MIRA INFORM REPORT

Report Date :

26.06.2013

IDENTIFICATION DETAILS

Name :	ZENSAR TECHNOLOGIES LIMITED
Registered Office :	Zensar Knowledge Park, Kharadi, Plot No. 4, MIDC Off Nagar Road, Pune-411014, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	29.03.1963
Com. Reg. No.:	11-012621
Capital Investment / Paid-up Capital :	Rs.434.098 Millions
CIN No.: [Company Identification No.]	L72200PN1963PLC012621
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Providing Software Services.
No. of Employees :	Information denied by the management.

RATING & COMMENTS

MIRA’s Rating :

A (58)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 16670000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and a reputed company having a fine track record. Financial position of the company appears to be sound. Trade relations are reported as trustworthy. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	AA [Long Term Fund Based Limit]
Rating Explanation	High degree of safety and very low credit risk.
Date	14.03.2013

Rating Agency Name	ICRA
Rating	A1+ [Short Term Fund Based Limit]
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	14.03.2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED

Management non co-operative [91-20-66057500]

LOCATIONS

Registered Office :	Zensar Knowledge Park, Kharadi, Plot No. 4, MIDC Off Nagar Road, Pune-411014, Maharashtra, India
Tel. No.:	91-20-66074000
Fax No.:	91-20-66074444
E-Mail :	n.limaye@zensar.com
Website :	http://www.zensar.com

DIRECTORS

AS ON 31.03.2012

Name :	Dr. Ganesh Natarajan
Designation :	Vice Chairman
Name :	Mr. H. V. Goenka
Designation :	Chairman
Name :	Mr. P. K. Mohapatra
Designation :	Director
Name :	Mr. John Levack
Designation :	Director
Name :	Mr. P. K. Choksey
Designation :	Director
Name :	Mr. Venkatesh Kasturirangan
Designation :	Director
Name :	Mr. Arvind Agrawal
Designation :	Director
Name :	Mr. A. T. Vaswani
Designation :	Director
Name :	Mr. Niraj Bajaj
Designation :	Director

KEY EXECUTIVES

Name :	Dr. Ganesh Natarajan
Designation :	Chief Executive Officer
Name :	Ms. Aditi Bhargava
Designation :	Sr. Manager – Strategy Merger and Acquisition
Name :	Mr. Deepanjan Banerjee
Designation :	Senior Vice President, Global Head Manufacturing & Media
Name :	Mr. Gurdeep Grewal
Designation :	Senior Vice President, Head Europe Middle East and Africa
Name :	Mr. Hiren Kulkarni
Designation :	Senior Vice President, Global Head – Business Processing Outsourcing
Name :	Mr. Krishna Kumar
Designation :	Vice President, Global Head Retail
Name :	Mr. Krishna Ramaswami
Designation :	Senior Vice President, Global Head Healthcare
Name :	Mr. Mohan Hastak
Designation :	Senior Vice President, Global Head Banking Financial Services and Insurance
Name :	Mr. Tom Tucker
Designation :	President & Chief Executive Officer, Akibia
Name :	Mr. Vijoy Varghese
Designation :	Vice President, Head Asia Pacific
Name :	Mr. Nitin Parab
Designation :	Chief Executive and Global Head Enterprise Transformation Services
Name :	Mr. Vivek Gupta
Designation :	Chief Executive, Infrastructure and Business Services and Executive Chairman, Akibia
Name :	S. Balasubramaniam
Designation :	Chief Financial Officer
Name :	Mr. Sanjay Marathe
Designation :	Head-Strategic Services Unit and Chief Technology Officer
Name :	Mr. Yogesh Patgaonkar
Designation :	Executive Vice President-Human Resources
Name :	Ms. Prameela Kalive
Designation :	Senior Vice President, Strategic Services
Name :	Mr. Ajay Bhandari
Designation :	Chief Corporate Development Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2013

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	20044882	45.99
Sub Total	20044882	45.99
(2) Foreign
Bodies Corporate	1030922	2.37
Sub Total	1030922	2.37
Total shareholding of Promoter and Promoter Group (A)	21075804	48.36
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	547013	1.26
Financial Institutions / Banks	7559	0.02
Insurance Companies	1950	0.00
Foreign Institutional Investors	4686253	10.75
Sub Total	5242775	12.03
(2) Non-Institutions
Bodies Corporate	899112	2.06
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	4265201	9.79
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	1533547	3.52
Any Others (Specify)	10564549	24.24
Overseas Corporate Bodies	10301294	23.64
Non Resident Indians	263255	0.60
Sub Total	17262409	39.61
Total Public shareholding (B)	22505184	51.64
Total (A)+(B)	43580988	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	43580988	0.00

