Zensar Technologies : Communication to shareholders as per Reg 30

Dear Shareholder,

At the outset, we hope you are healthy and safe.

Pursuant to provisions of the Income Tax Act, 1961 (Act), as amended by the Finance Act 2020, dividends paid or distributed by a company on or after April 1, 2020, shall be taxable in the hands of the shareholders. The Company shall therefore be required to deduct tax at source at the time of making the payment of said dividend, at prescribed rates including applicable surcharge and cess, as notified from time to time.

This communication provides key details of applicable Tax Deduction at Source (TDS) provisions under the Act for Resident and Non-Resident shareholder categories.

All the shareholders are requested to ensure that their details with reference to valid Permanent Account Number (PAN), Residential status as per the Act i.e. Resident or Non-Resident as applicable for FY 2022-23, Category of their account as per the PAN, email/postal address, Bank Account Details are complete / updated, as applicable, with their account maintained with Depository Participant (in case of Shares held in dematerialised form) and in case of shares held in physical form, complete / updated with KFin Technologies Limited, the Company's Registrar & Share Transfer Agent ( "RTA / KFin").

Where sections 206AA and 206AB are applicable i.e. the specified person has not submitted the PAN as well as not filed the return; the tax shall be deducted at the higher rate between both the said sections.

The term 'specified person' is defined in sub section (3) of section 206AB who satisfies the following conditions:

• A person who has not filed the income tax return for two previous years immediately prior to the previous year in which tax is required to be deducted, for which the time limit of filing of return of income under section 139(1) of the Income Tax Act has expired; and
• The aggregate of TDS and TCS in such case is ₹ 50,000 or more in each of these two previous years.

The non-resident who does not have a permanent establishment in India, is excluded from the scope of a specified person. Company will check section 206AB compliance on functional portal of Income Tax Department.

A. For Resident Shareholders: -

Tax will be deducted at source ("TDS") under Section 194 of the Act @ 10% on the amount of dividend payable unless exempt under any of the provisions of the Act. However, in case of individuals, TDS would not apply if the aggregate of total dividend paid/payable to them by the Company during FY 2022-23 does not exceed Rs. 5,000. Tax deduction will be subject to the below requirements:

Where, the Permanent Account Number (PAN) is available and such PAN is valid / operative as per the provisions of the Act:

In accordance with Section 194 of the Act, tax shall be deducted at source from the dividend amount at rate of 10% where shareholders have registered their valid PAN with KFin and at rate of 20% for cases where the shareholders do not have PAN / have not registered their valid PAN. Further, the shareholders are also required to provide their Aadhaar number for verification. In case of failure to communicate or link Aadhaar with PAN, the PAN shall be treated as invalid in accordance with the proviso to Sec. 139AA (2) of the Income tax Act and TDS shall get attracted accordingly, if applicable.

Applicable TDS will be deducted unless exempt under the provisions of the Act and subject to furnishing of following self-certified documents:

1. Insurance companies: Documentary evidence that the provisions of section 194 of the Act are not applicable to them (self-attested by the competent authority with affixed stamp);
2. Mutual Funds: Documentary evidence to prove that the mutual fund is a mutual fund specified under clause (23D) of section 10 of the Act (declaration form is annexed in the below link);
3. Alternative Investment Fund (AIF) established in India: Self - declaration that its dividend income is not chargeable under the head 'Profit and Gains of Business or Profession' and exempt under section 10(23FBA) of the Act and they are established as Category I or Category II AIF under the SEBI regulations. (declaration form is annexed in the below link);
4. Entities Exempt under Section 10 of the Act: In case of resident non-individualshareholders, if the income is exempt under Income Tax Act, 1961, the authorized signatory shall submit the self-declarationduly signed with stamp affixed for the purpose of claiming exemption from tax deduction at source (declaration form is annexed in the below link);
5. Corporation established by or under a Central Act which is, under any law for the time being in force, exempt from income- tax on its income - Documentary evidence that the person is covered under section 196 of the Act;
6. Form 15G/15H in the case of eligible Resident shareholders: No tax shall be deducted in the case of a resident shareholder if the shareholder provides duly signed Form 15G (applicable to any person other than a Company or a Firm) or Form 15H (applicable to an individual above the age of 60 years), provided that all the prescribed eligibility conditions are met (declaration form is annexed in the below link).

Blank Form in respect of above stated Self declaration may be downloaded from the website of the RTA viz., https://ris.kfintech.com/form15Where a shareholder furnishes lower / nil withholding tax certificate under Section 197, TDS will be deducted as per the rates prescribed in such certificate.

1. For Non-Resident Shareholders:
2. 1. Tax is required to be withheld in accordance with the provisions of Section 195 of the Act at applicable rates in force. As per the provisions of the Act, the tax shall be withheld @ 20% (plus surcharge and cess, as applicable) on the amount of dividend payable
   2. As per section 90 of the Act, a non-resident shareholder has an option to be governed by the provisions of the Double Taxation Avoidance Agreement (DTAA) between India and the country of tax residence of the shareholder, if such DTAA provisions are more beneficial to such shareholder. To avail the DTAA benefits, the non-resident shareholder will have to compulsorily provide the following documents:
   3. 1. Copy of Permanent Account Number (PAN), if available.
      2. Self-attestedcopy of Tax Residency Certificate (TRC) issued by the tax authorities of the country of which shareholder is tax resident, evidencing and certifying shareholder's tax residency status during FY 2022-23.
      3. Electronically furnished Self Declaration in Form 10F, if PAN is obtained in India, otherwise manually signed Self Declaration in Form 10F.
      4. Self-declarationof having no taxable presence, fixed based or permanent establishment in India in accordance with the applicable Tax Treaty and Beneficial ownership by the non- resident shareholder.

The format of the documents referred to in point no. (c) and (d) above can be downloaded from the website of the RTA viz. https://ris.kfintech.com/form15

The Company will apply its sole discretion and is not obligated to apply the beneficial DTAA rates for tax deduction on dividend payable to shareholders. Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company of documents submitted by the Non- Resident shareholders.

1. Notwithstanding the above, tax shall be deducted at source/ withholding tax @20% (plus applicable surcharge and cess) on dividend paid to Foreign Institutional Investors ("FII") and Foreign Portfolio Investors ("FPI"). Such TDS/ withholding tax rate shall not be reduced on account of the application of the lower DTAA rate, if any.
2. Where a shareholder (other than FII and FPI as covered in Para B (3) above) of the Act furnishes valid lower / nil withholding tax certificate under Section 195 of the Act, TDS will be deducted as per the rates prescribed in such certificate.