November 16, 2023

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 NSE Code: DATAMATICS

Dear Sir/Ma’am,

Sub: Notice of Meeting of the Unsecured Creditors of Datamatics Global Services Limited (“the Company”) convened as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench

Ref: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Notice is hereby given in pursuance of sub-section (3) of section 230 of the Companies Act, 2013 and as directed by Hon’ble National Company Law Tribunal, Mumbai Bench vide its order dated June 22, 2023, to convene a meeting of the unsecured creditors of the Company (“Meeting”) through Video Conferencing or other Audio-Visual Means (“VC / OAVM”) on December 19, 2023 at 11:30 a.m. (IST) to consider and approve the proposed Scheme of Amalgamation for the merger of Delta Infosolutions Private Limited (“ Transferor Company ”) with and into Datamatics Global Services Limited (“ Transferee Company ”/ “ Company ”) and their respective Shareholders (“Scheme”) .

We hereby enclose a copy of the notice convening the Meeting along with the explanatory statement and other annexures which are being sent to the unsecured creditors of the Company (“Notice”) .

The Company shall provide the facility of remote e-voting and e-voting during the Meeting to the unsecured creditors of the Company in respect of the resolution to be passed at the Meeting. An unsecured creditor, whose name appears in the list of unsecured creditors of the company as on the cut off date i.e. December 31, 2022 shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting. The details for participating and attending the meeting through VC/OAVM and the manner in which unsecured creditor of the Company may cast their vote through remote e-voting or e-voting during the Meeting have been set out in the Notice.

Some of the important details regarding remote e-voting are provided below:

Cut-off date for determining the unsecured creditors entitled to vote	Saturday, December 31, 2022
Remote e-voting start date and time	Sunday, November 19, 2023 at 09.00 A.M. (IST)
Remote e-voting end date and time	Monday, December 18, 2023 at 05.00 P.M. (IST)
NCLT Meeting (Virtual)	Tuesday, December 19, 2023 at 11.30 A.M. (IST)

==> picture [44 x 44] intentionally omitted <==

The Notice, along with the explanatory statement and other annexures, is being sent through electronic mode to the unsecured creditor whose e-mail IDs are duly registered with the Company.

The Notice, along with its annexures, is also being made available on the website of the Company at www.datamatics.com and on the website of NSDL at www.evoting.nsdl.com.

We request you to kindly take the same on record.

Thanking you.

Yours faithfully,

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT KUMAT Date: 2023.11.16 12:38:59 +05'30'

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

Encl. a/a

Datamatics Global Services Limited

Regd. Off: Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri (E), Mumbai 400 093. Tel: +91-22-6102 0000/1/2 | Fax: +91-22-2834 3669 | CIN: L72200MH1987PLC045205 Website: www.datamatics.com | Email: [email protected]

NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF DATAMATICS GLOBAL SERVICES LIMITED (THE COMPANY) CONVENED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMABI BENCH

MEETING DETAILS:

Day	Tuesday
Date	December 19, 2023
Time	11.30 A.M. (IST)
Host Venue	Deemed Venue would beKnowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093
Mode	Video conference (VC) and/or other audio and visual means (OAVM)

REMOTE E-VOTING:

REMOTE E-VOTING:
Commencing on	Sunday, November 19, 2023 at 09.00 a.m. (IST)
Ending on	Monday, December 18, 2023 at 05.00 p.m. (IST)

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the unsecured creditors of the Company during the meeting.

	INDEX
Sl. No	Contents	Page No.
1.	Notice convening Meeting of Unsecured Creditors of Datamatics Global Services Limited ('the Company' or ‘the Second Petitioner Company) pursuant to the Order dated June 22, 2023 of the Hon’ble National Company Law Tribunal, Mumbai Bench.	4
2.	Explanatory Statement under Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013.	15

3.	Board Resolution approving the Scheme of Amalgamation.(ANNEXURE 1)	37
4.	Pre-scheme shareholding pattern of the First Petitioner Company /Transferor Company(ANNEXURE 2).	46
5.	Pre and post-scheme shareholding pattern of the Second Petitioner Company (ANNEXURE 3).	47
6.	Audited Financial Statements of the Petitioner Companies(Annexure 4 and Annexure 4A)	60
7.	Report of the Scheme adopted by the Board of Directors (ANNEXURE 5).	197
8.	Scheme of Amalgamation(ANNEXURE 6).	207
9.	Share Swap Ratio Report(ANNEXURE 7).	224
10.	Certificates from the Statutory Auditor of the Second Petitioner Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013(ANNEXURE 8).	237
11.	Abridged Prospectus for First Petitioner Company duly certified by Kunvarji Finstock Private Limited, a SEBI Registered Merchant Banker (Annexure 9).	240
12.	Observation Letters dated August 26, 2022, issued by BSE Limited (‘BSE’) and National Stock Exchange of India Ltd (“NSE”)(ANNEXURE 10).	257
13.	Complaint Report as filed with BSE and NSE by the Second Petitioner Company. (ANNEXURE 11)	263
14.	Copy of order dated June 22, 2023 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench.(ANNEXURE 12)	269
15.	Compliance Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Second Petitioner Company (ANNEXURE 13).	281

S/d-

Ms. Divya Kumat Chairperson for the Meeting of unsecured creditors of the Datamatics Global Services Limited Dated this 15[th] day of November 2023, at Mumbai.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH - III

AT MUMBAI

COMPANY SCHEME PETITION NO. C.P. (CAA) / 239 (MB) / 2023

CONNECTED WITH

COMPANY SCHEME APPLICATION NO. C.A. (CAA) / 50 (MB) / 2023

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 AND 232 OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF DELTA INFOSOLUTIONS PRIVATE LIMITED AND DATAMATICS GLOBAL SERVICES LIMITED

AND

IN THE MATTER OF THE SCHEME OF AMALGAMATION FOR MERGER OF DELTA INFOSOLUTIONS PRIVATE LIMITED WITH AND INTO DATAMATICS GLOBAL SERVICES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

DELTA INFOSOLUTIONS PRIVATE LIMITED

CIN: U72300MH1992PTC064911

KNOWLEDGE CENTRE, PLOT NO. 58, STREET NO. 17, MIDC, ANDHERI EAST, MUMBAI - 400093

…… FIRST PETITIONER COMPANY / TRANSFEROR COMPANY

DATAMATICS GLOBAL SERVICES LIMITED

CIN: L72200MH1987PLC045205

ADDRESS: KNOWLEDGE CENTRE, PLOT NO. 58, STREET NO. 17, MIDC, ANDHERI EAST, MUMBAI - 400093

… SECOND PETITIONER COMPANY / TRANSFEREE COMPANY / THE COMPANY

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

NOTICE CONVENING THE MEETING OF UNSECURED CREDITORS OF DATAMATICS GLOBAL SERVICES LIMITED

To,

The Unsecured Creditor Datamatics Global Services Limited.