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS BELONGING TO THE CATEGORY “PROMOTER AND PROMOTER GROUP”

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Pedriano Investments Limited	10,30,922	2.37
2	Summit Securities Limited	47,58,076	10.92
3	Swallow Associates Limited	5,700	0.01
4	Idea Tracom Private Limited	30,96,800	7.11
5	Swallow Associates Limited	1,20,48,606	27.65
6	Instant Holdings Limited	90,000	0.21
7	Chattarpati Investments Limited	45,700	0.10
	Total	2,10,75,804	48.36

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS BELONGING TO THE CATEGORY “PUBLIC” AND HOLDING MORE THAN 1% OF THE TOTAL NUMBER OF SHARES

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Electra Partners Mauritius Limited	10301294	23.64
2	Fidelity Mangement and Research Company A/c	3499999	8.03
3	Ganesh Natarajan	627058	1.44
	Total	14428351	33.11

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS (TOGETHER WITH PAC) BELONGING TO THE CATEGORY “PUBLIC” AND HOLDING MORE THAN 5% OF THE TOTAL NUMBER OF SHARES OF THE COMPANY

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Electra Partners Mauritius Limited	10301294	23.64
2	Fidelity Mangement and Research Company A/c	3499999	8.03
	Total	13801293	31.67

BUSINESS DETAILS

Line of Business :

Providing Software Services.

GENERAL INFORMATION

No. of Employees :

Information denied by the management.

Bankers :

Not Available

Facilities :

Secured Loan	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Long Term Borrowings
Finance Lease Liability	27.175	0.000
TOTAL	27.175	0.000

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountant
Wholly Owned Subsidiaries :	· Zensar Technologies Inc., USA · Zensar Technologies UK Limited · Zensar Technologies (Singapore) Pte. Limited · Zensar Advances Technologies Limited · Zensar Technologies Shanghai Company Limited · PSI Holding Group Inc. (with effect from January 1, 2011) · Akibia, Inc. (with effect from January 1, 2011) · Akibia, B.V. (with effect from January 1, 2011) · Aquila Technology Corp. (with effect from January 1, 2011)
Other Related Parties :	· Zensar Technologies (Shenzen) Limited, (Voluntarily liquidated during the year) · Chattrapati Investment Limited · Blue Niles Holdings Limited · Pedriano Investment Limited · RPG Cellular Investments and Holdings Private Limited · Idea Tracom Private Limited · Summit Securities Limited · Electra Partners Mauritius Limited · Instant Holdings Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
47500000	Equity Shares	Rs.10/- each	Rs.475.000 Millions
250000	Preferences Shares	Rs.100/- each	Rs.25.000 Millions
	TOTAL		Rs.500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
43409774	Equity Shares	Rs.10/- each	Rs.434.098 Millions

NOTES:

TERMS/RIGHTS ATTACHED TO EQUITY SHARES:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Board of Directors in their meeting on January 24, 2012, declared an interim dividend of Rs. 3 per equity share. The board of directors in their meeting on 25th April, 2012, proposed the final dividend of Rs. 4 per equity share. The total dividend appropriation for the year ended March 31, 2012 amounted to Rs. 353.121 Millions including corporate dividend tax of Rs. 49.269 Millions.

DETAILS OF SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% OFTHE AGGREGATE SHARES IN THE COMPANY

PARTICULAR	AS ON 31.03.2012
	% HELD	NOS.
RPG Cellular Investment and Holdings Private Limited	27.76%	12048406
Electra Partners Mauritius Limited	23.73%	10301294
Summit Securities Limited	10.61%	4604076
Idea Tracom Private Limited	7.13%	3096800
Fidelity Management and Research Company	5.11%	2219584

