California Software Co. Ltd. — M&A Activity 2021

Dec 17, 2021

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

Email: investor@calsoftgroup.com www.calsoftgroup.com/www.calsof.com

December 15, 2021

To,

National Stock Exchange of India Limited

Symbol – CALSOFT Exchange Plaza, 5thFloor, Plot No. C/1, G Block, Bandra-Kurla Complex Bandra (East), Mumbai - 400 051

Dear Sir/Madam,

Subject: Clarification on your mail dated 08[th] December 2021, regarding acquisition of a majority stake in M/s Prasware Technologies Pvt Ltd.,

S. No	Clarification	Company’s Reply
1	Name of the target entity, details in brief such as size, turnover etc	M/s. Pratsware Technologies Pvt Ltd (CIN U74900GJ2015PTC085246), registered at Registrar of Companies, Ahmedabad, Mr. Pratik Malhotra is Managing Director. Registered office: A-404, Sai Srushti Apt., Palanpur Gam, 395009
2	Whether the acquisition would fall within related party transactions and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at arms length;	No
3	Industry to which the entity being acquired belongs;	IT INDUSTRTY / Software Industry
4	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	M/s. Pratsware Technologies Pvt Ltd owns botbaba, which is WhatsApp Chatbot Platform (https://botbaba.io) the most advanced and powerful WhatsApp Chatbot Platform available in the market. This acquisition makes Calsoft as global leadership in the sphere of e commerce and Point of Sale(PoS)solutions. This

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California Software Company Limited CIN: L72300TN1992PLC022135 Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096 Phone +91 94448 60882

Email: investor@calsoftgroup.com www.calsoftgroup.com/www.calsof.com

		acquisition makes Pratsware as Calsoft’s subsidiary. Calsoft will support Pratsware with a complete Software Solutions platform, analytics, predictive analytics, blockchain technology, payments technology and its global market reach across the world. Botbaba platform brings to customers an ordering experience which is unparalleled in the industry and gets the customers hooked to any store. It is much better and efficient than the traditional carousel based ordering systems often used in Chatbots. Botbaba platform currently manages over 5000 clients across various segments of customer engagement solutions, with over 1 million customers. It operates a rapidly growing network of merchants, partners and solutions.
5	Brief details of any governmental or regulatory approvals required for the acquisition;	As of now it is the preliminary stage the requirement to obtain approval does not arise. The company will obtain necessary approvals from Government or regulatory approvals if required duringthe course of transaction
6	Indicative time period for completion of the acquisition;	3 to 6 months
7	Cost of acquisition or the price at which the shares are acquired;	The Company as of now only entered into MoU and subject to satisfactory completion of all due diligence, reference checks, internal approvals of respective parties, the cost of acquisition will be decided at the later stage
8	Nature of consideration - whether cash consideration or share swap and details of the same;	As we are only in the negotiation stage the consideration stage are yet to be decided. It may involve Cash or party by cash or partlybyshare.
9	Percentage of shareholding / control acquired and / or number of shares acquired;	The negotiation is in process towards 51% stake in the company.
10	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief).	Background: M/s. Pratsware Technologies Pvt Ltd which owns botbaba, which is WhatsApp Chatbot Platform (https://botbaba.io) the most advanced and powerful WhatsApp Chatbot Platform available in the market. This acquisition makes Calsoft as global leadership in the sphere of e commerce and Point of Sale (PoS) solutions. This acquisition makes Pratsware as Calsoft’s subsidiary.

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

Email: investor@calsoftgroup.com www.calsoftgroup.com/www.calsof.com

Calsoft will support Pratsware with a complete Software Solutions platform, analytics, predictive analytics, blockchain technology, payments technology and its global market reach across the world. Botbaba platform brings to customers an ordering experience which is unparalleled in the industry and gets the customers hooked to any store. It is much better and efficient than the traditional carousel based ordering systems often used in Chatbots. Botbaba platform currently manages over 5000 clients across various segments of customer engagement solutions, with over 1 million customers. It operates a rapidly growing network of merchants, partners and solutions. Both companies will leverage each other’s strengths and magnify the growth of both companies, as Pratsware shall focus on business development, market development along with focus on deepening current customer relationships and Calsoft shall deliver the complete backend operational, technological, systems and product development and delivery, it thus executes one of its most significant strategies, settling for maximum growth in the long term. Turnover: FY 2020-21: INR 117.11 lakhs FY 2019-20: INR 80.18 lakhs FY 2018-19: INR 40.29 lakhs Country of the Entity : INDIA

Thanking You, Yours truly, For California Software Company Limited, Dr. Vasudevan Mahalingam Managing Director

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