Notice is hereby given that by an order dated June 22, 2023, the Mumbai Bench of National Company Law Tribunal (hereinafter referred as “ Tribunal ”), has directed the meeting of Unsecured Creditors of the Second Petitioner Company either to obtain consents from at least 90% of its unsecured creditors in value or convene a meeting for the purpose of considering, and if thought fit, approving with or without modification the Scheme of Amalgamation of Delta Infosolutions Private Limited with and into Datamatics Global Services Limited and their respective Shareholders ( “the Scheme” ). The Second Petitioner Company in this regard is convening the meeting of unsecured creditors outstanding as on December 31, 2022 to their approval. The Second Petitioner Company has already procured consents in writing from more than 90% in value of its unsecured creditors.
The Resolution to be submitted at the said meetings will read as follows:

“ RESOLVED THAT pursuant to Sections 230 and 232 of the Companies Act, 2013 (the Act) and Companies (Compromise, Arrangement and Amalgamation), Rule 2016 and the National Company Law Tribunal Rules 2016 (the Rules) and other applicable provisions, if any, of the Act and the Rules, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) from time to time, and subject to sanction by the Hon’ble National Company Law Tribunal Mumbai Bench and other requisite concerns and approvals, if any, being obtained and subject to such terms and conditions and modification(s) as may be imposed, prescribed or suggested by the Hon’ble Tribunal or other appropriate authorities, Scheme of Amalgamation for merger of Delta Infosolutions Private Limited with and into Datamatics Global Services Limited and their respective Shareholders (‘the Scheme’ or ‘this Scheme’) in terms of the draft laid before the meeting and initialled by the Chairman for the purpose of identification, be and is hereby approved.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to sign, seal and deliver all documents, agreements and deeds and perform all acts, matters and things and to take all such steps as may be necessary or desirable to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble Tribunal, or such other regulatory/statutory authorities while sanctioning the Scheme.”

TAKE FURTHER NOTICE THAT the voting rights of the Unsecured Creditors shall be in proportion to their outstanding amount in the Second Petitioner Company as on December 31, 2022.

TAKE FURTHER NOTICE THAT the Second Petitioner Company has appointed Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary of the Second Petitioner Company, failing whom, Mr. Sandeep Mantri, EVP and Chief Financial Officer of the Second Petitioner Company, failing whom, Mr. Vinay Aggarwal, Independent Director of the Second Petitioner Company as Chairperson/Chairman of the meeting of the unsecured creditors of Second Petitioner Company.

TAKE FURTHER NOTICE THAT the Second Petitioner Company has appointed Ms.. Isha Shah, Partner of Shah Patel & Associates [ACS no. A 35253 ], (COP no. 15201) as the Scrutinizer of the meeting.

Notice is hereby given that a meeting of the Unsecured Creditors of the Second Petitioner Company outstanding as on December 31, 2022 will be held on Tuesday, December 19, 2023 at 11.30 a.m. through video conference (VC) and/or other audio and visual means (OAVM) for the purpose of considering, and if thought fit, approving the proposed Scheme in compliance with the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by following the operating procedures referred to in relevant MCA Circulars and SEBI Circulars.
TAKE FURTHER NOTICE that in accordance with the said Order and provisions of Section 108 and other applicable provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘ Listing Regulations ’), the Company has engaged the services of National Securities Depository Limited (‘NSDL’ ) for the purpose of providing facility of remote e-voting prior to the Meeting and e-voting during the meeting through VC/OAVM. Accordingly, voting by unsecured creditors of the Company shall be carried out through (a) remote e-voting prior to the Meeting, and (b) e-voting during the Meeting through VC/OAVM.

TAKE FURTHER NOTICE that the unsecured creditors shall have the facility and option of voting through VC/ OAVM during the meeting and in addition to the same, the unsecured creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the meeting during the period commencing from 09.00 a.m. on Sunday, November 19, 2023 and ending at 05.00 p.m. on Monday, December 18, 2023. The voting rights of unsecured creditors shall be in proportion to the amount outstanding in the Second Petitioner Company as on December 31, 2022, being the cut-off Date (“ Cut-off Date ”). The unsecured creditors opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting through VC/OAVM during the Meeting.
TAKE FURTHER NOTICE that pursuant to the Order of the NCLT, the Company has exercised the option to convene the Meeting of unsecured creditors by VC/OAVM, and there is no requirement of appointment of proxies as per General Circular No. 14/2020 dated April 8, 2020. Accordingly, the facility of appointment of proxies by unsecured creditors under Section 105 of the Act will not be available for the said Meeting. However, in pursuance of Sections 112 and 113 of the Act read with Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is a creditor, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/ OAVM facility and e-voting during the Meeting provided an authority letter/ power of attorney by the Board of Directors or a certified copy of the resolution passed by its Board of Directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/ OAVM as its representative, who are authorized to vote is emailed to the Company at [email protected], the Scrutinizer at [email protected] with a copy marked to [email protected] not later than 48 (forty eight) hours before the time scheduled for holding the Meeting.
A copy of the Scheme, the Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Rules, along with the enclosures as indicated in the Index, are enclosed herewith. In compliance with the Order and the MCA and SEBI Circulars, the notice of this Meeting, together with the documents accompanying the same, is being sent through electronic mode to those unsecured creditors of the Second Petitioner Company, whose e-mail addresses are registered with the Company, and by registered post, speed post, courier and / or hand delivery to the unsecured creditors of the Company whose email addresses are not registered with the Company. A copy of this Notice and the accompanying documents will be hosted on the website of the Company at www.datamatics.com and will also be available on the website of BSE Limited (‘ BSE ’) at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com also on the website of NSDL at www.evoting.nsdl.com. A copy of the Scheme

along with the Notice and Explanatory Statement can be obtained free of charge, between 10.00 a.m. to 4.00 p.m. on any day (except Saturday, Sunday and public holidays) up to one day prior to the date of the Meeting from the Registered Office of the Company or by sending a request, along with details of your outstanding amount with the Company, by e-mail at [email protected] or [email protected].

In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the unsecured creditors only if the Scheme is approved by majority of persons representing three-fourth in value of the unsecured creditors of the Company as on 31[st] December 2022, voting through remote e-voting and e-voting facility made available during the Meeting through VC/ OAVM.
The Second Petitioner Company has appointed Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary of the Second Petitioner Company, failing whom, Mr. Sandeep Mantri, EVP and Chief Financial Officer of the Second Petitioner Company, failing whom, Mr. Vinay Aggarwal, Independent Director of the Second Petitioner Company as Chairperson/Chairman of the meeting and Ms.. Isha Shah, Partner of Shah Patel & Associates [ACS no. A35253], (COP no. 15201) as the Scrutinizer of the said meeting.
The above-mentioned Scheme, if approved by the unsecured creditors, will be subject to the subsequent approval of the Tribunal.

