The Directors are pleased to present their 48th Annual Report together
 with the Audited Accounts for the year ended 31st March 2011.
 
 FINANCIAL HIGHLIGHTS:
 
 The Financial Results for the year are as under:
 
 Zensar Technologies Limited
 
                                                             (Rs. Crore)
 
                                              Year ended      Year ended 
                                         31st March 2011 31st March 2010
 
 Income from operations                           567.00          497.08
 
 Miscellaneous Income                              24.82            8.15
 
 Total                                            591.82          505.24
 
 Profit Before Taxation                            86.23           86.59
 
 Profit After Taxation                             88.48           84.15
 
 Proposed Dividend                                 15.16           11.87
 
 Transfer to General Reserves                      75.00           75.00
 
 Zensar Technologies and Subsidiaries (Consolidated)
 
                                                             (Rs. Crore)
 
                                              Year ended      Year ended 
                                         31st March 2011 31st March 2010
 
 Income from operations                          1138.29          952.76
 
 Miscellaneous Income                              28.37            8.28
 
 Total                                           1166.66          961.03
 
 Profit Before Taxation & Minority Interest       150.12          149.15
 
 Profit After Taxation and before 
 Minority Interest                                131.73          127.26
 
 Minority Interest                                     0          (0.30)
 
 Profit After Taxation                            131.73          127.56
 
 FINANCIAL RESULTS
 
 During the financial year 2010-11, your Company recorded total income
 of Rs. 591.82 Crore comprising Income from Software Development and
 Allied Services of Rs. 567.00 Crore, and other income of Rs. 24.82
 Crore.  The Company recorded a net profit of Rs. 88.48 Crore reflecting
 a growth of 5%.
 
 On a consolidated basis, your Company has maintained steady growth with
 Total income of Rs. 1166.66 Crore comprising Income from Software
 Development and Allied Services of Rs. 1138.29 Crore and other income
 of Rs. 28.22 Crore. The Consolidated Profit after Taxation was Rs.
 131.73 Crore reflecting an increase of 3%.
 
 BUSINESS UPDATE
 
 The global economic downturn of the past year had an effect on the GDP
 growth and employment in developed markets. However, based on pent-up
 demand from the corporate sector and return of discretionary spending,
 there was a surge in IT spending across markets, both traditional and
 emerging.
 
 In this environment, your company continued to retain its position as a
 leading global organization in 2010, by increasing its competitiveness
 through focus on innovation, emerging markets and non linear growth
 strategies. Zensar was ranked amongst Indias top 20 software companies
 by NASSCOM, which was possible due to the development of a set of
 factors unique to Zensar that has multiplied the Companys value
 proposition manifold. While the cost advantage that Zensar offered to
 its customers remained as a constant, your company continued to focus
 on customers business through unmatched service delivery across
 multiple geographies. With customers also pushing for more
 collaborative contracts where there is business metric performance
 measurement and greater risk- reward sharing, Zensar continued to be
 driven by the need to bring in strategic benefit to clients.
 
 In the year - your company has continued to focus on cost control and
 efficiency measures as customers continued to evaluate how investments
 in IT impact can further business goals - ROI led transformation - was
 a hallmark of most large contracts in the year. Services such as
 virtualisation, consolidation, and managed services that focus on ROI
 in the short term continued to drive opportunities for Zensar. Your
 company continued to focus on alternative IT models - Cloud, on-demand
 services and SaaS - in order to reduce hardware infrastructure costs
 and provide scalability on demand for customers across segments.
 
 In keeping with the trend in the global IT-BPO industry your Company
 focused on multiple parameters such as Markets, Service Offerings and
 Innovation. Growth in the
 
 next two years is expected to be driven by new markets in SMBs, public
 sector and government-influenced entities in India and SAARC region
 which will become a priority customer base Service Offerings that are
 high-end, deeply embedded in customer value chains and delivery is
 expected to become location-agnostic leading to new opportunities such
 as design services in manufacturing, Remote Infrastructure Management,
 etc. Driven by the focus that your company has on expertise and
 intellectual property, offerings are also expected to shift from
 piecemeal, technology-centric applications to a range of integrated
 solutions and higher-end services, spanning new service lines.
 
