Zensar Technologies Ltd

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

The particulars of loans, guarantees and investments, pursuant to Section 186 of the Companies Act, 2013 ("the Act"), are provided in the notes to Financial Statements as per details given hereunder:

Related Party Transactions

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm's length basis. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transaction(s), the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transaction(s), the Company obtains prior approval of the Members of the Company. A statement giving details of all Related Party Transactions is placed before the Audit Committee on a quarterly basis for its review. Disclosure of related party transactions as required under Indian Accounting Standards-24 have been made in the Note No. 27 to the Standalone Financial Statements.

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There were no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company, at large.

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

Business Update

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

Internal financial controls and their adequacy

The details in respect of internal financial controls and their adequacy are provided in the Management Discussion and Analysis, which forms part of this report.

Transfer to Reserves

The Board does not propose to transfer any amount to general reserves and has decided to retain the entire profit for Financial Year 2025-26 in the profit and loss account.

Deposits

The Company has not accepted any deposits from the public during the year under review as described under the Chapter V of the Companies Act, 2013 and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Change in the Nature of the Business

There has been no change in the nature of business of the Company during the period under review.

Material Changes and Commitments affecting financial position between the end of the Financial Year and date of the report

There have been no material changes and commitments which affect the financial position of the Company that have occurred after the end of the Financial Year ended on March 31, 2026, and the date of this report.

Significant and Material Orders passed by the Regultors or Courts or Tribunals impacting the going concern status

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

Annual Return

Subsidiary Companies

The Company along with subsidiaries provides digital solutions and technology services globally. As of March 31,2026, the Company has 15 Subsidiaries as per details to be set out in the Annual Return.

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

2. CORPORATE GOVERNANCE

Formal Annual Evaluation of the Board and its Committees

The details pertaining to annual evaluation of the Board and its Committees are provided under the Corporate Governance Report, which forms part of this Report.

Familiarization Programme for Directors

The Company has put in place a familiarization programme for its Directors including the Independent Directors in compliance with Regulation 25(7) of the SEBI Listing Regulations.

Directors' Responsibility Statement

The Directors, on the basis of information and documents made available to them, confirm that in terms of Section-134(3)(c) of the Act:

a) In preparation of the annual accounts for the Financial Year ended March 31,2026, the applicable accounting standards had been followed and there was no material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as at March 31, 2026, and of the profit of the Company for that period;

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

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

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

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

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

The Members of the Company at the 62nd Annual General Meeting held on July 24, 2025, had approved the re-appointment of Anant Vardhan Goenka (DIN:02089850) as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation.

Harsh Mariwala (DIN:00210342) superannuated as Non-Executive, Independent Director of the Company, from the close of business hours on April 17, 2026. The Board places on record its sincere appreciation for the contribution made by Harsh Mariwala during his tenure.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of the Act read with Articles of Association of the Company, recommends re-appointment of H. V. Goenka (DIN: 00026726), Non-Executive, Non-Independent

Director at the ensuing Annual General Meeting of the Company, who retires by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel (KMP)

In terms of Section 2(51) and Section 203 of the Act, Manish Tandon, Chief Executive Officer & Managing Director; Pulkit Bhandari, Chief Financial Officer and Anand Daga, Company Secretary and Compliance Officer are the Key Managerial Personnel ("KMPs") of the Company as on March 31, 2026.

Board Meetings and Committees

The Board meets at regular intervals to discuss and decide on the Company's business policy and strategy apart from other business matters. The Board met 5 (Five) times during the year, details of which are provided in the Corporate Governance Report that forms part of this Integrated Annual Report. The intervening gap between two meetings was within the period prescribed under the Act and the SEBI Listing Regulations. Details of all the Committees of the Board have been given in the Corporate Governance Report. The Board has accepted the recommendations of the Audit Committee, during the period under review.

Statement on Declaration of Independent Directors

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

• They have complied with all the requirements of being an Independent Director of the Company, as on date. The certificate(s) were taken on record by the Board, at its meeting held on April 24, 2026, after due assessment of veracity of the same.

• They possess the requisite expertise and experience and are persons of high integrity and repute.

• They have registered themselves with the Independent Directors' Database maintained by IICA.