S/dMs. Divya Kumat

Chairperson for the Meeting of unsecured creditors of the

Datamatics Global Services Limited Dated this 15[th] day of November 2023, at Mumbai.

NOTES FOR MEETING OF UNSECURED CREDITORS OF THE COMPANY:

General instructions for accessing and participating in the Meeting through VC Facility and voting - through electronic means including Remote E voting:

Pursuant to the order dated June 22, 2023 in Company Application No. C.A. (CAA) / 50/MB/2023, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench, the meeting of the unsecured creditors of Second Petitioner Company is being convened on Tuesday, December 19, 2023 at 11:30 A.M. (IST) through VC/OAVM without the physical presence of the unsecured creditors at a common venue, at the option of the Second Petitioner Company and as per applicable procedure (with requisite modifications as may be required) referred to in MCA Circulars and SEBI Circulars for the purpose of considering, and if thought fit, approving the scheme, pursuant to the provisions of Sections 230 to 232, and other applicable provisions of the Act. In accordance with the MCA and SEBI Circulars, provisions of the Act and the Listing Regulations, the Meeting is being held through VC/ OAVM. As per the Order and MCA/SEBI Circulars, since the meeting is held through VC/OAVM, the deemed venue of the Meeting shall be registered office of the Company.
Only those unsecured creditors outstanding as on December 31, 2022 of the Second Petitioner Company can attend and vote at the meeting (either in person or by Authorised Representative). Although pursuant to the provisions of the Act, a unsecured creditor entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the company, but since this meeting is being held pursuant to the MCA/SEBI circulars through VC/OAVM, the requirement of physical attendance of unsecured creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the unsecured creditors will not be available for this meeting and hence the proxy form, attendance slip and route map of this meeting are not annexed to this notice.
The cut-off date to determine the eligibility to attend and vote by remote e-voting or e-voting through VC/OAVM during the Meeting shall be as per applicable law (“ Cut-off Date ”). The unsecured creditors outstanding as on December 31, 2022, shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting through VC/OAVM, as the case may be.
Only those unsecured creditors who will be present at the Meeting through VC/OAVM facility and have not cast their vote by remote e-voting prior to the Meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting. However, the unsecured creditors who have cast their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote again during the Meeting.

Each unsecured creditors can opt for only one mode of voting i.e. (a) remote e-voting prior to Meeting or (b) and e-voting through VC/OAVM during the Meeting as arranged by NSDL on behalf of the Company. If an unsecured creditors cast votes by both modes, then voting done through remote e-voting shall prevail. Once the vote on a resolution is cast, the unsecured creditor shall not be allowed to change the same subsequently or cast the vote again.
The Explanatory Statement pursuant to Sections 230(3), 232(1), 232(2) and Section 102 of the Act, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 setting out the material facts concerning the Special Business and details of the amalgamation is annexed hereto.
All the documents referred to in the accompanying notice and explanatory statement, shall be available for inspection through electronic mode, basis the request being sent on [email protected] or [email protected] and also available on the Company website at www.datamatics.com.
Unsecured creditors attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
The Quorum for the said meeting is as per section 103 of the Companies Act, 2013 . In case the requisite quorum is not present at the designated time, the meeting shall stand adjourned for half an hour and thereafter the persons present and voting, including authorised representatives, shall be deemed to constitute the quorum.
The Chairperson appointed for the are meeting are : Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary of Second Petitioner Company, failing whom, Mr. Sandeep Mantri, EVP and Chief Financial Officer of the Second Petitioner Company, failing whom, Mr. Vinay Aggarwal, Independent Director of the Second Petitioner Company as the Chairperson/Chairman of the said meeting and Ms. Isha Shah, Partner of Shah Patel & Associates [ACS no A35253], (COP no. 15201) appointed as the Scrutinizer, to scrutinize votes cast electronically through remote e-voting and e-voting through VC/OAVM during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by the Chairperson. The scrutinizer’s decision on the validity of the votes cast electronically shall be final.
The remote e-voting period commences on Sunday, November 19, 2023 at 09.00 a.m. and ending on Monday, December 18, 2023 at 05.00 p.m. During the remote e-voting period, unsecured creditors of the Company who are outstanding as on December 31, 2022, may cast their vote

electronically. The detailed instructions for joining the Meeting through VC/OAVM and process and manner of remote e-voting form part of this Notice.

The Notice convening the aforesaid meeting, day, date, place and time of the meeting, along with the Explanatory Statement amongst others, has been published through advertisement in the following newspapers, namely, (i) “Business Standard” in the English language; and (ii) “Nav-Shakti” in the Marathi language.
The notice along with all the annexures are being sent to all the unsecured creditors which are outstanding as on December 31, 2022.

14. DECLARATION OF RESULTS ON THE RESOLUTION

(i) The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favor and against the resolution and invalid votes, if any and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.
(ii) The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 30 (Thirty) working days from the conclusion of the Meeting. The results declared, along with the Scrutinizer’s Report, shall be displayed on the Company’s website at www.datamatics.com and on the website of NSDL at www.evoting.nsdl.com immediately after the results are declared. The Company shall also simultaneously forward the results along with the Scrutinizer’s Report to BSE Limited and National Stock Exchange of India Limited where the Company’s equity shares are listed.
(iii) Subject to the receipt of requisite majority of votes in favor of the scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on December 19, 2023.
A copy of the explanatory statement, the Scheme and other enclosures are enclosed and form part of this notice.

