Zensar Technologies granted 6,28,502 options to eligible employees under its Zensar - Employees Stock Option Scheme 2025 (ESOP 2025) at an exercise price of ₹2 per option. The Nomination Remuneration Committee approved the grant during a meeting held on July 20, 2026. The options are convertible into 6,28,502 equity shares, each with a face value of ₹2, aligning employee interests with the company's performance.

The exercise price is fixed at the face value of the shares at the time of the grant. This pricing structure aims to align the interests of employees across levels with the performance of the company and its unlisted subsidiary companies, ensuring upside potential backed by individual and company performance.

The scheme is administered by the Nomination and Remuneration Committee, which acts as a Compensation Committee. Implementation occurs through a trust route, with the Zensar Employees Welfare Trust acquiring existing shares via secondary acquisition from the market.

After vesting, options may be exercised wholly or partially within a maximum period of five years from the date of respective vesting. The scheme complies with the SEBI (SBEB & SE) Regulations, 2021.

Key Details of ESOP 2025 Grant

Zensar Technologies Limited will convene its 63rd Annual General Meeting on July 30, 2026, at 3:30 PM IST through video conferencing to approve the financial results for the year ended March 31, 2026, and declare a final dividend. The company has recommended a final dividend of ₹12.60 per equity share of ₹2 each, in addition to the interim dividend of ₹2.40 per share already paid during the financial year. The record date for determining eligibility for the final dividend has been fixed as July 17, 2026, with payment scheduled within 30 days from the date of declaration. The Board has recommended a total dividend of ₹15 per equity share for the fiscal year.

In compliance with Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has initiated the dispatch of letters to shareholders whose email addresses are not registered, providing the weblink to access the Integrated Annual Report for FY 2025-26. Shareholders can access the report through the investor corner on the company's website or via the NSDL and stock exchange portals.

Special Business and Related Party Transactions

Shareholders will vote on a special resolution to approve material related party transactions with Zensar (South Africa) Pty Ltd, a step-down subsidiary, for an aggregate value not exceeding ₹7,500 million for the financial year 2026-27. These transactions, covering services, overheads, and reimbursements, are intended to be conducted in the ordinary course of business on an arm's length basis. The Audit Committee has reviewed and approved the proposal.

The table below details the proposed transactions for FY 2026-27:

Financial Performance and Governance

During FY 2025-26, the company reported a consolidated revenue of ₹56,874 million, an EBITDA of ₹9,162 million, and a Profit After Tax of ₹7,746 million. The order book reached an all-time high of USD 912.7 million.

Remote e-voting for the AGM will commence on July 27, 2026, at 9:00 AM IST and conclude on July 29, 2026, at 5:00 PM IST. Members registered as of the cut-off date, July 23, 2026, are eligible to vote. The facility for appointing proxies will not be available as the meeting is held via video conferencing. The Board has appointed M/s. J. B. Bhave and Co., Practising Company Secretary, as the Scrutinizer for the e-voting process.