AGM Details
The 63rd Annual General Meeting of Zensar Technologies Limited was held on Thursday, July 30, 2026, from 03:30 PM to 04:05 PM through Video Conferencing/Other Audio-Visual Means (VC/OAVM).
The cut-off date for determining members entitled to vote was Thursday, July 23, 2026.
Scrutinizer Appointment
Jayavant B. Bhave of J. B. Bhave & Co., Company Secretaries (FCS: 4266, CP: 3068), was appointed as the Scrutinizer by the Board of Directors through a resolution passed on Friday, April 24, 2026.
Voting Process
The remote e-voting period was open from Monday, July 27, 2026, at 09:00 AM to Wednesday, July 29, 2026, at 05:00 PM. E-voting was also conducted at the AGM on July 30, 2026, for members who had not voted remotely.
The votes were unblocked from the NSDL e-voting system in the presence of two witnesses (Shri Bhide and Karina Suryawanshi) at 4:19 PM (IST) on July 30, 2026.
Resolutions and Voting Results
All four resolutions proposed at the AGM were passed with the requisite majority.
Resolution 1: Ordinary Business - Adoption of Financial Statements
Description: To receive, consider, approve, and adopt: (a) the Audited Standalone Financial Statements for the year ended March 31, 2026, with Reports of the Board and Auditors; and (b) the Audited Consolidated Financial Statements for the year ended March 31, 2026, with the Reports of the Auditors.
Result: Passed as an Ordinary Resolution.
Votes in Favour: 179,686,864 votes (99.8150% of votes cast)
Votes Against: 333,019 votes (0.1850% of votes cast)
Invalid Votes: 0
Number of Members Voting: 546 members voted in favour; 9 members voted against.
Resolution 2: Ordinary Business - Dividend Declaration
Description: To confirm payment of an Interim Dividend of ₹2.40 per share declared during FY 2025-26 and to declare a Final Dividend of ₹12.60 per equity share (face value ₹2) for the financial year ended March 31, 2026.
Result: Passed as an Ordinary Resolution.
Votes in Favour: 180,586,069 votes (99.9989% of votes cast)
Votes Against: 1,936 votes (0.0011% of votes cast)
Invalid Votes: 0
Number of Members Voting: 551 members voted in favour; 7 members voted against.
Resolution 3: Ordinary Business - Re-appointment of Director
Description: To appoint a director in place of H. V. Goenka (DIN: 00026726), a Non-Executive, Non-Independent Director who retired by rotation under Section 152 of the Companies Act, 2013, and offered himself for re-appointment.
Result: Passed as an Ordinary Resolution.
Votes in Favour: 174,310,322 votes (96.5238% of votes cast)
Votes Against: 6,277,673 votes (3.4762% of votes cast)
Invalid Votes: 0
Number of Members Voting: 493 members voted in favour; 70 members voted against.
Resolution 4: Special Business - Related Party Transaction
Description: Approval for Material Related Party Transactions with step-down subsidiary Zensar (South Africa) Pty Ltd for an aggregate value of INR 7,500 Million (₹750 crore) for the financial year 2026-27.
Result: Passed as an Ordinary Resolution.
Votes in Favour: 69,105,792 votes (99.9963% of votes cast)
Votes Against: 2,536 votes (0.0037% of votes cast)
Invalid Votes: 111,479,240 votes (from 15 members)
Number of Members Voting: 529 members voted in favour; 11 members voted against; 15 members cast invalid votes.
Total Share Capital and Voting
Total number of equity shares of the company as on the cut-off date: 227,533,892 shares.
Total number of votes cast on all resolutions: 180,019,883 votes (79.1178% of total share capital).
Disclosure and Website Upload
The voting results and scrutinizer's report were uploaded on the company's website (www.zensar.com) and on the website of National Securities Depository Limited (www.nsdl.co.in).
Scrutinizer's Report
The consolidated scrutinizer's report, dated July 31, 2026, confirmed the fairness and transparency of the e-voting process and the passing of all resolutions. The report and all voting records will remain in the scrutinizer's custody until the Chairman approves and signs the AGM minutes, after which they will be handed over to the Company Secretary.