INFORMATION AND OTHER INSTRUCTIONS RELATING TO E-VOTING ARE AS UNDER:

A. INSTRUCTIONS RELATING TO E-VOTING:

i. Pursuant to the directions of the NCLT given in the NCLT order, the Company is providing its Unsecured Creditors the facility of casting votes using remote e-voting system as well as e-voting on the date of the Meeting in respect of the resolution proposed to be passed at the Meeting for which the Company has engaged the services of National Securities Depository Limited (NSDL). The Unsecured Creditors desiring to vote through electronic mode may refer to the detailed procedure on e-voting given hereinafter.

ii. An Unsecured Creditor, whose name appears in the list of Unsecured Creditors as on December 31, 2022 being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not an Unsecured Creditor as on cut-off date should treat this notice for information purpose only.
iii. The voting rights shall be in proportion to the outstanding amount due to the Company as on the Cut-off Date (specified in the Notice). The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company.
iv. The remote e-voting period will commence at 09:00 A.M. on Sunday, November 19, 2023 and will end at 05:00 P.M. on Monday, December 18, 2023. The remote e-voting shall not be allowed beyond 05:00 P.M. on December 18, 2023. At the end of remote e- voting, the remote e-voting module shall be disabled by NSDL for voting thereafter. Unsecured Creditors have the option to cast their vote on any of the resolutions using the remote e-voting facility, either during remote e-voting period or e-voting during the Meeting. Once the vote on a resolution is cast by an Unsecured Creditor, the Unsecured Creditor shall not be allowed to change it subsequently.
v. Unsecured creditors attending the Meeting who have not already cast their vote by remote e-voting shall be able to exercise their vote at the Meeting. The Unsecured Creditors who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.
vi. Ms. Isha Shah, Partner of Shah Patel & Associates [ACS no. A35253], (COP no. 15201) is appointed as the Scrutinizer to scrutinize the voting during the e-voting at the Meeting and remote e-voting process and ensure that the same is carried out in a fair and transparent manner.
vii. The Scrutinizer, after scrutinizing the votes cast during the Meeting and through remote evoting, will within 48 hours of conclusion of the Meeting, make a consolidated scrutinizer’s report and submit the same to the Chairperson of the Meeting. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company at www.datamatics.com and that of NSDL at www.evoting.nsdl.com, besides being displayed on the Notice Board of the Company at its Registered Office. The results shall simultaneously be communicated to the Stock Exchanges where the shares of the Company are listed.

B. PROCEDURE FOR E-VOTING:

The detailed procedure and manner for voting electronically on NSDL e-voting system are explained herein below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a personal computer or on a mobile phone.
Once the home page of e-voting system is launched, click on the icon “Login” which is available under “Shareholders/ Member / Creditor” section.

A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

4. The User ID and Password for casting your vote electronically and for attending the Meeting of Creditors through VC/ OAVM are given in the pdf file being enclosed in the mail from NSDL. Please note that the password to open the pdf file is the unique id mentioned in the mail.

The User ID and Password are sent to all the Unsecured Creditors whose email addresses are available with the Company.
An Unsecured Creditor who cannot retrieve or has not received the User ID and Password can go through the “Physical User Reset Password?” option available on www.evoting.nsdl.com.
Those Unsecured Creditors whose e-mail addresses are not available with the Company and as a result have not received the e-mail communication, may obtain the User ID and Password by writing to NSDL at [email protected]. Such Unsecured Creditor is requested to provide his / her / its name, address, PAN, mobile number and email address along with the request.
After entering your password, click on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-voting will open.

Details on Step 2: Cast your vote electronically on NSDL e-Voting system

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
After click on Active Voting Cycles, you will be able to see all the “EVEN” in which you are eligible to vote.
Select “EVEN” of the Company for which you wish to cast your vote.
Now you are ready for e-voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
If you face any problems/experience any difficulty or If you forgot your password please feel free to contact toll free number 022 - 48867000 / 022 – 24997000 or contact on email id [email protected]

C. PROCESS FOR THOSE UNSECURED CREDITORS WHOSE E‐MAIL IDS ARE NOT REGISTERED FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF EMAIL IDS FOR E‐VOTING ON THE RESOLUTIONS SET OUT IN THIS NOTICE:
a) Those Unsecured Creditors, who have not registered their email address with the Company and who wish to participate in the Meeting or cast their vote through remote E‐Voting or through the E‐Voting system during the Meeting, may obtain the login ID and password by sending scanned copy of the following documents to the Company at [email protected]
i. a signed request letter mentioning your name and complete address;
ii. self‐attested scanned copy of the PAN Card; and
iii. a self‐attested document supporting the address.
b) Alternatively, Unsecured Creditors may send an email request to [email protected] for obtaining User ID and Password by providing the details mentioned in point (a) above.

D. INSTRUCTIONS FOR E-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:

The procedure for e-voting at the Meeting is same as the procedure outlined above for remote e-voting.
Only those Unsecured Creditors, who are present in the Meeting through VC/OAVM and have not cast their vote through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available at the Meeting.
The Unsecured Creditors who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.
The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

E. PROCEDURE FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

a) Unsecured Creditors can attend the Meeting through VC / OAVM after following the steps for ‘Login to NSDL e-Voting system at https://www.evoting.nsdl.com/ as outlined above in the procedure for remote e-voting.
b) After successful login, Unsecured Creditors will be able to see the VC / OAVM link placed under ‘Join meeting’ menu against the Company’s name. Unsecured creditors are requested to click on the VC / OAVM link placed under ‘Join meeting’ menu.
c) Unsecured creditors can join the Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
d) Unsecured creditors are encouraged to join the Meeting through Laptops for better experience. Unsecured Creditors will be required to allow the camera and use internet with good speed to avoid any disturbance during the Meeting. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

e) Unsecured creditors who would like to express their views / ask questions during the Meeting may register themselves as speaker by sending their request on or before Tuesday, 12[th] December, 2023 (till 5:00 p.m. IST), mentioning their name, address, Permanent Account Number (PAN), mobile number and email address at [email protected] The Unsecured Creditors who do not wish to speak during the Meeting but have queries, may send their queries on or before Tuesday, 12[th] December, 2023 (till 5:00 p.m. IST) mentioning their name, address, Permanent Account Number (PAN), mobile number and email address at [email protected] These queries will be addressed by the Company suitably. The Company reserves the right to restrict number of questions and number of speakers, as appropriate for smooth conduct of Meeting. Unsecured creditors are requested to restrict their questions only to matters pertaining to the business set out in the Notice convening this Meeting.
f) Those Unsecured Creditors who have registered themselves as speaker will only be allowed to express their views / ask questions during the Meeting.

F. GENERAL GUIDELINES FOR UNSECURED CREDITORS:

Unsecured Creditors other than individuals are required to send a scanned copy (PDF / JPG format) of the relevant Board Resolution / appropriate authorisation, together with the attested specimen signature(s) of the authorized signatory(ies) who are authorized to vote, to the Scrutinizer via email at: [email protected], with a copy marked to [email protected]. They can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries relating to e-voting you may refer to the FAQs and e-voting user manual available at the download section of www.evoting.nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000 or send a request at [email protected].