Risk Management

The Risk Management Committee was duly constituted by the Board in compliance with the provisions of the SEBI Listing Regulations, details of the Committee along with terms of reference are provided in the Corporate Governance Report which forms part of this Integrated Annual Report.

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification, evaluation and mitigation. The Company identifies all strategic, operational, and financial risks by assessing

and analysing the latest trends internally and externally and using it for risk management activities.

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

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of Secretarial Standards (as applicable) issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

3. HUMAN RESOURCE MANAGEMENT

Policy relating to Prevention of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

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

Statement confirming compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

Employees Stock Option Plan

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with the Company objectives, and promoting their increased participation in the growth of the Company.

The Nomination and Remuneration Committee, at its meeting held on September 12, 2025, granted the following options under ESOP 2025:

The Grants were made based on the evaluation of factors such as the strategic importance of the role and the individual's performance for Vice President and above role holders.

Multiple financial (Revenue, Gross Margin, PAT, etc.) and operational parameters (AI influenced order book, Farming, Net New Deals, etc.) are part of evaluation matrix wherein both individual and company performance, as laid down in the vesting conditions, will determine the extent of vesting.

The vesting of the aforesaid RSUs and PSUs are subject to continued employment with the Company/subsidiary companies. The aforesaid RSUs shall vest in a staggered manner over a period of 4 (Four) years from the date of Grant, prorated for proportionate year(s) of service, subject to the fulfilment of vesting conditions. PSUs shall vest in full in September 2026, subject to the fulfilment of vesting conditions.

Particular of Employees

Disclosures of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided at "Annexure A" to this report.

The details of remuneration paid to the Directors including the CEO & Managing Director of the Company are provided in the Corporate Governance Report.

The information required under Section 197(12) of the Act read with Rule 5(2) Section 197 (12) of the Act read with of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Integrated Annual Report. However, pursuant to the first proviso to Section 136(1) of the Act, this report is being sent to the Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information may write to the Company Secretary at the Registered Office of the Company and the said information is open for inspection at the Registered Office of the Company.

4. REPORTS AND POLICIES

Integrated Annual Report

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

Corporate Governance

The Company is committed to highest corporate governance practices. Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate section on the Corporate Governance Report, forms a part of the Integrated Annual Report as "Annexure - B". A certificate from Practicing Company Secretary confirming compliance with corporate governance norms is annexed to the Corporate Governance Report.

Management Discussion and Analysis

A detailed Management Discussion and Analysis Report is annexed to this report as "Annexure - C".

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report prepared in compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front is annexed as "Annexure - D" and forms a part of this Integrated Annual Report.

Policy on Directors' appointment and remuneration

Pursuant to Section 178 of the Act and Regulation of the SEBI Listing Regulations, as amended applicable from time to time, the Company has adopted the Nomination and Remuneration Policy for laying criteria for nomination the appointment of the Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company and for payment of remuneration to them and other related matters.

The salient features of the Nomination and Remuneration Policy:

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

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

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

4. Board Diversity

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report their genuine concerns, in compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Governance and Ethics.

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

Further, during Financial Year 2025-26, no personnel have been denied access to the Audit Committee.

5. AUDITORS AND AUDIT REPORTS

Statutory Auditors

The Company has appointed M/s. S R B C & CO LLP (ICAI Firm Registration No. FRN 324982E/E300003), as the Statutory Auditors of the Company for a period of 5 (five)

consecutive years term commencing from Financial Year 2022-23 until the conclusion of 64th Annual General Meeting to be held for the Financial Year 2026-27.

The Board of Directors of the Company at its Board Meeting held on April 24, 2026, appointed M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (FRN/Membership No.: 012754N/N500016), as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years, commencing from the conclusion of 64th Annual General Meeting to be held in the Financial Year 202728 and until the conclusion of 69th Annual General Meeting to be held Financial Year 2031-32, subject to approval of Members.

Secretarial Auditors

The members of the Company based on the recommendations of the Audit Committee and the Board of Directors of the Company (the "Board"), appointed M/s. J. B. Bhave and Co., Practicing Company Secretary, Proprietor CS Jayavant B. Bhave (CP No. 3068), as the Secretarial Auditors of the Company, to hold office for a term of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30, at such remuneration, plus applicable taxes and reimbursement of out-of-pocket expenses as may be mutually agreed between the Board and the Secretarial Auditors from time to time.

