Datamatics Global Services Limited — M&A Activity 2024

Apr 1, 2024

April 01, 2024

To, Corporate Communication Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeeboy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal street, Mumbai - 400 001. Bandra (East), Mumbai - 400 051. BSE Scrip Code : 532528 Symbol : DATAMATICS

Sub.: Outcome of Board Meeting

Ref: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing - Obligations and Disclosure Requirements) Regulations, 2015 Acquisition

Dear Sir/Madam,

With reference to the captioned subject, we would like to inform you that the Board of Directors of Datamatics Global Services Limited (“the Company”) at its meeting held today, has approved to enter into the Share Purchase Agreement, Shareholders Agreement and other agreements (“ Definitive Agreements ”) to acquire 100% of the shareholding of Dextara Digital Private Limited (“ Dextara ”), a private limited company incorporated in Hyderabad, Telangana, India (and also to indirectly acquire Dextara Digital (UK) Private Limited & Dextara Digital (USA) Inc., wholly owned subsidiaries of Dextara Digital Private Limited) through purchase of shares from its existing shareholders in one or more tranches over a period of two years in accordance with the terms of Definitive Agreements. The said acquisition is subject to the fulfilment of various terms and conditions as specified in the Definitive Agreements.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023 are provided in Annexure I, enclosed herewith.

The Meeting of the Board of Directors commenced at 11:00 A.M. and concluded at 11:47 A.M.

Kindly take the same on your records.

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT KUMAT Date: 2024.04.01 11:49:17 +05'30'

_______ Divya Kumat EVP, Chief Legal Officer and Company Secretary (FCS: 4611)

Encl: as above

DATAMATICS GLOBAL SERVICES LTD. Knowledge Centre, Plot 58, Street No. 17, MIDC, Andheri (East), Mumbai - 400 093. INDIA | Tel: +91 (22) 6102 0000/1/2 | Fax : +91 (22) 2834 3669 | CIN: L72200MH1987PLC045205 | business@datamatics.com | www.datamatics.com

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Annexure I

Disclosure under sub-para (1) i.e. Acquisition(s) (including agreement to acquire) of Para (A) of Part (A) of Schedule III to the Regulation 30 SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

Sr. No	Particulars
1	Name of the target entity, details in brief such as size, turnover etc.	Dextara Digital Private Limited (“Dextara” or “Target”) (CIN: U72501TG2019PTC136112) is engaged in the business of providing Salesforce Consulting, implementation, maintenance and support services. Indirect acquisition of Dextara Digital (UK) Private Limited & Dextara Digital (USA) Inc., wholly owned subsidiaries of Dextara Digital Private Limited. Turnover of Target: For the Financial Year 2023-24 the Turnover on Consolidated basis was INR 59.91 Crore (Estimated and unaudited). For the Financial Year 2022-23 the Turnover on Consolidated basis was INR 20.57 Crore (Audited).
2	Whether the acquisition would fall within related party transaction(s) 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 “arm’s length”	The acquisition does not fall within related party transactions. The promoter/ promoter group/group companies have no interest in the Target and its Subsidiaries.
3	Industry to which the entity being acquired belongs.	Salesforce Consulting, implementation, maintenance and support services.
4	Objects and impact 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).	The Dextara acquisition aligns with our growth strategy of focusing on hyper-scalers. Salesforce is one of the largest enterprise product companies in the world, with 95% of the fortune 100 companies using its platform. Dextara has been growing very rapidly, and in a short span of 4 year achieved the highest level of Summit (Platinum) partnership with Salesforce. The company has developed products such as Dextara CPQ, DXHealth+ and DXTemplates, which aligns with Datamatics’ strategy of growing more non-linear business. Along with deep Salesforce expertise and products, Dextara brings an extremely capable management team and a broad clientele that are

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of specific interest to us. The company has
worked on over 600 Salesforce projects for
more than 150 global customers. This
acquisition will enable Datamatics strengthens
its capabilities in, and convert its strong pipeline
of, Salesforce opportunities, as well as cross sell
its portfolio of services into the Dextara
customer base.
Post-acquisition Dextara will become
subsidiary of Datamatics Global Services
Limited and wholly owned subsidiary in two
years.
5 Brief details of any governmental or Not applicable.
regulatory approvals required for the
acquisition.
6 Indicative time period for completion of the Subject to fulfilment of terms and conditions as
acquisition. under the Definitive Agreements:
(i) Completion date for the first
tranche (80% of the shareholding) :
First Closing expected to occur on or
before April 30, 2024, subject to any
extension as per the terms of
Definitive Agreements.
(ii) Completion date for the second
tranche (10% of the shareholding) :
Second Closing expected to occur
between 12 (Twelve) and 14
(Fourteen) months after the First
Closing Date, subject to any extension
as per the terms of Definitive
Agreements.
(iii) Completion date for the third
tranche (10% of the shareholding) :
Third Closing expected to occur
between 12 (Twelve) and 14
(Fourteen) months after the Second
Closing Date, subject to any extension
as per the terms of Definitive
Agreements.
7 Consideration - whether cash consideration Cash Consideration in tranches.
or share swap or any other form and details
of the same.
8 Cost of acquisition and/or the price at which The total amount payable by the Company for
the shares are acquired. the Transaction (the “ Consideration ”) will be
INR 143,40,36,207 (Indian Rupees One
Hundred Forty Three Crore Forty Lakhs Thirty
Six Thousand Two Hundred and Seven) and
another up to maximum of INR 30,63,55,671
(Indian Rupees Thirty Crore Sixty Three Lakh
Fifty Five Thousand Six Hundred and Seventy
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		One) Contingent Consideration payable on the basis of achievement of certain business targets and milestones as detailed under the Definitive Agreements over a period of two years.
9	Percentage of shareholding / control acquired and / or number of shares acquired.	The Company has agreed to acquire 80% shareholding of the Target in the first tranche. Balance 20% shareholding of Target to be acquired over a period of two years from the completion of First Tranche, subject to any extension as per the terms of Definitive Agreements.
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: Dextara Digital Private Limited is engaged in the business of Salesforce Consulting, implementation, maintenance and support services. Date of Incorporation: October 16, 2019 The turnover from operations of the Target for the last four years is as follows: Consolidated Turnover of last 4 years: FY 2023-24: INR 59,90,73,251 (Estimated and unaudited). FY 2022-23: INR 20,57,39,853 FY 2021-22: INR 17,11,69,700 FY 2020-21: INR 8,75,53,759 Country in which acquired entity has presence: India, United States of America & United Kingdom.

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