S/dMs. Divya Kumat Chairperson for the Meeting of unsecured creditors of the Datamatics Global Services Limited Dated this 15[th] day of November 2023, at Mumbai.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,s MUMBAI BENCH - III

AT MUMBAI

COMPANY SCHEME PETITION NO. C.P. (CAA) / 239 (MB) / 2023

CONNECTED WITH

COMPANY SCHEME APPLICATION NO. C.A. (CAA) / 50 (MB) / 2023

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 AND 232 OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF DELTA INFOSOLUTIONS PRIVATE LIMITED AND DATAMATICS GLOBAL SERVICES LIMITED

AND

IN THE MATTER OF THE SCHEME OF AMALGAMATION FOR MERGER OF DELTA INFOSOLUTIONS PRIVATE LIMITED WITH AND INTO DATAMATICS GLOBAL SERVICES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

DELTA INFOSOLUTIONS PRIVATE LIMITED

CIN: U72300MH1992PTC064911

Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093

…… FIRST PETITIONER COMPANY / TRANSFEROR COMPANY

DATAMATICS GLOBAL SERVICES LIMITED

CIN: L72200MH1987PLC045205

Address: Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093

…… SECOND PETITIONER COMPANY / TRANSFEREE COMPANY / THE COMPANY

EXPLANATORY STATEMENT UNDER SECTION 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE CALLING THE MEETING OF UNSECURED CREDITORS OF DATAMATICS GLOBAL SERVICES LIMITED PURSUANT TO THE ORDER DATED JUNE 22, 2023 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH.

Pursuant to the Order dated June 22, 2023 passed by the NCLT, Mumbai Bench in the Company Scheme Application referred to hereinabove, meeting of unsecured creditors of the Second Petitioner Company is to be held on Tuesday, December 19, 2023 at 11.30 a.m. (IST) through Video conference and/or

other audio and visual means from Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093, for the purpose of considering and, if thought fit, approving with or without modification(s) Scheme of Amalgamation for merger of Delta Infosolutions Private Limited (‘DIPL’ or ‘the Transferor Company’ or ‘First Petitioner Company’) with and into Datamatics Global Services Limited (‘DGSL or ‘the Transferee Company’ or ‘Second Petitioner Company’) and their respective shareholders.

In this statement, Datamatics Global Services Limited is hereinafter referred to as “ Second Petitioner Company or Transferee Company ” or “the Company” and Delta Infosolutions Private Limited is hereinafter referred to as “ First Petitioner Company or Transferor Company ”.
The Board of Directors of the First Petitioner Company and Second Petitioner Company had approved the Scheme of Amalgamation at their respective Board Meetings held on March 4, 2022. The copy of Board Resolution is attached herewith as ANNEXURE 1.
The Scheme, inter alia , provides for the following:
I. Rationale for the Scheme:
- It is proposed to amalgamate the First Petitioner Company into the Second Petitioner Company by the Scheme, as a result of which the shareholders of the First Petitioner Company (including the promoter/ promoter group of the Second Petitioner Company would directly hold shares in the Second Petitioner Company, since it is envisaged that the following benefits would, inter alia, accrue to the Second Petitioner Company:
- a) The amalgamation will result in the promoters of the First Petitioner Company directly holding shares in the Second Petitioner Company, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers, in compliance with the Companies (Restriction of Layers) Rules, 2017, but also demonstrate the promoter group’s direct commitment to and engagement with the Second Petitioner Company;
- b) The amalgamation will enable the greater focus of the management on the business and facilitate in creating enhanced value for the Second Petitioner Company’s shareholders and allow a focused strategy in operations, which would be in the best interest of all its shareholders, creditors, and stakeholders;
- c) The promoter group of the Second Petitioner Company is desirous of streamlining its

holding in the Second Petitioner Company. As a step towards such rationalization, it is proposed to merge the First Petitioner Company into the Second Petitioner Company;

d) The promoters would continue to hold the same percentage of shares in the Second Petitioner Company, pre- and post-amalgamation. There would also be no change in the paid-up share capital and the financial position of the Second Petitioner Company. Pre-scheme shareholding pattern of the First Petitioner Company and Pre-scheme and Post scheme shareholding pattern of the Second Petitioner Company are attached herewith as ANNEXURE 2 AND 3.
e) Further, the Scheme also provides that the shareholders of the First Petitioner Company shall indemnify the Second Petitioner Company and keep the Second Petitioner Company indemnified for liability, claim, or demand, if any, which may devolve on the Second Petitioner Company on account of this amalgamation.

Accordingly, the Board of Directors of Petitioner Companies has formulated this Scheme for the transfer and vesting of the First Petitioner Company into the Second Petitioner Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).

Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Second Petitioner Company:
i. Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:
- Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the NCLT Convened Meeting.
ii. Details of the Second Petitioner Company, Datamatics Global Services Limited :
- (a) Date of Incorporation: 3[rd] November 1987.
- (b) Corporate Identification Number (CIN) : L72200MH1987PLC045205.
- (c) Permanent Account Number : (PAN): AAACD4471B.
- (d) Type of Company: Listed public limited company.
- (e) Change of Name : The Second Petitioner Company was incorporated as Interface Software Resources Private Limited. The name of the Second Petitioner Company was changed to Datamatics Technologies Private Limited on December 18, 1992. On January 14, 1999, the Second Petitioner Company became a deemed public company, under the provisions of section 43A of the Companies Act, 1956. The members of the

Second Petitioner Company passed a resolution on December 27, 1999, to convert the Second Petitioner Company to a public company. By a certificate dated January 13, 2000, the name of the Second Petitioner Company was changed from Datamatics Technologies Private Limited to Datamatics Technologies Limited. The name of the Second Petitioner Company was changed to its current name Datamatics Global Services Limited under a High Court order dated December 17, 2008.

(f) Registered Office : Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093.
(g) Email Address: [email protected]
(h) Name of the stock exchange(s) where securities of the company are listed: Equity shares of the Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Ltd (“ NSE ”).
(i) Summary of the main objects as per the Memorandum of Association and main business carried on by Second Petitioner Company:

The objects for which the Second Petitioner Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III(A) of the Memorandum of Association are as hereunder:

“The objects for which the Company is established are:

“III (A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:

I. To carry on the trade or business of providing complete data center, Data entry/ conversion, data processing services on block time or shared time, self-service or operator assisted basis, technical and management consultancy services in all areas of computers, computer oriented systems, computer programming, facilities management, telecommunications, software publishing and information technology for business, industrial and general purpose requirement on turnkey basis or otherwise in domestic markets and fore exports.
II. To carry on the business of conducting research on and developing, improving, designing, marketing, selling, licensing and maintenance of software and program products in packages and to orders, relating to accounting, statistical, scientific or mathematical information and reports in domestic markets and for exports.

Clause III(B)(19) of the Memorandum of Association of the Second Petitioner Company which contain provisions for amalgamations and arrangements, are reproduced herein below:

To amalgamate, enter into partnership or into any agreement for sharing of profits, amalgamation, union or interest, co-operation, joint adventures reciprocal concession or otherwise with any person, firm or company having similar objects and carrying on or engaged in or about to carry on any business or transaction which may seem capable of being carried on or concluded.