Internal Auditors

The Board had appointed KPMG Assurance and Consulting Services LLP as Internal Auditors for Financial Year 2025-26 under Section 138 of the Act. Their appointment continues for Financial Year 2026-27.

Cost Records

The Company is not required to maintain cost records, as specified by the Central Government under Section 148(12) of the Act.

Statutory Auditor's report and Secretarial Audit report

The Statutory Auditor's report and the Secretarial Audit report do not contain any qualifications, reservations, adverse remarks or disclaimer. Secretarial Audit report, i.e., Form No. MR-3 is annexed to this Report as "Annexure - E".

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee committed by its officers or employees as specified under Section 143(12) of the Act.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Further, the CSR activities of the Company were undertaken through RPG Foundation. Detailed information about composition of the Committee, details of meetings held, attendance etc. along with the details of the Corporate Social Responsibility Policy developed and implemented by the Company and CSR initiatives taken during the year pursuant to Section 135 of the Act, is given in "Annexure - F" of this report, which forms part of this Integrated Annual Report.

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

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

Particulars prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 in respect of Technology Absorption, Foreign Exchange earnings and outgo as on March 31, 2026, and R&D expenditure during the Financial Year are set below:

Part A

Conservation of Energy & Technology Absorption

At Zensar, energy management remain key priorities. We proactively monitor, control, and optimize energy consumption to reduce costs and environmental impact. This is supported by energy conservation practices, optimization of infrastructure footprints, greater use of renewable energy, and systematic monitoring of utility performance.

Zensar follows ISO 50001:2018 and has established an Energy Management System (EnMS) to drive continual improvement in energy performance. Our facilities are designed and operated with an emphasis on energy-efficient infrastructure, and critical systems/ equipment are periodically upgraded, transitioned, or retrofitted to conserve energy and meet evolving operational needs.

Key energy conservation initiatives during FY 202526 included:

• Efficiency upgrades and retrofits: UPS consolidation/ replacement to reduce losses and improve efficiency; chiller/HVAC upgrades; energy-efficient AHU fan retrofits; IE3 pump replacements; and AC replacements/retrofits.

• Efficient lighting & controls: LED upgrades along with motion/occupancy sensors and smart controls to reduce avoidable consumption.

• Refrigerant transition: Phase-out of R22 and adoption of lower global warming potential alternatives (such as R32) where applicable.

• Digital / Al-led optimization: Al-based HVAC energy optimization using loT sensors and machine learning, supported by monitoring and controls to improve operating efficiency.

• Energy audits: Periodic/annual energy audits

and action plans to identify opportunities and implement improvement measures.

Data Center Efficiency (KPI):

Zensar continues to improve data center energy performance through virtualization and consolidation, workload right-sizing, and cooling efficiency improvements. During the year, initiatives included replacing legacy systems with energy-efficient servers, optimizing UPS capacity based on load, and sealing cooling air leaks to reduce cooling losses and cooling demand.

• Power Usage Effectiveness (PUE): 1.5

Capital Investment: During Financial Year 2025-26, the total capital investment specifically on energy conservation equipment was INR 30.68 Mn, supporting efficiency upgrades, retrofits, and modernization actions across facilities and infrastructure.

Water Management:

Zensar adopts a structured approach to water management covering water sourcing, distribution, treatment, reuse, and recharge. We monitor water received, consumed, and recycled, and implement water reduction initiatives through measurement and control devices across key touchpoints. Treated wastewater is reused for non-potable purposes such as flushing and landscaping wherever applicable.

Key initiatives include water-efficient fixtures (such as dual flush valves and aerators), building-wise water metering to monitor consumption trends and identify abnormalities, and regular leak detection and preventive maintenance to avoid water wastage.

Part B

Technology Absorption

Digital / AI-led optimization: Al-based HVAC energy optimization using loT sensors and machine learning, supported by monitoring and controls to improve operating efficiency.

Part C

Foreign Exchange Earnings and Outgo for Financial Year 2025-26

8. OTHER DISCLOSURES

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

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

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

9. CAUTIONARY STATEMENT

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

10. ACKNOWLEDGEMENTS AND APPRECIATIONS

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

The Board also places on record its gratitude and appreciation of the commitment and hard work put in by the Management and the employees of the Company, its subsidiaries and associates.