Board of Zensar Technologies approves divestment of stake in PSI Holding Group Inc.

At meeting held on 19 October 2020

The Board of Directors of Zensar Technologies at its meeting held on 19 October 2020, has inter-alia consented and authorised its wholly owned subsidiary, Zensar Technologies Inc, being a material subsidiary of the Company, to divest 100 equity shares (being 100% of its equity shareholding) held by it in PSI Holding Group Inc. (proposed divestment). The same is approved by the Board of the subsidiary as detailed under:

Divestment of 100 equity shares (being 100% of its equity shareholding) of PSI Holding Group Inc. held by Zensar Technologies Inc., wholly owned subsidiary of the Company, to Service Express, LLC, by way of sale, transfer, assignment, disposal or otherwise, in one or more tranches, at such aggregate price comprising of USD 10 Million in cash on the closing date, subject to closing conditions and an additional deferred earnout of USD 5 Million based on performance, set out in the Stock Purchase Agreement (SPA) entered into with Service Express, LLC, USA on 19 October 2020, on such terms and conditions with such modification(s) and in such manner as may be deemed necessary by the Board (including any Committee thereof) of the Company and/or its subsidiary(ies).

PSI Holding Group Inc. is a wholly owned subsidiary of Zensar Technologies Inc. USA. Zensar Technologies IM, Inc. and Zensar Technologies IM BV are wholly owned subsidiary(ies) of PSI Holding Group Inc.

PSI Holding Group Inc. along with its subsidiaries is primarily engaged in Third Party Maintenance (TPM) business, which has been identified as non-core business. It is proposed to divest its investment in PSI Holding Group Inc. and its subsidiaries and consequently the TPM business. On such disposal, the estimated loss would be in the range of USD 11-13 million.

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