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	434.098	433.038
(b) Reserves & Surplus	3740.256	3236.674
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	4174.354	3669.712
(3) Non-Current Liabilities
(a) long-term borrowings	27.175	0.000
(b) Deferred tax liabilities (Net)	101.235	71.081
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	0.000	0.000
Total Non-current Liabilities (3)	128.410	71.081
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	237.501	121.734
(c) Other current liabilities	545.617	469.224
(d) Short-term provisions	323.162	251.742
Total Current Liabilities (4)	1106.280	842.700
TOTAL	5409.044	4583.493
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	860.281	883.161
(ii) Intangible Assets	58.542	59.300
(iii) Capital work-in-progress	0.000	45.271
(iv) Intangible assets under development	27.067	4.658
(b) Non-current Investments	93.499	70.858
(c) Deferred tax assets (net)	117.131	100.231
(d) Long-term Loan and Advances	246.193	355.691
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	1402.713	1519.170
(2) Current assets
(a) Current investments	468.181	246.381
(b) Inventories	0.000	0.000
(c) Trade receivables	2168.983	1435.334
(d) Cash and cash equivalents	378.829	347.436
(e) Short-term loans and advances	528.876	564.631
(f) Other current assets	461.462	470.541
Total Current Assets	4006.331	3064.323
TOTAL	5409.044	4583.493

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		215.759
2] Share Application Money		0.000
3] Reserves & Surplus		2723.604
4] (Accumulated Losses)		0.000
NETWORTH		2939.363
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000
TOTAL		2939.363
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		978.069
Capital work-in-progress		13.581
INVESTMENT		210.596
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	1008.218
	Cash & Bank Balances	286.034
	Other Current Assets	408.445
	Loans & Advances	818.952
Total Current Assets		2521.649
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	481.372
	Other Current Liabilities	0.000
	Provisions	303.160
Total Current Liabilities		784.532
Net Current Assets		1737.117
MISCELLANEOUS EXPENSES		0.000
TOTAL		2939.363

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Software Development and Allied Services	6746.891	5503.235	4923.414
		Sale of Licenses for Software Applications	254.780	122.461	47.425
		Other Operating Revenue	125.782	150.393	0.000
		Other Income	279.106	142.095	81.519
		TOTAL (A)	7406.559	5918.184	5052.358
Less	EXPENSES
		Employee Benefits Expenses	4113.640	3431.293	0.000
		Other Expenses	1659.856	1357.143	3931.727
		TOTAL (B)	5773.496	4788.436	3931.727
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1633.063	1129.748	1120.631
Less	FINANCIAL EXPENSES (D)		10.338	8.597	5.534
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1622.725	1121.151	1115.097
Less/ Add	DEPRECIATION/ AMORTISATION (F)		250.508	258.805	249.240
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		1372.217	862.346	865.857
Less	TAX (H)		426.721	(22.422)	24.339
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		945.496	884.768	841.518
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		866.289	907.671	857.730
Add	ON AMALGAMATION OF ZENSAR OBT TECHNOLOGIES LIMITED AND ZENSAR TRANSFORMATION SERVICES LIMITED (ERSTWHILE SUBSIDIARY OF THE COMPANY,) WITH THE COMPANY		0.000	0.000	96.798
Less	APPROPRIATIONS
		Transfer to General Reserve	800.000	750.000	750.000
		Proposed Dividend	173.639	151.563	118.667
		Tax on Proposed Dividend	49.269	24.587	19.708
		Interim Dividend	130.213	0.000	0.000
	BALANCE CARRIED TO THE B/S		658.664	866.289	907.671
	EARNINGS IN FOREIGN CURRENCY
		Fees for technical services outside India in connection with development/ production of computer software	6435.272	5536.668	4524.492
	IMPORTS
		Software	3.069	10.978	1.660
		Capital Goods	35.799	92.530	36.268
	TOTAL IMPORTS		38.868	103.508	37.928
	Earnings / (Loss) Per Share (Rs.)
	- Basic		21.79	20.47	18.65
	- Diluted		21.55	20.10	18.57

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012	31.12.2012	31.03.2013
Type	1^st Quarter	2^nd Quarter	3^rd Quarter	4^th Quarter
Net Sales	2130.600	2048.200	2204.200	1993.600
Total Expenditure	1675.500	1837.500	1740.800	1616.400
PBIDT (Excl OI)	455.100	210.700	463.400	377.200
Other Income	217.600	74.500	149.900	38.900
Operating Profit	672.700	285.200	613.300	416.100
Interest	02.000	02.000	02.300	02.500
PBDT	670.700	283.200	611.000	413.600
Depreciation	63.300	63.000	67.200	75.100
Profit Before Tax	607.400	220.200	543.800	338.500
Tax	198.800	62.300	125.400	108.100
Profit After Tax	408.600	157.900	418.400	230.400
Net Profit	408.600	157.900	418.400	230.400

