Meeting Details
- Date: Thursday, July 30, 2026
- Time: 03:30 P.M. (IST)
- Location: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM) without physical presence
- Type: Annual General Meeting
- Deemed Venue: Registered office at Zensar Knowledge Park, Plot No. 4, MIDC Kharadi, Off Nagar Road, Pune 411014
Proposed Resolutions and Implications
Ordinary Business:
1. Adoption of Accounts: To receive, consider, approve, and adopt:
- Audited Standalone Financial Statements for FY ended March 31, 2026, with Reports of Board of Directors and Auditors
- Audited Consolidated Financial Statements for FY ended March 31, 2026, with Reports of Auditors
2. Dividend Declaration:
- To confirm payment of Interim Dividend of ₹2.40 per equity share declared during FY2025-26
- To declare Final Dividend of ₹12.60 per equity share of face value ₹2 each for FY ended March 31, 2026
- Total dividend for FY2025-26: ₹15.00 per share
3. Director Re-appointment: To re-appoint H. V. Goenka (DIN: 00026726) as Non-Executive, Non-Independent Director who retires by rotation under Section 152 of Companies Act, 2013
Special Business:
4. Material Related Party Transactions: Approval for transactions with step-down subsidiary Zensar (South Africa) Pty Ltd for aggregate value of ₹7,500 million for FY2026-27
- Nature of transactions: Rendering of services (₹6,500 million), Finder Fees (₹50 million), Corporate overhead (₹100 million), ESOP (₹50 million), Purchase of Services (₹700 million), Reimbursement of Expenses (₹100 million)
- Represents 13.19% of company's annual consolidated turnover
- Transactions are in ordinary course of business and at arm's length basis
- Audit Committee has already approved the transactions
Voting Process and Methods
- Remote e-voting: Available through NSDL from July 27, 2026 (09:00 AM) to July 29, 2026 (05:00 PM)
- E-voting during AGM: Available for members who haven't voted remotely
- Cut-off date: July 23, 2026 for determining voting rights
- Voting methods:
- Individual demat holders: Through depository participants/NSDL/CDSL platforms
- Physical shareholders and institutional members: Through NSDL e-voting website
- Proxy voting: Not available for this VC/OAVM meeting
Key Voting Outcomes and Participation
- Scrutinizer: M/s. J. B. Bhave and Co., Practising Company Secretary (Proprietor: Mr. Jayavant B. Bhave, CP No. 3068)
- Scrutinizer's role: To scrutinize e-voting process and submit consolidated report to Chairman
- Results announcement: Within 2 working days from conclusion of AGM
- Results publication: On company website (www.zensar.com) and NSDL website (https://evoting.nsdl.com)
Compliance with Laws and Regulations
The notice confirms compliance with:
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Companies Act, 2013 and relevant Rules
- Ministry of Corporate Affairs Circular No. 03/2025 dated September 22, 2025
- SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
- Secretarial Standard 2 on General Meetings
Dividend-Related Information
- Record date: July 17, 2026 for final dividend entitlement
- Interim dividend: ₹2.40 per share paid on February 6, 2026
- Dividend payment: Through electronic mode only as mandated by SEBI
- Unclaimed dividends: Financial Year 2018-19 final dividend to be transferred to IEPF if not claimed by September 6, 2026; FY2019-20 interim dividend by February 26, 2027
- TDS compliance: Members must update PAN, bank details, and other KYC information
Additional Information
- Financial performance: FY2025-26 consolidated revenue of ₹56,874 million (up 7.7% YoY), EBITDA of ₹9,162 million (16.1% margin), PAT of ₹7,746 million (13.6% margin)
- Order book: USD 912.7 million (up 17.8% YoY)
- Director compensation: H. V. Goenka paid commission of ₹30 million (0.39% of consolidated PAT)
- Document availability: Notice and Integrated Annual Report available on company website and stock exchange websites
- Green initiative: Communication primarily through electronic mode to registered email addresses