 Your company is well placed to tap potential in the SMB sector and new
 verticals (Healthcare, Utilities, Transportation), with their
 experience in emerging markets, mature service capabilities, global
 footprint and talent pool. Suitably exploiting these emerging
 opportunities both in the global and domestic markets can help Zensar
 double its revenue in 2 years. The emerging markets of India, South
 Africa, Middle East, and Australia continue to be drivers of new
 business for the Company and amongst the new wins in these territories
 are, one of the worlds largest insurance groups with over 60,000
 employees and serving in more than 170 countries, one of the leading
 retailers in the Middle East with over 180 stores across the nation and
 the biggest retailer in South Africa and the brand of choice of the
 highest percentage of South Africans consumers.
 
 Your company has also seen expansion of Zensars Global Delivery
 Platform to cater to the growing demand of innovative technology
 business solutions. Your company also launched its first Intellectual
 Property Showcase Centre in Delhi to bring the complete range of
 transformation services and easily deployable solutions to Indian
 customers. Additionally, a third center in Hyderabad was also launched
 to help support and develop solutions for both Global and Local
 customers.
 
 The companys expansion into cloud computing, analytics and new
 geographic markets has provided for significant opportunity for revenue
 growth. The development and execution of its end to end service
 capabilities ranging from Applications Development and Maintenance,
 Enterprise Services including package implementation, support and
 business intelligence, Transaction Processing and Strategic Services
 like Consulting, Testing and Infrastructure Management and end-to-end
 process optimisation 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, has also helped in creating deep intellectual capital
 around vertical market adding to its specialization of creating
 enterprise applications for their customers.
 
 Zensar acquired Akibia to build dual shore end-to-end capabilities for
 Zensar in Infrastructure Management and
 
 Information Security solutions for American and European clients. This
 acquisition of Akibia furthers your companys mission to strengthen its
 position in the critical and fast growing Infrastructure Management and
 Information Security space by combining Zensars Remote Infrastructure
 Management offshore services for global clients with Akibias United
 States and European Data Center practice. This acquisition will
 significantly expand Zensars addressable market and growth potential,
 broadening solutions Zensar provides to the rapidly growing
 Infrastructure markets. The combination will also expand Zensars
 offering of mission-critical solutions to the enterprise customer.
 Adding the capabilities of Akibia will further enhance Zensars
 customer base for Datacenter services while there is an equal
 opportunity to scale the Remote Infrastructure Management Services
 business using Akibias large datacenter customer base.  This enhanced
 capability will allow bidding for projects that involve multiple
 service lines. The acquisition of Akibia will also diversify Zensars
 Information Security business by adding Akibias system integration and
 consulting expertise in the fast growing network security, compliance
 and risk management markets.
 
 The Company has launch an improved version of SmartShop™ a complete
 retail management software solution for emerging markets and has made
 it available as a packaged product, ready to install and use for the
 entire retailer spectrum- small store to medium/ large chain of
 outlets. Zensar has also introduced AutoZenics™ a web-enabled system
 that will enable SME clusters to take advantage of cloud computing
 capabilities. Other innovative solutions include the Supply Change
 Transaction Management (SCTM)-Xchange an online portal built for smooth
 document exchange and understanding between the enterprise and
 different suppliers, a multichannel insurance solution and Tzen a
 testing solution hosted on the cloud are the other innovations that the
 Company has built will be used to compete in a hyper-competitive global
 economy - based on analytics, e-business, automation and cloud -all of
 which are next generation business solutions for global enterprises.
 The Companys focus on long-term commitment of developing business
 relationships and uncovering radical shifts in business is the
 underlying philosophy behind these innovations.
 
 In this year Zensar received accolades from all segments of the
 industry as an organization. Zensar - Akibia was awarded the
 Platinum-Level Partnership for Extreme Networks 2010 for the second
 year in a row. Your Company was awarded the Asia Responsible
 Entrepreneurship Awards (AREA) Investment in People Award 2010 by
 Enterprise Asia, a non-governmental organization in pursuit of
 entrepreneurship development across the region. The Company has also
 been awarded the Golden Peacock Award for Corporate Social
 Responsibility in 2011.
 
