Aurum PropTech Limited — Major Shareholding Notification 2020

Jul 29, 2020

July 29, 2020

The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai 400001 E-mail: corp.relations@bseindia.com

The Company Secretary Majesco Limited MNDC, MBP-P-136, Mahape, Navi Mumbai, Mumbai City, Maharashtra 400710 E-mail: Varika.Rastogi@majesco.com The Secretary National Stock Exchange of India Ltd. Exchange Plaza, 3rd Floor Plot No.3-1"G" Block, I.F.B. Centre, Bandra-Kurla-Complex, Bandra (East) Mumbai – 400 051 Email: takeover@nse.co.in

Dear Sir/ Madam,

Sub.: Disclosure in terms of Regulation 31(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")

This is to inform you that pursuant to a proposed offshore merger between Majesco, a company incorporated under the laws of California, the United States and a material subsidiary of Majesco Limited ("Target Company"), and Magic Merger Sub, Inc., (a corporation incorporated under the laws of Delaware, the United States) a wholly-owned subsidiary of Magic Intermediate, LLC, (a limited liability company incorporated under the laws of Delaware, the United States), certain members of the promoter and promoter group of the Target Company, namely, (1) Sudhakar Venkatraman Ram; (2) Ashank Desai; (3) Sundar Radhakrishnan; (4) Ram Family Trust-I (with Girija Ram in the capacity of the trustee thereof); (5) Girija Ram; (6) Ketan Mehta; (7) Usha Sundar; and (8) Rupa Ketan Mehta ("Specified Promoters"), have pursuant to and in accordance with the terms of the transaction documents, executed a non-disposal undertaking ("NDU"), in relation to their shareholding in the Target Company. The NDU is inapplicable to any transfer undertaken by the Specified Promoters pursuant to estate planning purposes and in accordance with the terms of the transaction documents.

The completion of the merger is subject to, inter alia, receipt of shareholder approvals and regulatory and statutory approvals. The merger is required to be completed by January 20, 2021, failing which the proposed merger shall be terminated, and the parties expect the merger to be completed on or before the end of 2020. The NDU shall be vacated upon earlier of the completion of the proposed merger under the transaction documents or the termination of the transaction documents.

In view of the above, please find enclosed the requisite disclosures under Regulation 31(1) of the Takeover Regulations read with SEBI's circular dated 7 August 2019 (circular no. SEBI/HO/CFD/DCR1/CIR/P/2019/90).

Kindly take the above on record.

Thanking you

_____________________________

Ketan Mehta

Encl.: as above

This PDF document was edited with Icecream PDF Editor. Upgrade to PRO to remove watermark.

			ANNEXURE–	II
			Disclosure of reasons for encumbrance
		(In addition to Annexure -		I prescribed by way of circular dated August 05, 2015)
Name of listed company(TC)			MajescoLimited
Name of the recognised stock exchanges where the shares of the company are listed			BSELimitedandNationalStockExchangeofIndiaLimited
Dateofreporting			July 28,2020
Names ofthepromoters orPAConwhosesharesencumbrancehasbeencreated/released/invoked			i.Sudhakar Venkatraman Ram
			ii.Ashank Desai
			iii.Sundar Radhakrishnan
		iv.Ram Family Trust(Girija Ram acting in capacity of the trustee thereof)
		v.Girija Ram
			vi.Ketan Mehta
		vii.Usha Sundar
			viii.Rupa Ketan Mehta(collectively, the "Specified Promoters")
Total promoter shareholding in the listed company			No. of shares:10,988,672
			% of total share capital:38.22%
Encumbered shares as a % of promoter shareholding			95.03%
Whether encumbered share is 50% or more of promoter shareholding			YES / NO
	Whether encumbered share is 20% or more of total share capital		YES / NO
				DETAILS OF ALL THE EXISTING EVENTS/ AGREEMENTS PERTAINING TO ENCUMBRANCE
		Encumbrance 1		Encumbrance 2	Encumbrance 3
		(Date of creation of encumbrance:10 August2018)		(Date of creation of encumbrance:	(Date of creation of encumbrance:
				18 December 2018)	20 July 2020)
Type of encumbrance (pledge, lien, negative lien, nondisposal undertaking etc. or any other covenant,transaction, condition or arrangement in the nature ofencumbrance)		Pledge		Pledge. Please refer to Note 1below.	Non-disposal undertaking. Please refer tothe NOTE 2below.
		No. of shares: 400,000		No. of shares: 50,000	No. of shares: 10,442,544
No. and % of shares encumbered		% of total share capital: 1.39%		% of total share capital: 0.17%	% of total share capital: 36.33%
	Nameoftheentity inwhosefavourshares encumbered (X)	EdelweissFinvestPrivateLimited		EdelweissFinvestPrivateLimited	Magic Intermediate, LLC. Please refer tothe NOTE 2below.
	Whether the entity X is a scheduled				YES /NO
Specificdetails abouttheencumbrance	commercial bank, publicfinancialinstitution, NBFC or housing financecompany? If No,provide the nature ofthe business of the entity.	YES /NO		YES /NO	Magic Intermediate LLC is an affiliate ofThoma Bravo LP, whichis a leading privateequityfirm focused on the software andtechnologyenabled services sectors.Please refer to the NOTE 2below.
	Names of all other entities in theagreement	Not applicable		Not applicable	i.Majesco Limitedii.Majesco
	Whether the encumbrance is relatingThis PDF document was edited with Icecream PDF Editor.	YES /NO		YES /NO	YES /NO. This disclosure is not being made
	toanydebtinstrumentsviz.Upgrade to PRO to remove watermark.	If yes,		If yes,	pursuant to a financing or a lending