(j) Details of change of name, registered office and objects of Second Petitioner Company during the last five years:
(i) Change of Name: There has been no change in name for the last five years.
(ii) Change of Registered Office: There has been no change of registered office for the last five years.
(iii) Change of objects: There has been no change of objects for the last five years.
(k) The authorized, issued, subscribed and paid-up share capital of the Second Petitioner Company as on March 31, 2023 is as under:

Petitioner Company as on March 31, 2023 is as under:
Share Capital	Amount (Rupees)
Authorized Share Capital 10,52,00,000 equity shares of Rs. 5 each 4,55,50,000 Redeemable Preference shares of Rs. 10 each	52,60,00,000 45,55,00,000
TOTAL	98,15,00,000
Issued, subscribed, and paid-up Share Capital 5,89,49,337 equity shares of Rs. 5 each	29,47,46,685
TOTAL	29,47,46,685

Subsequent to the above date, there has been a change in the authorized, issued, subscribed and paid-up share capital of the Second Petitioner Company.

The authorized, issued, subscribed and paid-up share capital of the Second Petitioner Company as on September 30, 2023 is as under

titioner Company as on September 30, 2023 is as under
Share Capital	Amount (Rupees)
Authorized Share Capital 10,52,00,000 equity shares of Rs. 5 each 4,55,50,000 Redeemable Preference shares of Rs. 10 each	52,60,00,000 45,55,00,000
TOTAL	98,15,00,000
Issued, subscribed, and paid-up Share Capital 5,90,04,030 equity shares of Rs. 5 each	29,50,20,150
TOTAL	29,50,20,150

(l) A summary of the assets and liabilities of the Second Petitioner Company as per

the Audited Balance Sheet as on 31 March 2023 are as follows:

Liabilities	Amount as on 31st March 2023 (in crores)	Assets	Amount as on 31st March 2023 (in crores)
Share capital	29.48	Non-Current Assets	398.04
Other Equity	738.02	Current Assets	483.45
Non- Current liabilities	29.28	Asset for Sale	22.81
Current liabilities	107.52
Total	904.30	Total	904.30

(m) Audited financial statements of the Petitioner Companies are Annexed herewith as ANNEXURE 4. Further Provisional Financials of the Petitioner Companies as on September 30, 2023 is attached herewith as Annexure 4A
(n) Names of the Promoters and Directors of the Second Petitioner Company along with their addresses:
i. The details of the promoters of the Second Petitioner Company are as follows:

Sr. No	Name of Promoter/Promoter Group	Category	Address
1	Dr. Lalit Surajmal Kanodia	Promoter	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400030.
2	Mrs. Asha Lalit Kanodia	Promoter	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400025.
3	Mr. Sameer Lalit Kanodia	Promoter Group	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400025.
4	Mrs. Shubhlakshmi Dani	Promoter Group	Home Villa, 48 Krishna Sanghi Path, Gamdevi, Mumbai – 400007.
5	Mrs. Priyadarshini Kanodia	Promoter Group	2102 and 2202, Vivarea, Tower A, Sane Guruji Marg, Mahalaxmi East, Near Jacob Circle Mumbai – 400011.
6	Yogendra Kanodia HUF	Promoter Group	Datamatics Business

			Solutions Limited, Plot No B 5, Part B, Cross Road B, MIDC, Andheri (East), Mumbai 400093.
7	Mr. Rahul Lalit Kanodia	Promoter Group	2102 and 2202, Vivarea, Tower A, Sane Guruji Marg, Mahalaxmi East, Near Jacob Circle Mumbai – 400011.
8	Mrs. Chandravati S Kanodia	Promoter Group	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400025.
9	Lalit S. Kanodia HUF – 2	Promoter Group	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400025.
10	Mrs. Amrita Vidur Bhogilal	Promoter Group	B 10 Sea Face Park, 50 Bhulabhai Desai Road, Cumballa Hill, Mumbai 400026.
11	Mrs. Aneesha Aditya Dalmia	Promoter Group	B-72, Greater Kailash 1, Delhi 110048.
12	Mrs. Rashmi Yogendra Kanodia	Promoter Group	Samudra Tarang, Keluskar Road,

			Shivaji Park, Dadar(W), Mumbai – 400 028.
13	Delta Infosolutions Private Limited	Promoter	Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai – 400093.

ii. The details of the Directors of the Second Petitioner Company are as follows:

Sr. No	Name of Director	Designation	Address
1	Dr. Lalit Surajmal Kanodia	Chairman & Whole-time Director	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400030.
2	Mr. Sameer Lalit Kanodia	Non- Executive Director	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400025.
3	Mr. Vinay Mulkhraj Aggarwal	Independent Director	Block 5A Shyam Niwas Flat No. 6 Gr Floor, 51 Bhulabhai Desai Road Cumballa Hill, Mumbai – 400026.
4	Mr. Rahul Lalit Kanodia	Whole-time Director & CEO	2102 and 2202, Vivarea, Tower A, Sane Guruji Marg, Mahalaxmi East, Near Jacob Circle Mumbai – 400011.

5	Mr. Dilip Digambar Dandekar	Independent Director	701, A- Wing, Kalpak Gulistan, 9-A Perry Cross Road, Off Turner Road, Bandra (West) Mumbai – 400050.
6	Mrs. Mona Mukund Bhide	Independent Director	1301, Phoenix Tower, B Wing, Senapati Bapat Marg, Lower Parel (West) Mumbai 400013.

(o) The date of the Board Meeting of the Second Petitioner Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:
i. The Board of Directors of Second Petitioner Company approved the Scheme at its meeting dated March 4, 2022. Details of the manner in which the Directors of Second Petitioner Company voted at this meeting are as follows:

S. No.	Name of Director	Voted in favor/ against/ abstained

1.	Dr. Lalit Surajmal Kanodia	In favour
2.	Mr. Sameer Lalit Kanodia	In favour
3.	Mr. Vinay Mulkhraj Aggarwal	In favour
4.	Mr. Rahul Lalit Kanodia	In favour
5.	Mr. Dilip Digambar Dandekar	In favour
6.	Mrs. Mona Mukund Bhide	In favour

Note: Leave of absence was granted to Mrs. Asha Kanodia, Non-Executive Director for the above board meeting.