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	12.77	14.95	16.65
Net Profit Margin (PBT/Sales)	(%)	19.25	14.93	17.42
Return on Total Assets (PBT/Total Assets}	(%)	26.53	19.77	24.74
Return on Investment (ROI) (PBT/Networth)		0.33	0.23	0.29
Debt Equity Ratio (Total Debt/Networth)		0.01	0.00	0.00
Current Ratio (Current Asset/Current Liability)		3.62	3.64	3.21

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

Particulars	31.03.2012 [Rs. in millions]	31.03.2011 [Rs. in millions]	31.03.2010 [Rs. in millions]
Sundry Creditors	237.501	121.734	481.372

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	No
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	PAN of Proprietor/Partner/Director, if available	No
32]	Date of Birth of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

FINANCIAL RESULTS:

During the financial year 2011-12, the Company recorded total income of Rs. 7406.600 Millions comprising Income from Software Development and Allied Services of Rs. 7001.700 Millions, and other income of Rs. 404.900 Millions. The Company recorded a net profit of Rs. 945.500 Millions reflecting a growth of 7%.

On a consolidated basis, the Company has maintained steady growth with Total income of Rs. 18242.800 Millions comprising Income from Software Development and Allied Services of Rs. 17824.800 Millions and other income of Rs. 418.000 Millions. The Consolidated Profit before Taxation was Rs. 2363.600 Millions reflecting a growth of 57%. The Consolidated Profit after Taxation was Rs. 1587.100 Millions reflecting an increase of 20%.

BUSINESS UPDATE:

Despite all the global uncertainties, there was no break in the intensity in global technology spending. Clients continue to look at global sourcing not only as cost saving options, but increasingly to enhance competitiveness, increase time-to-market, drive business productivity, impact outcomes and as centres for rapid innovation. As a result, global technology spending in 2011 recorded steady growth for the technology and related services sector, with worldwide spending exceeding USD 1.7 trillion, a growth of 5.4 per cent over 2010.

In this environment, the company continued to retain its position as a leading global organization in 2011, by increasing its competitiveness through focus on verticalisation, service line expansion, innovation, emerging markets and nonlinear growth strategies. Zensar was ranked amongst India's top 20 software companies by NASSCOM and continued to be cost-competitive provider of IT-BPO services. Cost efficiencies were further maintained through various internal process and productivity improvement initiatives including stable entry level salaries, flattening the pyramid, tightening non-employee cost structures, fast career growth, and a non-linear focus through platform and cloud products.

The Company with its decade-long experience, mature service capabilities, presence in key verticals, global footprint and high caliber talent pool also ventured head-on into new and emerging services and verticals like Cloud, Social Media and Mobility and entered the emerging vertical of Healthcare while at the same time maintaining their strong-hold over core services. The untapped opportunities in the new services are expected to drive the next phase of growth for the organization. Further developments were also made in the core services ranging from Applications Development and Maintenance, Enterprise Services including Package Implementations and Business Intelligence, Transaction Processing, Testing and Infrastructure Management. These Services have not only brought about end-to-end process improvements and business benefits for clients ranging from the Fortune 100 and FTSE 100 in US, UK and Asia to small start-ups in South Africa and the Middle East but have also helped in creating deep intellectual capital. The Company continues to do well in Emerging Markets with South Africa itself recording over 20%y-o-y growth.

Zensar today is a key global service integrator and has dedicated centers of excellence built to design and implement solutions that employ a broad portfolio of technologies. This capability lends additional focus on creating next-generation solutions that enable new thresholds of business performance by leveraging cloud delivery models and technologies. Zensar is helping customers create optimized levels of business performance, through assessment, advisory services as well as application integration and migration services through platforms such as force.com, Google Apps Engine (GAE) and Microsoft Azure. The Cloud Services Charter in the organization will enable customers redefine the way they deliver value to their customers. Zensar entered into a strategic alliance with Google earlier to address the emerging market demand for next generation collaboration solution for the benefit of all its Indian and global customers. This partnership is expected to not only enhance collaboration but will also empower subject associates in providing more choice and flexibility in where, when and how they choose to do their work.

