be disclosed by the listed entity with respect to such slump sale.

in case of a slump sale, Not Applicable disclosures

provided

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