Kotak Mahindra Capital Company Ltd ("Manager to the Buyback") on behalf of Zensar Technologies Ltd ("Target Company"/ "Company") has issued this Public Announcement ("PA") to the Shareholders / Beneficial Owners of equity shares of the Target Company, in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, as amended.

The Target Company hereby announces the buy back ("Buyback") of 2,424,000 fully paid-up equity shares of the face value Rs. 10/- each ("Shares") from the existing owners of Shares of the Company through a tender offer, in accordance with Section 77A, 77AA, 77B of the Companies Act, 1956 ("Act"), the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended ("Regulations"), the relevant provisions of the Memorandum of Association and Articles of Association of the Company and subject to such other approvals, permissions and sanctions as may be necessary, at a price of Rs. 165/- per Share ("Buyback Price") payable in cash, for an aggregate amount of Rs. 399,960,000/- (Rupees Thirty Nine Crores Ninety Nine Lacs and Sixty Thousand only) ("Buyback Size"). The Buyback Size represents up to 16.01% of the aggregate of the Companys total paid-up equity share capital and free reserves as on March 31, 2009. The aggregate number of Shares to be bought back by the Company under the Buyback is 2,424,000, which is not more than 25% of the Companys total paid-up equity shares as on March 31, 2009, being the date of the last Audited Balance Sheet of the Company prior to the shareholder resolution dated September 29, 2009 approving the Buyback.

In terms of the Regulations, under tender offer route, the promoters have the option to participate in the Buyback. In this regard, promoter group companies have informed the Company vide their letter dated July 25, 2009 regarding their intention to participate in the Buyback. The extent of their participation in the Buyback has been detailed in clause 6.8 of this announcement (PA).

Pursuant to Section 77A, 77AA and 77B and other applicable provisions of the Act, the Regulations and in terms of Article 4 B of the Articles of Association of the Company, the Buyback through a tender offer has been duly authorised by:

- Resolutions passed by the Board of Directors of the Company at their meeting held on July 23, 2009, including constituting a committee of Board of Directors ("Buyback Committee") for this purpose.

- A special resolution passed by the shareholders of the Company by Postal Ballot, the results of which were announced on September 29, 2009.

- Resolutions passed by the Buyback Committee on October 01, 2009 and October 05, 2009.

Assuming that the entire amount of Rs. 399,960,000/- is utilized for the Buyback and the number of Shares tendered by promoter group in the Buyback is 2,424,000, the promoter holding in the Company would be in the range of 47.82% and 57.02% depending on the extent of Shares tendered by public shareholders as more fully set out in clause 13.3 of this Public Announcement.

Proposed Time Table:

The proposed timetable for the Buyback is given below.

Public Announcement of Buyback - October 13, 2009

Specified Date - October 30, 2009

Buyback Opens on - November 16, 2009

Last Date of Withdrawal - November 25, 2009

Buyback Closes on - November 30, 2009

Last Date of Verification - December 11, 2009

Last Date of Intimation Regarding Acceptance/ Non-Acceptance and Dispatch of consideration/ Share Certificates/Demat Instruction - December 14, 2009

Last Date of Extinguishment of Shares - December 17, 2009