Zensar is also a recognized leader in Oracle deployments, having executed a number of joint implementation projects with Oracle worldwide. The Company provides a broad set of Oracle specializations with a large number of certified Oracle specialists. Currently a Platinum Partner, the Company is already moving towards enhancing their position as a leading expert in Oracle technologies by becoming a Diamond Partner.

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE PROFILE

Zensar Technologies (Zensar) is a globally renowned software and services organization that specializes in providing a complete range of IT Services and Solutions. Zensar is ranked amongst India's top 20 software companies by NASSCOM and is seen today as a valuable change partner by enterprises keen on driving transformation through innovative technology solutions. The Company is also recognized by the Department of Scientific and Industrial Research (DSIR) for its robust in-house Research and Development practices and is an acknowledged leader in Innovation.

Subject industry expertise spans across 5 key Industry Verticals viz Manufacturing, Retail, Healthcare, Banking Financial Services and Insurance. The services range from the traditional to the transformational - Application Development and Maintenance, Testing, Infrastructure Management and hosting and Business Process Outsourcing to Enterprise Package implementation, CRM, Business intelligence and Analytics, Collaboration and Knowledge management services and other Consulting Services. With over 7000+ associates and 400+ customers, Zensar helps transform global corporations.

INDUSTRY OUTLOOK 2011-12

In the face of the volatility in economic environment and currency, 2011 recorded steady growth for technology and related services sector, with worldwide spending surpassing USD 1.7 trillion, a growth of 5.4 per cent over 2010. Software products, IT and BPO services continued to lead, accounting for over USD 1 trillion - 63 per cent of the total spend. IT-hardware spend of USD 645 billion, accounted for the balance 38 per cent of the worldwide technology spend in 2011. The year saw renewed demand for overall global sourcing, which grew by 12 per cent over 2010, nearly twice the global technology spend growth.

While the growth in IT-BPO spend is expected to be gradual over the next three years, global sourcing spend is seen to outpace this growth. IT outsourcing market is set to grow at a CAGR of about 8 per cent over 2011 to 2013, while BPO off shoring is expected to grow at a little over 7 per cent during the same period. Costs still remain essential for global sourcing, industry expertise and innovation is expected to drive future sourcing requirement. In addition, rate of introduction of new technology is much faster now and is expected to continue to be even faster in the future. There is a strong correlation between technology adoption rate and investment rate. The year 2011 was the year of mobile adoption, where tablets and smart phones sales growth, by volume and by percentage, outpaced the shipment of desktop and laptop market. This mobile revolution witnessed spending by organizations in developing both consumer apps and enterprise apps.

From IT industry perspective - the market for enterprise mobility solutions alone is expected to grow to USD 17 billion by 2015, presenting a huge opportunity to increase revenue from this segment at a pace of triple-digit growth. Clearly, the future of technology services industry is beyond services - it will be a combination of services, solutions and platforms. Indian IT organizations are investing in building platforms to drive future growth opportunities. These domain solutions and technology platforms will offer improved revenue leverage versus talent employed in the industry and will also significantly increase the intellectual property base of the Indian IT industry. The industry can take a clue from the fact that public cloud services spending is expected to outpace growth of the overall IT spend by about four times between 2012 and 2015.

Particulars	31.03.2012 [Rs. in millions]	31.03.2011 [Rs. in millions]
Income Tax:
Matters decided in favour of the Company by appellate authorities, where the Income Tax Department is in further appeal.	63.773	63.773
Matters on which the Company is in appeal	77.384	3.394
Sales Tax/Value Added Tax: Claims against the Company regarding sales tax against which the Company has preferred appeals.	2.080	2.080
Claims against the Company regarding service tax against which the Company has preferred appeal.	2.363	0.000
Claim in respect of rented premises.	17.694	16.527
Claims against the Company not acknowledged as debts.	6.228	3.633
Guarantee given by the Company / issuance of Stand by Letter of credit by the Company's bankers in respect of term loan and working capital limits taken by the wholly owned subsidiary. The loans and working capital limits taken by the subsidiary were secured by a pari passu charge against the immovable fixed assets of the Company situated at Kharadi.	0.000	296.969
Issuance of Stand by Letter of credit by the Company's bankers in respect of term loan taken by the wholly owned subsidiary. The loan taken by the subsidiary is secured by way of hypothecation of the current and movable assets and mortgage of immovable assets of the Company.	2442.240	2140.320

FIXED ASSETS:

• Leasehold
• Freehold
• Buildings
• Improvement to Leasehold
• Premises
• Plant and Machinery
• Furniture, Fixture and Office Equipment
• Motor Vehicles
• Data Processing
• Equipment –Own Use

· Software Including Courseware

STATEMENT OF STANDALONE AUDITED RESULTS FOR THE YEAR ENDED 31^ST MARCH, 2013

Rs. in Millions

Sr. No.	Particular	Quarter Ended		Year Ended
		31.03.2013	31.12.2012	31.03.2013
1.	Net Sales/Income from Operations	1980.900	2174.600	8250.700
	Other Operating Income	12.700	29.600	125.900
	Total Income From Operations (Net)	1993.600	2204.200	8376.600
2.	Expenditure
	Purchase of stock in trade	33.400	100.300	311.400
	Employee benefits expenses	1144.400	1197.500	4786.400
	Depreciation and amortization expenses	75.100	67.200	268.600
	Other expenses	412.800	443.000	1638.000
	Total Expenses	1665.700	1808.000	7004.400
3.	Profit From Operations before Other Income, Interest and Exceptional Items (1-2)	327.900	396.200	1372.200
4.	Other Income	13.100	149.900	346.500
5.	Profit Before Interest and Exceptional Items (3+4)	341.000	546.100	1718.700
6.	Interest	2.500	2.300	8.800
7.	Profit After Interest but before Exceptional Items (5-6)	338.500	543.800	1709.900
8.	Exceptional Items	--	--	--
9.	Profit from Ordinary Activities before Tax (7+8)	338.500	543.800	1709.900
10.	Tax Expense	108.100	125.400	494.600
11.	Net Profit from Ordinary Activities after Tax (9-10)	230.400	418.400	1215.300
12.	Extraordinary Item (net of expense)	--	--	--
13.	Net Profit for the period (11-12)	230.400	418.400	1215.300
14.	Paid-up Equity Share Capital (Face Value of Rs.10/- Each)	435.800	435.600	435.800
15.	Reserves Excluding Revaluation Reserve	--	--	--
16.	Basic and Diluted Earning Per Share (EPS) (Rs.)-Not Annualised
	a) Basic and diluted EPS before extraordinary items	5.29	9.61	27.93
	b) Basic and diluted EPS after extraordinary items	5.18	9.41	27.39
17.	Public Shareholding
	-Number of Shares	22505184	22495518	2250518.400
	- Percentage of Shareholding	51.64	51.65	51.64
18.	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of Shares	Nil	Nil	Nil
	- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	Nil	Nil	Nil
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	Nil	Nil	Nil
	b) Non Encumbered
	- Number of Shares	21075804	21061604	21075804
	- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)	100%	100%	100%
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	48.36	48.35	48.36

Particulars	3 Months Ended 31 March 2013
Pending at the beginning of the quarter	Nil
Received during the quarter	24
Disposed of during the quarter	24
Remaining unresolved at the end of the quarter	Nil

STATEMENT OF ASSETS AND LIABILITIES

Rs. in Millions

PARTICULARS	31.03.2013
Equity and liabilities
Shareholders' fund
Share capital	435.800
Reserve & surplus	4881.700
Sub-total - Shareholders' funds	5317.500
Non - current liabilities
Long term borrowings	31.800
Deferred tax liability (net)	0.000
Long term provisions	80.100
Sub-total - Non-current liabilities	111.900
Current liabilities
Short term borrowings	0.000
Trade payables	232.500
Other current liabilities	408.400
Short term provisions	43.000
Sub-total - Current liabilities	683.900
Total - Equity & Liabilities	6113.300
Assets
Non-current assets
Fixed assets	879.800
Non-current investment	109.100
Deferred tax assets (net)	124.200
Long term loans & advances	172.200
Sub-total - Non-current Assets	1285.300
Current assets
Current investments	417.400
Trade receivables	2307.100
Cash & bank balances	526.300
Short term loans & advances	519.100
Other current assets	1058.100
Sub-total - Current Assets	4828.000
Total – Assets	6113.300

NOTES:

1. The above financial results were reviewed and recommended by the Audit Committee and take non record by the Board of Directors at its meeting held on 22^nd April 2013.