 ACQUISITION
 
 During the Financial Year 2010-11, Zensar Technologies Inc., USA, a
 wholly owned subsidiary of the Company acquired PSI Holdings Group Inc.
 a limited liability company incorporated in Massachusetts, US and its
 wholly owned subsidiaries namely (i) Akibia Inc, (ii) Aquila Technology
 Corp; and (iii) Akibia B.V (hereinafter collectively referred to as
 AKIBIA Group).
 
 AKIBIA Group is a conglomerate in the IT services space providing Data
 Center Management and Network Security Solutions. This acquisition will
 significantly expand Zensars accessible market and growth potential,
 broadening solutions Zensar provides to the rapidly growing
 Infrastructure markets. The combination will also expand Zensars
 offering of mission-critical solutions to the enterprise customer.
 
 BONUS SHARES
 
 During the Financial Year 2010-11, Company had issued 2,15,89,818 fully
 paid up equity shares as bonus shares in the ratio of 1:1 i.e. one new
 fully paid up equity share of Rs.  10/- each for every one fully paid
 up equity share of Rs.  10/- each by way of capitalization of reserves.
 
 To accommodate the capitalization of reserves as mentioned above, the
 Authorised Capital of the Company was increased from Rs.30,00,00,000
 (Rupees Thirty Crores) divided into 2,75,00,000 (Two Crores Seventy
 Five Lac) Equity Shares of Rs.10/- (Rupees Ten) each and 2,50,000
 Preference Shares of Rs.100 each to Rs.  50,00,00,000 (Rupees Fifty
 Crores) divided into 4,75,00,000 (Four Crore Seventy Five Lac) Equity
 Shares of Rs.10/- (Rupees Ten) and 2,50,000 Preference Shares of Rs.
 100 (Rupees Hundred) each.
 
 DIVIDEND
 
 In view of your Companys profitable performance, your Directors are
 pleased to recommend, for your approval, dividend on the enhanced
 capital at the rate of Rs. 3.50 per share on the Equity Shares of Rs.
 10/- each for the financial year ended 31st March, 2011. The Dividend,
 if approved by the shareholders in the ensuing Annual General Meeting
 would result in an outflow of Rs. 17.61 Crore including Dividend
 Distribution Tax, Surcharge and Cess thereon. The Dividend would be
 paid to those shareholders whose names appear in the Register of
 Members on 13th July, 2011.
 
 TRANSFER TO RESERVE
 
 Your Directors propose to transfer a sum of Rs. 75.00 Crore to the
 General Reserve.
 
 FIXED DEPOSITS
 
 Currently, your Company does not have any Fixed Deposit Scheme.
 
 DIRECTORS
 
 Mr. A. T. Vaswani and Mr. Arvind Agrawal retire by rotation at the
 ensuing Annual General Meeting and, being eligible, offer themselves
 for reappointment. Brief particulars of the Directors, their expertise
 in various functional areas are given in the notice convening the
 Annual General Meeting.
 
 Mr. Niraj Bajaj was appointed Additional Director of the Company during
 the year. Mr. Bajajs term expires on the date of the Annual General
 Meeting. The Company has received a Notice pursuant to the provisions
 of Section 257 of the Companies Act, 1956 for appointment of Mr.  Niraj
 Bajaj as Director of the Company liable to retire by rotation.
 
 The Board of Directors recommends the appointment/re- appointment of
 Directors as mentioned above.
 
 COSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The provisions relating to disclosure of details regarding energy
 consumption, both total and per unit of production are not applicable
 as the company is engaged in the services sector and provides IT and IT
 related services.
 
 Particulars prescribed under sub- section (1)(e) of Section 217 of the
 Companies Act, 1956, read with the Companies (Disclosure of particulars
 in the Report of Board of Directors) Rules, 1988, in respect of
 technology absorption are set out in `Annexure A to this report.
 
 Particulars regarding Foreign Exchange earnings and expenditure during
 the year are given in Note 16 and Note 17 of Notes to Accounts
 respectively. Particulars regarding R & D expenditure during the year
 are given in Note 25 of Notes to Accounts.
 