(p) None of the Directors, the Key Managerial Personnel of Second Petitioner Company and their respective Relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the First Petitioner Company or Second Petitioner Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the First and Second Petitioner Company (as applicable). The details of the shareholding of Directors and

Key Managerial Personnel of Second Petitioner Company as on date of Notice is as follows:

S. No.	Name	Designation	No. of shares held	No. of shares
			in Second	held in First
			Petitioner	Petitioner
			Company	Company
1.	Dr. Lalit Surajmal Kanodia	Chairman & Whole-time Director	16,39,765	40,000
2.	Mr. Sameer Lalit Kanodia	Non-Executive Director	20,44,875	40,000
3.	Mr. Vinay Mulkhraj Aggarwal	Independent Director	Nil	Nil
4.	Mr. Rahul Lalit Kanodia	Whole-time Director & CEO	209	Nil
5.	Mr. Dilip Digambar Dandekar	Independent Director	Nil	Nil
6.	Mrs. Mona Mukund Bhide	Independent Director	Nil	Nil
7.	Ms. Divya Kumat	Company Secretary	3,890	Nil
8.	Mr. Sandeep Mantri	Chief Financial Officer	Nil	Nil

(q) As on December 31, 2022, the Second Petitioner Company has no Secured Creditors. The Second Petitioner Company has 67 unsecured creditors as on December 31, 2022 and amount due to such Unsecured Creditors is Rs. 5,71,67,276 as on December 31, 2022.

(r) Disclosure about the effect of the compromise or amalgamation on:

Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/Directors of the Company is given in the report adopted by the Board of Directors of Second Petitioner Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached asANNEXURE 5to this Statement.
Promoters
Non-Promoter Shareholders
Key Managerial Personnel (KMP)
Directors


Depositors	There are no depositors. Not Applicable.
Creditors	No arrangement or compromise with creditors.
Debenture holders	There are no debenture holders in the Second Petitioner Company. Hence this is not applicable.
Deposit trustee and debenture trustee	There is no deposit trustee or debenture trustee in the Second Petitioner Company. Hence this is not applicable.
Employees of the Company	Employees will continue to be the Employees of Second Petitioner company, without any break or interruption in service as a result of the merger.

  - (s) The Scheme is filed with the Registrar of Companies on July 5, 2023.

  - (t) There are no material investigations or proceedings pending against the Second Petitioner Company or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for First Petitioner Company
(a) Details of First Petitioner Company i.e., Delta Infosolutions Private Limited :
(b) Date of Incorporation: January 17, 1992.
(c) Corporate Identification Number (CIN) : U72300MH1992PTC064911.
(d) Permanent Account Number (PAN): AAACD3760B.
(e) Type of Company: Private Limited Company.
(f) Change of Name: The First Petitioner Company incorporated as a private limited company under the name and style of Delta Share Services Private Limited in the State of Maharashtra on 17th January 1992 vide Corporate Identity Number U72300MH1992PTC064911. Thereafter, its name was changed to its current name, Delta Infosolutions Private Limited, on December 14, 1998.
(g) Registered Office : Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093.
(h) Email Address : [email protected]
(i) Name of the stock exchange(s) where securities of the company are listed : N/A.
(j) Summary of the main objects as per the Memorandum of Association and main business carried on by First Petitioner Company :

The objects for which the First Petitioner Company has been established are set out in its

Memorandum of Association. The relevant object clauses as set out in Clause III(A) of the

Memorandum of Association are as hereunder:

“The objects for which the Company is established are:

“THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY

ON ITS INCORPORATION:

I. To carry on the business of processing both manual as well as with use of Data Processing Equipment and Computers, of Financial Instruments like shares, debentures, bonds issued by Private and Public Sectors Companies, Financial Institutions, Commercial Banks, Government and Semi-Government Bodies, Local Authorities and such other Bodies and to act and carry on the business of Registrar and Transfer Agents, and to perform all such services associated with such business.
II. To carry on the business of manufacturing, development and marketing of information technology products and services, software and hardware systems and to design, develop, create, produce, compile, convert, alter, operate, write, test, record, print and document and to buy, sell, import export, exchange, let on hire, lease, licence or otherwise deal in, whether as principals or as agents, software systems, packages, programmes and information technology products, electronic products and services required for or by different organisations, industries, businesses or individuals. III (B) (8) of the Memorandum of Association of the First Petitioner Company which contain provisions for amalgamations and arrangements, are reproduced herein below:

To acquire or amalgamate with any other company whose objects are or include objects, similar to those of this Company whether by sale or purchase (for fully or partly paid-up share of otherwise or the undertaking subject to liabilities of this or any such other company as aforesaid, with or without winding up or by sale or purchase (of fully or partly paid-up shares or otherwise) all shares or stock of this or any such other company aforesaid or by partnership or in any other manner.

(k) Details of change of name, registered office and objects of First Petitioner Company during the last five years:
(a) Change of Name: There has been no change in name for the last five years.
(b) Change of Registered Office : No change in registered office of First Petitioner Company for the last five years.
(c) Change of objects : There has been no change of objects for the last five years.
(l) The authorized, issued, subscribed and paid-up share capital of the First Petitioner Company as on January 31, 2022 is as under:

Share Capital	Amount (Rupees)
Authorized Share Capital 600,000 equity shares of Re. 1 each 650,000 Redeemable Preference shares of Re. 1 each	6,00,000 6,50,000
TOTAL	12,50,000
Issued, subscribed, and paid up Share Capital 1,20,000 equity shares of Re. 1 each	1,20,000
TOTAL	1,20,000

Subsequent to the above date, there has been no change in the authorized, issued, subscribed and paid-up share capital of the First Petitioner Company.

(m) A summary of the assets and liabilities of the First Petitioner Company as per the

Audited Balance Sheet as on 31 March 2023 are as follows:

Liabilities	Amount as on 31st March 2023 (in Millions)	Assets	Amount as on 31st March 2023 (in Millions)
Share capital	0.12	Non-Current Assets	178.94
Other Equity	178.89	Current Assets	0.10
Non-Current liabilities	-	-	-
Current liabilities	0.03	-	-
Total	179.04	Total	179.04

(n) Names of the Promoters and Directors of the First Petitioner Company along with their addresses:

(i). The details of the promoters of the First Petitioner Company are as follows:

Sr. No	Name of Promoter/Promoter Group	Category	Address
1	Dr. Lalit Surajmal Kanodia	Promoter	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400030.

2	Mr. Sameer Lalit Kanodia	Promoter	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400025.
3	Vikrant Trust	Promoter	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400025.

(ii) The details of the Directors of the First Petitioner Company are as follows:

Sr. No	Name of Director	Designation	Address
1	Dr. Lalit Surajmal Kanodia	Director	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400030.
2	Mr. Rahul Lalit Kanodia	Director	2102 and 2202, Vivarea, Tower A, Sane Guruji Marg, Mahalaxmi East, Near Jacob Circle Mumbai – 400011.
3	Mr. Sameer Lalit Kanodia	Director	1201 Red Rose Apartments, 44 Pochkhanwala Road Worli Sea Face, Prabhadevi, Mumbai – 400025.