2. The Statutory Auditors have carried out the Audit for the year ended March 31, 2013.

3. Other income net for the quarter and year ended March 31, 2013 includes foreign exchange gain/loss of Rs.25.800 Millions and Rs.144.200 Millions respectively. Corresponding previous period net loss of Rs.86.300 Millions and net gain of Rs.213.300 Millions. other income net for the quarter ended December 31, 2012 includes foreign exchange gain of Rs.48.000 Millions

4. During the quarter and year ended 31^st March 2013, the Company issued 20,666 and 68,722 equity shares respectively, pursuant to the exercise of stock options by certain employees under the "2002 ESOP" and 3,200 and 102,492 equity shares respectively under "2006 ESOP" stock option plan.

5. The figures for the fourth quarter are the balancing figures between the audited figures in respect of the full financial year and published to date figures up to the third quarter of the current financial year.

6. The Board of Directors at their meeting held on January 21, 2013 had declared an Interim Dividend of Rs.3.50 per Equity share. In addition, the Board of Directors at their meeting held on April 22, 2013 have recommended a Final Dividend of Rs. 4.50 Per Equity Share, subject to the approval of shareholders.

7. Figures for the previous periods/year have been regrouped wherever necessary.

PRESS RELEASES:

ZENSAR TO PRESENT AT INTERLOG 2013 ON THE NEXT GENERATION SERVICE SUPPLY CHAIN

14, JUNE 2013

Zensar Technologies, a global infrastructure management and software services provider, today announced that Zensar Global IM’s Vice President of Global Operations Scott Fiore will participate at INTERLOG 2013. Fiore will lead an interactive workshop during the breakout session “Incorporating Flexibility into the Post Sales Supply Chain Strategy” and will present on a panel discussion, “The 6 Pillars of the Next Generation Service Supply Chain.” INTERLOG 2013, a supply chain event focused on aftermarket and service parts management, will be held June 18-20, 2013, in San Diego.

The panel discussion on “The 6 Pillars of the Next Generation Service Supply Chain” will outline and provide tips supply chain issues, including visibility and real-time access to your distributed, global inventory; flexibility and the ability to scale and create a next generation service support operation; agility, including predictive problem resolution; efficiency and why lean isn’t the only answer; and innovation and the importance of investing in the future.

During the breakout session, “Incorporating Flexibility into the Post Sales Supply Chain Strategy,” Fiore will spearhead the interactive workshop, “Accommodating Various Customer Requirements” by discussing building service operations to scale for different customers and segments as well as how to understand and capture customer lifecycle management differences.

Zensar IM Inc. Announces Growth Strategy for Network and Security Division

11, JUNE 2013

THE IM UNIT PLANS TO DOUBLE NETWORK AND SECURITY SOLUTIONS SALES TO $100 MILLION BY 2016

Zensar Technologies IM Inc. (Zensar IM), a global software and infrastructure management services provider, today announced an aggressive growth plan to double its network and security solutions sales to $100 million by 2016. Zensar IM partners with the world’s leading technology solution providers including Aruba Networks, Blue Coat, Check Point, Citrix, Extreme Networks, Info lox, Fore Scout, Riverbed and RSA to deliver best-in-breed network and security, compliance, data center and end user computing solutions. The Company’s Westborough, MA location is also an authorized training center for both Check Point and Info lox.

As an independent IT services provider, the Company provides objective consulting, integration and support services that leverage only the highest-quality, cutting-edge technologies.

“We view the network and security segment of our business as a key driver of our corporate goal to become a billion dollar company by 2017,” stated Vivek Gupta, Chief Executive, Zensar Global IM Services. “Through our commitment to provide unparalleled consulting, integration and support services, coupled with our partners’ world leading technology products, we are well positioned to significantly grow our revenue stream from network and security solutions sales,” continued Gupta.

“Zensar IM’s strategic partnerships are a key component of our FY14 growth plans,” stated Doug Fallon, Vice President of Sales, and Global IM.   “We are excited to globally expand upon our partnerships in 2013 and beyond. To support this expansion we have appointed Dominic Agostino as Senior Partner Manager to spearhead our growth initiative. Agostino brings over twenty years of channel-focused network and security experience to the team,” continued Fallon.

In addition to its network and security focus, Zensar IM is uniquely positioned to enable organizations to transform their business through total infrastructure management services including global multivendor maintenance support. The Company partners with clients to holistically align IT programs and goals with enterprise strategy to deliver flexible solutions that drive business processes as well as improve the availability, reliability and performance of data center, security and compliance, and end user computing infrastructure. Utilizing its multi-shore methodology the Company delivers best-in-class IT services through its delivery centers at Westborough, MA and Veenendaal, The Netherlands.