 DIRECTORS  RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217
 (2AA) OF THE COMPANIES ACT, 1956
 
 The Directors confirm that -
 
 i) in the preparation of the annual accounts, the
 
 applicable accounting standards have been followed and there has been
 no material departure;
 
 ii) appropriate accounting policies have been
 
 selected and applied consistently and the Directors have made judgments
 and estimates that are reasonable and prudent so as to give a true and
 fair view of the state of affairs of the Company as at 31st March 2011
 and the profit of the Company for the year ended 31st March 2011;
 
 iii) proper and sufficient care has been taken for the
 
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 PARTICULARS OF EMPLOYEES
 
 Information as per Section 217(2A) of the Companies Act, 1956, read
 with Companies (Particulars of Employees) Rules 1975 are set out in
 Annexure B to this report.
 
 SUBSIDIARY COMPANIES
 
 As per Section 212 of the Companies Act, 1956 (Act), the company will
 make available annual accounts of the subsidiary companies and the
 related detailed information to shareholders on demand. The annual
 accounts of the subsidiary companies will also be kept for inspection
 by any shareholder at the registered office of the company and of the
 subsidiary companies concerned. Also, the company shall furnish a hard
 copy of details of accounts of subsidiaries to any shareholder on
 demand. The company has also given information relating to each of the
 subsidiary Companies in the Annual Report in pursuance to Section 212
 of the Act.
 
 Consolidated Financial Statements of your Company along with its
 subsidiaries, prepared in accordance with the relevant Accounting
 Standards issued by The Institute of Chartered Accountants of India,
 forms a part of this Annual Report.
 
 CORPORATE GOVERNANCE
 
 Your Company continues to benchmark itself with the best-of-the-breed
 practices as far as corporate governance standards are concerned. Your
 Company has complied with regulations provided in clause 49 of the
 listing agreement it has entered into with the stock exchanges. The
 compliance report on various requirements under the said clause along
 with the practicing Company Secretarys certification thereof is
 provided in the corporate governance section of this report. In terms
 of the Listing Agreement, the Management Discussion and Analysis Report
 is annexed and forms a part of the Annual Report.
 
 EMPLOYEES STOCK OPTION PLAN
 
 Currently, the Company has two Employees Stock Option Schemes in force
 namely, 2002 Employees Stock Option Scheme (2002 ESOP) and 2006
 Employees Stock Option Scheme (2006 ESOP) for granting Term based and
 performance based Stock Options to Employees. In the financial year
 2010-11 Board of Directors approved
 
 the adjustment in the exercise price and numbers of the outstanding
 stock options under 2002 ESOP and 2006 ESOP with a view to retain ESOP
 value consequent to issue of Bonus shares. Accordingly, numbers of
 outstanding stock options in both the schemes were increased by 100%
 and exercise price for each grant was reduced by 50%. Approvals from
 Stock exchanges were obtained in this connection.
 
 In the financial year 2010-11, 1,05,105 numbers of equity shares were
 allotted under 2002 Employees Stock Option Scheme and 32,996 numbers
 of equity shares were allotted under 2006 Employees Stock Option
 Scheme. The Disclosures in compliance with Clause 12 of the Securities
 and Exchange Board of India (Employees Stock Option Scheme and
 Employees Stock Purchase Scheme) Guidelines, 1999 in this respect are
 stated in Annexure C to this report.
 
 AUDITORS
 
 M/s Price Waterhouse, Chartered Accountants, Auditors of the Company,
 retire at the ensuing Annual General Meeting and, being eligible, offer
 themselves for re- appointment. The Company has received a Certificate
 from the Auditors that they are qualified under Section
 
 224(1B) of the Companies Act, 1956, to act as the Auditors of the
 Company, along with the confirmation that they have a valid certificate
 issued by the Peer Review Board of the Institute of Chartered
 Accountant of India (ICAI).
 
 ACKNOWLEDGEMENTS
 
 The Board places on record their appreciation of the contribution of
 Associates at all levels, customers, business and technology partners,
 vendors, investors, Government Authorities and all other stakeholders
 towards the performance of the Company during the year under review.
 
                                       For and on behalf of the Board
 
                                                          H.V. Goenka
                                                             Chairman
 
 Place: Mumbai 
 Dated: 21st April 2011