	Debenture,commercialpaper,certificate of deposit etc.? If yes,provide details about the instrument,including credit rating	1. Name of the issuer: Not applicable2. Details of the debt instrument: Notapplicable3. Whether the debt instrument is listed onstock exchanges: Not applicable4. Credit Rating of the debt instrument: Notapplicable5. ISIN ofthe instrument: Not applicable	1.Name of the issuer: Not applicable2. Details of the debt instrument: Notapplicable3. Whether the debt instrument is listed onstock exchanges: Not applicable4. Credit Rating of the debt instrument: Notapplicable5. ISIN ofthe instrument: Not applicable	transaction of any nature whatsoever.Please refer to theNOTE 2below.
SecurityCover / AssetCover	Value of shares on the date of event /agreement (A)	INR 199,620,000	INR 225,630,000. Please refer to Note 1below.	Not applicable. This disclosure is not beingmade pursuant to a financing or a lendingtransaction of any nature whatsoever.Please refer to theNOTE 2below.
	Amount involved (against which shareshave been encumbered) (B)	INR 100,000,000	Not applicable. This disclosure is not beingmade pursuant to a financing or a lendingtransaction of any nature whatsoever.Please refer to theNOTE 2below.
	Ratio of A / B	1.996	2.256	Not applicable. This disclosure is not beingmade pursuant to a financing or a lendingtransaction of any nature whatsoever.Please refer to the NOTE 2below.
End use ofmoney	Borrowed amount to be utilized forwhat purpose –(a) Personal use by promotersand PACs(b) For the benefit of listed companyProvide details including amount,purpose of raising money by listedcompany, schedule for utilization ofamount, repayment schedule etc.(c) Any other reason (please specify)	Personal use by promoters and PACs	Personal use by promoters and PACs	Not applicable. This disclosure is not beingmade pursuant to a financing or a lendingtransaction of any nature whatsoever.Please refer to the NOTE 2below.

Note 1: Encumbrance 2 has been created as security for the existing overdraft facility in addition to the security provided under Encumbrance 1. The value of INR 225,630,000 refers to the aggregate value of 400,000 shares (which were pledged under Encumbrance 1) and 50,000 shares (which were pledged under Encumbrance 2).

Note 2: Pursuant to the proposed offshore merger between Majesco, a company incorporated under the laws of California, the United States and a material subsidiary of the Majesco Limited ("Target Company"), and Magic Merger Sub, Inc., (a corporation incorporated under the laws of Delaware, the United States) a wholly-owned subsidiary of Magic Intermediate, LLC, (a limited liability company incorporated under the laws of Delaware, the United States), the Specified Promoters have, pursuant to and in accordance with the terms of the transaction documents, executed a non-disposal undertaking ("NDU") in relation to their shareholding in the Target Company. The NDU is inapplicable to any transfer undertaken by the Specified Promoters pursuant to estate planning purposes and in accordance with the terms of the transaction documents.

This PDF document was edited with Icecream PDF Editor. Upgrade to PRO to remove watermark.

It is clarified that this disclosure is being made by way of abundant caution. Under the terms of the transaction documents, Magic Intermediate, LLC has no interest or claim in the shares or the voting rights that form the subject matter of the NDU. Any breach of the transaction documents, including any breach of or in relation to the NDU, will not entitle Magic Intermediate, LLC or any of its affiliates to appropriate any shares or voting rights that form the subject matter of the NDU. At no point in time will Magic Intermediate, LLC exercise any voting rights in the Target Company pursuant to the transaction documents or the NDU.

The completion of the merger is subject to, inter alia, receipt of shareholder approvals and regulatory and statutory approvals. The merger is required to be completed by January 20, 2021, failing which the proposed merger shall be terminated, and the parties expect the merger to be completed on or before the end of 2020. The NDU shall be vacated upon earlier of the completion of the proposed merger under the transaction documents or the termination of the transaction documents.

_____________________________________

Signature of the Authorized Signatory

Place: Texas, USA

Date: July 29, 2020

This PDF document was edited with Icecream PDF Editor. Upgrade to PRO to remove watermark.