ZENSAR TECHNOLOGIES REPORTS 18.6% YEAR ON YEAR REVENUE GROWTH

MANUFACTURING AND INSURANCE BUSINESSES ARE KEY GROWTH DRIVERS

22, APRIL 2013

Zensar Technologies Ltd has reported good growth numbers in the year ended March 31, 2013. The Company’s revenues grew by 18.6% over last year from Rs 17824.800 Millions to Rs 21145.200 Millions, and the profits after tax grew by 10% from Rs 1587.100 Millions to Rs 1745.300 Millions. The Company’s revenues for the fourth quarter are Rs 5081.400 Millions, as compared to the same period last year of Rs 4939.100 Millions.

Dr Ganesh Natarajan, Vice Chairman and MD of the Company said, “In spite of a tough economic environment and a business model change in our Infrastructure Management unit, we have ended the year on a good note with excellent order book and pipeline.”

The success of the vertical model for Zensar is visible from performance of the two key verticals of Manufacturing and Insurance which grew by 28.4% and 26.7% respectively during the year. Nitin Parab, Chief Executive of the Enterprise Transformation business said, “We have had a good last six months with 17 multimillion dollar deals being signed. The most significant of these deals include Assurant Health, where Zensar will assist the client in meeting challenges posed by the continuing implementation of the provisions of the Affordable Care Act of 2011.” He added, “We have defined the arrowheads for each of the four chosen verticals of Manufacturing, Insurance, Retail and Healthcare which focus on business outcomes for our clients in all markets.”

Business Highlights

· Akibia Inc. an Infrastructure Management specialty company that was acquired by Zensar in December 2010 has been fully integrated into the Company completing the IM service portfolio and enabling the company to focus on multi shore transformational IM deals and Total Infrastructure Outsourcing.

· The Company has reported 16 wins this quarter across its focus verticals, some of which are large annuity contracts in core areas of application development and infrastructure management

In the manufacturing space the Company is now working with:

· A primary design engineering and manufacturing  Company of custom lithium battery packs, power supplies and modules for a variety of applications

· Leading manufacturing companies for enterprise application implementation, support, CRM and SAP enhancement

· Foremost telecom solutions provider, enabling their geographically dispersed workforces to communicate and collaborate more effectively and productively over distances.

In the BFSI industry segment Zensar has signed up with:

· Leading specialty property / casualty insurer and reinsurer in the US for an SAP Managed Services project that includes support, maintenance and custom development in addition to supporting the organisation for Professional Services in the BI space

· Leading Insurance organization based in Singapore, a wholly owned subsidiary of one of the 3rd largest Property & Casualty Insurance carrier in U.S.

· One of the primary financial agencies in the US that provides credit ratings, research, tools and analysis has signed a multiyear contract in the Infrastructure Monitoring, Capacity Planning and Asset Management; all in the Remote Infrastructure Management Services space

About Zensar Technologies (http://www.zensar.com/)

Zensar Technologies is among the top 15 software services providers from India. The world's first enterprise-wide SEI CMM Level 5 Company and later certified as a CMMI Level 5 Company Zensar has industry expertise that spans Retail, Manufacturing, Banking, Insurance, Healthcare and Utilities. An RPG Group company, Zensar has near 6500 employees with sales and operations presence across US, UK, Germany, Sweden, Middle East, South Africa, Singapore, Australia, China and Japan. The Company delivers comprehensive services in mission-critical applications, enterprise applications, e-business, BPO and Knowledge Services. The Company has developed tools and methodologies, including the proprietary Solution BluePrint (SBP), which enables its clients with innovative business solutions and a rapid ‘go-to-market’ capability. The Company supports Fortune 500 clients with software business solutions that help them compete in the digital economy.

About RPG Enterprises (http://www.rpggroup.com)

RPG Enterprises is one of India's largest industrial conglomerates. The group consists of over fifteen companies managing diverse business interests in the areas of Tyre, Infrastructure, IT and Speciality. Established in 1979, RPG Enterprises is one of India’s leading business groups with a turnover of Rs 150000.000 Millions.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.59.70
UK Pound	1	Rs.92.25
Euro	1	Rs.78.38

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	TPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		62

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.