Zensar Technologies Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Zensar Technologies Limited ("the Company"), which comprise the Balance sheet as at March 31, 2026, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the Standalone financial statements, including a summary of material accounting policies and other explanatory information .
In our opinion and to the best of our information and according to the explanations given to us , the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2026, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Standalone Financial Statements' section of our report. We are independent of
the Company in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31,2026. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
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Key audit matters
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How our audit addressed the key audit matter
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Revenue recognition (as described in notes 2.3(i) and2.4 to the standalone financial statements)
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The Company engages into various contracts for software development, and maintenance of software/hardware and related services . The contracts with customer's have defined delivery milestones with agreed scope of work and pricing for each milestone based on the nature of service. On the basis of scope of work and terms, the pricing arrangement of these contracts is time and material and/or fixed price.
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Our audit procedures with respect to this matter included the following:
1. Obtained an understanding of the processes, systems and the controls implemented by the Company for recording and computing revenue and the associated contract assets and unearned/unbilled revenue;and assessed the appropriateness of accounting policy with
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Revenue from fixed price contracts, where the performance
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Ind AS 115.
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obligation is satisfied over a period of time has been recognised using the percentage of completion method computed as per the input method based on Company's estimate of total efforts/contract costs. Use of percentage
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2. Tested the design and operating effectiveness of management's key internal financial controls around revenue recognition;
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-of-completion method requires the determination of the
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3. Tested sample revenue contracts and performed the
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actual efforts or costs expended to date as proportion of
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following procedures to assess whether revenue is
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estimated total efforts or costs to be incurred.
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appropriately recognised as per principles of Ind AS 115 :
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• Evaluated management's assessment with respect to
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identification of performance obligation;
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Key audit matters
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How our audit addressed the key audit matter
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Revenue from time and material contracts is recognised
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• Agreed the transaction price to the underlying
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basis the time spent by employee/vendors on a contract
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contracts;
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as approved by the project manager. Such services are recognised as and when the services are rendered and/or approved by the customers.
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• I n case of time and material type contract, tested samples to verify whether revenue has been correctly recorded based on approved effort estimate by
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We identified revenue recognition as a key audit matter
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project manager and where applicable, is backed by
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since:
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customer acceptances wherever revenue is invoiced
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• There is an inherent and presumed fraud risk around the
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to the customer;
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revenue recognition considering application of revenue
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• In respect of fixed price type contracts, tested samples
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recognition standard is complex and involves number
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to verify whether management has appropriately
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of key judgements and estimates mainly in identifying
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accrued revenue as per milestones defined in the
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performance obligations, related transaction price
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contract with necessary approvals and the estimated
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(including estimates of variable consideration) and
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cost/efforts to complete the contract is appropriate;
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estimating the future cost to completion of the fixed price contracts, which is used to determine the percentage of completion of the relevant performance obligation;
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• Assessed aging of unbilled revenue as on the balance
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sheet date and in case of aged items obtained reasons for delays if any and expected timelines for invoicing
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• Time and material contracts are billed basis approval
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of the same.
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of effort estimate by project manager and also through customer acceptances in certain cases; and
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4.
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Obtained and read the disclosures made in the standalone financial statements.
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• At year end, significant amount of unbilled revenue
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related to these contracts are recognised on the balance sheet.
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Impairment assessment of Goodwill (as described in notes 2.3(v), 2.9 and 32 to the standalone financial statements)
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As at March 31, 2026, the Company has a goodwill of
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Our audit procedures with respect to this matter included
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' 956 million ( March 31, 2025: ' 956 million) pertaining to
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the
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; following:
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various business combinations undertaken at a group level in the previous years. The carrying value of goodwill is tested as a whole annually for impairment using discounted cash flow models of recoverable value compared to the carrying
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1.
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Assessed management's evaluation of identification of cash-generating unit's (CGU) and allocation of goodwill to the respective CGU.
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value of assets. A deficit between recoverable value and
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2.
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Tested design and operating effectiveness of
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carrying value would result in impairment. Determination of
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management's key internal controls over the impairment
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recoverable amount is complex and typically requires a high
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assessment process.
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level of judgment.
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3.
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Obtained the group level goodwill impairment
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The key assumptions to the impairment testing model
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calculations including the carrying and recoverable value
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includes:
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of assets in each CGU.
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• Projected revenue growth, operating margins and
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4.
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Involved our specialists who evaluated the
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operating cash flows during the forecasted period,
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appropriateness of the model used and assessed the key
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• Long-term growth rate beyond explicit forecast period and in perpetuity; and
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assumptions of the cash flow forecasts including discount rates and terminal growth rates used; in consideration of current and estimated future economic conditions.
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• Discount rate used
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5.
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Compared previous forecasts to actual results to assess
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Due to the inherent uncertainty associated with these
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the historical accuracy of the forecasting process.
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assumptions and because of the materiality of the balance to the standalone financial statements of the Company, the matter is considered as a key audit matter.
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6.
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Analyzed the consistency of cash flow forecasts with estimates presented to the Board as part of the budgeting process.
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7.
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Assessed recoverable value headroom by performing sensitivity analysis of key assumptions.
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8.
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Traced the goodwill amounts to the impairment working performed on a CGU basis at the group level.
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9.
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Tested the arithmetic accuracy of the models
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10.
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Obtained and read the disclosures made in the standalone financial statements.
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Other Information
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor's report thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of the Management for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 37 to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except a) that the back-up of books of account and other books and papers in electronic mode has not been kept by the service provider in servers physically located in India on a daily basis during the current year as more fully explained in note 34 to the standalone financial statements; and b) for the matters stated in the paragraph i (vi) below on reporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated respectively in paragraph (b) above on reporting under Section 143(3)(b) of the Act and paragraph (i)(vi) below on reporting under Rule 11(g);
(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2026 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 28 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
iv. a) The management has represented
that, to the best of its knowledge and belief, as disclosed in the note 37 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in
The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Act.
As stated in note 9(a) to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
vi. Based on our examination which included test checks, and as explained in note 35 to the standalone financial statements, the Company has used accounting software for maintaining the books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the part which was enabled. Additionally, the audit trail of relevant prior years has been preserved by the company as per the statutory requirements for record retention, to the extent it was enabled and recorded in those respective years, as stated in note 35 to the standalone financial statements.
For S R B C & CO LLP
Chartered Accountants ICAI Firm Registration Number: 324982E/E300003
per Tridevlal Khandelwal
Partner
Membership Number: 501160 UDIN: 26501160ZQAUZB1320
Place of Signature: Ahmedabad Date: April 24, 2026
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