Amalgamation/Merger

October 28, 2026 BSE Limited National Stock Exchange of India Limited Corporate Service Department, Exchange Plaza, Bandra Kurla Complex, 1st Floor, P. J. Towers, Bandra (E), Dalal Street, Mumbai 400 051 Mumbai 400 001 Scrip Code: 504067 Symbol: ZENSARTECH Sub.: Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sir, Pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations, please note that the Board of Directors of the Company (“the Board”) at its meeting held today i.e. October 28, 2026 have considered and approved the Scheme of Amalgamation of M3BI India Private Limited (“Amalgamating Company”) (a wholly owned subsidiary of the Company) with Zensar Technologies Limited (“Amalgamated Company”/”the Company”) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read withs rules made thereunder (“the Scheme”). The Scheme inter alia provides for the amalgamation of the Amalgamating Company with the Company and dissolution of the Amalgamating Company without winding up. The Scheme is inter alia subject to the sanction of National Company Law Tribunal (“NCLT”) and receipt of necessary approvals from such other regulatory/statutory authorities, as may be required. As mentioned above, since the Amalgamating Company is a wholly owned subsidiary of the Company, as per Regulation 37(6) of SEBI Listing Regulations, the Company is neither required to comply with the requirements laid under the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023 nor required to obtain observation letter/no objection letter from the stock exchanges before filing the Scheme with the NCLT The details as required under Regulation 30 of the SEBI Listing Regulations read with the SEBI Master Circular dated January 30, 2026, as amended from time to time, in respect to merger of entities are enclosed herewith and marked as Annexure-I. The Board meeting commenced at 06:30 PM (IST) and concluded at 10:02 PM (IST) This is for your information and records. Thanking you, Yours sincerely, For Zensar Technologies Limited Anand Daga Company Secretary Encl.: As above CIN: L72200PN1963PLC012621 www.zensar.com Zensar Technologies Limited, Zensar +(20) 6607 4000, 2700 4000 investor@zensar.com Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014 Annexure – I Details pursuant to Regulation 30 of the SEBI Listing Regulations read with the SEBI Master Circular dated January 30, 2026 S. Particulars Disclosure 1. Name of the entity(ies) forming This Scheme of Amalgamation between M3bi India Private part of the merger, details in Limited (hereinafter referred to as ‘M3BI’ or ‘Transferor brief such as size, turnover, etc. Company’ or ‘Amalgamating Company’) and Zensar Technologies Limited (hereinafter referred to as ‘ZTL’ or ‘Transferee Company’ or ‘Amalgamated Company’) and their respective Shareholders (hereinafter referred to as ‘the Scheme’) is presented inter-alia, under Sections 230 to 232 of the Companies Act, 2013 (‘the Act’). The Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company. Hence no shares are being issued upon scheme becoming effective. Below are brief details (on standalone basis) as on September 30, 2026: (In INR Million) Entity Name N et worth Turnover* Zensar Technologies 35,315 15,729 Limited M3bi India Private 1,130 1,235 Limited *For six months ended September 30, 2026 2. Whether the transaction would The Amalgamating Company is a wholly owned subsidiary fall within related party of the Amalgamated Company and as such both the transactions? If yes, whether the Companies involved in the transaction are related parties same is done at “arm’s length” to each other. However, in terms of General Circular No. 30/2014 dated July 17, 2014, issued by Ministry of Corporate Affairs (“MCA Circular”), the transactions arising out of compromises, arrangements and amalgamations under the Companies Act, 2013 (“Act”), will not attract the provisions of Section 188 of the Act. Further, pursuant to Regulation 23(5)(b) of the SEBI Listing Regulations, related party transaction provisions are not applicable to the said Scheme, as the same is between the holding company and its wholly owned subsidiary. CIN: L72200PN1963PLC012621 www.zensar.com Zensar Technologies Limited, Zensar + (20) 6607 4000, 2700 4000 investor@zensar.com Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014 S. Particulars Disclosure Further, in terms of Regulation 23(5)(b) of the SEBI Listing Regulations, any transaction entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval, is exempted from the provisions of Regulation 23(2), (3) & (4) of SEBI Listing Regulations. Further, upon amalgamation of the Amalgamating Company with the Amalgamated Company the shares held by the Amalgamated Company in the Amalgamating Company will stand cancelled and no consideration shall be issued by the Amalgamated Company. 3. Area of business of the entity(ies) Entity Area of Business Zensar Technologies The entities are engaged in Limited providing digital solutions M3bi India Private and technology services. Limited 4. Rationale for amalgamation/ To achieve greater business synergies and higher merger operational efficiencies. It will also lead to effective management, unified control of operations and efficient utilization of resources and customer relationships. 5. In case of cash consideration - The Amalgamating Company is a wholly owned subsidiary amount or otherwise share of the Amalgamated Company. Upon the scheme exchange ratio becoming effective, the shares held by the Amalgamated Company in the Amalgamating Company will stand cancelled and there shall be no consideration for the amalgamation of the Amalgamating Company with the Amalgamated Company. 6. Brief details of change in Post the Scheme becoming effective, the Amalgamating shareholding pattern (if any) of Company shall be dissolved without being wound up. the listed entity Accordingly, the change in shareholding pattern of the Amalgamating Company shall not be applicable. There will not be any change in the equity shareholding pattern of the Amalgamated Company, pursuant to the Scheme as the Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company. CIN: L72200PN1963PLC012621 www.zensar.com Zensar Technologies Limited, Zensar + (20) 6607 4000, 2700 4000 investor@zensar.com Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014