Key Details

Symbol (NSE): ZENSARTECH

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of wholly-owned subsidiary into holding company

Entities Involved:

  • Transferor/Amalgamating Company: M3bi India Private Limited
  • Transferee/Amalgamated Company: Zensar Technologies Limited

Demerged Company: Not Applicable (Amalgamation)

Resulting Company: Zensar Technologies Limited (after absorbing M3BI)

Share Entitlement Ratio: No share issuance. The shares held by Zensar Technologies Limited in M3BI India Private Limited will stand cancelled upon the scheme becoming effective with no consideration issued.

Implied Capital Structure Impact: No change in the equity shareholding pattern of Zensar Technologies Limited pursuant to the Scheme as the Amalgamating Company is a wholly owned subsidiary.

Post-Allotment Listing Plan: M3BI India Private Limited will be dissolved without winding up. No separate listing involved.

Regulatory and Approval Status: The Scheme is subject to sanction of National Company Law Tribunal (NCLT) and receipt of necessary approvals from other regulatory/statutory authorities as required. The Company is exempt from obtaining observation letter/no objection letter from stock exchanges before filing with NCLT under Regulation 37(6) of SEBI Listing Regulations.

Effective Date: Not Specified

Financial Rationale: To achieve greater business synergies and higher operational efficiencies. It will also lead to effective management, unified control of operations and efficient utilization of resources and customer relationships.

Impact on Shareholders: No change in the equity shareholding pattern of Zensar Technologies Limited. The amalgamation is between a holding company and its wholly-owned subsidiary, hence no dilution or ownership restructuring.

Financial Metrics (as on September 30, 2026, standalone basis)

(In INR Million)

| Entity Name | Net Worth | Turnover* |

| Zensar Technologies Limited | 35,315 | 15,729 |

| M3bi India Private Limited | 1,130 | 1,235 |

*For six months ended September 30, 2026

Regulatory Compliance Notes

  • The transaction qualifies as related party transaction but is exempt from Section 188 of Companies Act, 2013 per MCA Circular No. 30/2014 dated July 17, 2014
  • Exempt from related party transaction provisions under Regulation 23(5)(b) of SEBI Listing Regulations
  • Exempt from requirements of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023

Timeline

Board meeting held on October 28, 2026, commencing at 06:30 PM (IST) and concluding at 10:02 PM (IST)