(o) The date of the Board Meeting of the First Petitioner Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:
i. The Board of Directors of First Petitioner Company approved the Scheme at its meeting held on March 4, 2022. Details of the manner in which the Directors of First Petitioner Company voted at this meeting are as follows:

S. No.	Name of Director	Voted in favor/ against/ abstained
1.	Dr. Lalit Surajmal Kanodia	In favour
2.	Mr. Rahul Lalit Kanodia	In favor
3.	Mr. Sameer Lalit Kanodia	In favor

(p) None of the Directors, the Key Managerial Personnel of First Petitioner Company and their respective Relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the First Petitioner Company or Second Petitioner Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the First and Second Petitioner Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of First Petitioner Company as on date of Notice is as follows:

S. No.	Name	Designation	No. of shares held	No. of shares
			in Second	held in First
			Petitioner	Petitioner
			Company	Company
1.	Dr. Lalit Surajmal Kanodia	Director	16,39,765	40,000
2.	Mr. Sameer Lalit Kanodia	Director	20,44,875	40,000
3.	Mr. Rahul Lalit Kanodia	Director	209	Nil

(q) As on December 31, 2022, the First Petitioner Company has no Secured Creditors. The First Petitioner Company has no unsecured creditors as on December 31, 2022.
(r) Disclosure about the effect of the compromise or amalgamation on:

Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/Directors of the Company is given in the report adopted by the Board of Directors of First Petitioner Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached as ANNEXURE 5to this Statement.
Promoters
Non-Promoter Shareholders
Key Managerial Personnel (KMP)
Directors
Depositors	There are no depositors. Not Applicable.
Creditors	No compromise or arrangement with creditors.
Debenture holders	There are no debenture holders in the First Petitioner Company. Hence this is not applicable.
Deposit trustee and debenture trustee	There is no deposit trustee or debenture trustee in the First Petitioner Company. Hence this is not applicable.
Employees of the Company	Employees, if any will continue to be the Employees of

Second Petitioner Company, without any break or interruption in service as a result of the merger.

(s) The Scheme is filed with the Registrar of Companies on July 5, 2023
(t) There are no material investigations or proceedings pending against the First Petitioner Company or its Directors under as per the terms of Section 230(2)(a) of Companies Act, 2013.
Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:
Relationship between the Companies : First Petitioner Company, is the promoter of Second Petitioner Company, holding 54.45% of the total equity shares in the Second Petitioner Company.
“ Appointed Date ” means April 1, 2021; or such other date as may be approved by the NCLT for the purpose of this Scheme;
“ Effective Date ” means the dates on which the Order of the NCLT sanctioning the Scheme of Amalgamation is filed with the Registrar of Company, Mumbai, Maharashtra State by the respective companies. Any references in this Scheme to the date of “coming into effect of this scheme” or “effectiveness of this scheme” or “Scheme taking effect” shall mean the Effective Date;
“Record Date” shall mean the date to be fixed by the Board of Directors of the Second Petitioner Company for the purpose of issue of shares of the Second Petitioner Company to the shareholders of the First Petitioner Company.

8. Consideration for the Amalgamation: Extract of clause 10.1 is pasted below in italics:

10.1. Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company with and into the Transferee Company, the Transferee Company shall, without any further application or deed and without any further payment, issue and allot to all the equity shareholders of the Transferor Company (whose names appear in the register of members as on the Record Date) an equal number of equity shares as the equity shares held by the Transferor Company in the Transferee Company in the following manner:
‘3,20,98,742 fully paid equity shares of INR 5/- each of DGSL to be issued and allotted to

the Equity Shareholders of Delta, in proportion to their holdings in Delta in the event of amalgamation of Delta into DGSL’.

9. Rationale and benefits of the Scheme as perceived by the Board of Directors of the Company:

Rationale for the Scheme:

It is proposed to amalgamate the First Petitioner Company into the Second Petitioner Company by the Scheme, as a result of which the shareholders of the First Petitioner Company (including the promoter/ promoter group of the Second Petitioner Company) would directly hold shares in the Second Petitioner Company, since it is envisaged that the following benefits would, inter alia, accrue to the Second Petitioner Company:

a) The amalgamation will result in the promoters of the First Petitioner Company directly holding shares in the Second Petitioner Company, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group’s direct commitment to and engagement with the Second Petitioner Company;
b) The amalgamation will enable greater focus of the management on the business and facilitate in creating enhanced value for the Second Petitioner Company’s shareholders and allow a focused strategy in operations, which would be in the best interest of all its shareholders, creditors, and stakeholders;
c) The promoter group of the Second Petitioner Company is desirous of streamlining its holding in the Second Petitioner Company. As a step towards such rationalization, it is proposed to merge the First Petitioner Company into the Second Petitioner Company;
d) The promoters would continue to hold the same percentage of shares in the Second Petitioner Company, pre and post-amalgamation. There would also be no change in the paid-up share capital and the financial position of the Second Petitioner Company.
e) Further, the Scheme also provides that the shareholders of the First Petitioner Company shall indemnify the Second Petitioner Company and keep the Second Petitioner Company indemnified for liability, claim, or demand, if any, which may devolve on the Second Petitioner Company on account of this amalgamation.

Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). Copy of Scheme is attached herewith as ANNEXURE 6

10. Summary of the Valuation Report and Fairness Opinion:

The valuation report was issued by RV Shreyansh M. Jain (Registered Valuer Registration No. IBBI/RV/03/2019/12124) describing, inter alia, the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the proposed Scheme. In the Valuation Report, the valuer has stated that upon the Scheme being effective and in consideration of transfer and vesting of the Undertaking (as defined under the Scheme) from the First Petitioner Company to the Second Petitioner Company in terms of the Scheme, Second Petitioner Company shall issue and allot equity shares to the shareholders of the First Petitioner Company in accordance with the Share Exchange Ratio. Upon merger 3,20,98,742 fully paid equity shares of INR 5/- each of Second Petitioner Company to be issued and allotted to the Equity Shareholders of First Petitioner Company, in proportion to their holdings in First Petitioner Company in the event of amalgamation of First Petitioner Company into Second Petitioner Company. In compliance with Para (A)(2)(d) of Part I of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020, as amended and updated by SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“ SEBI Scheme Circular ”), a Fairness Opinion dated 4[th] March, 2022 issued by Kunvarji Finstock Private Limited, stating that the Valuation Report is fair and reasonable. The recommendation of the Share Exchange Ratio has been approved by the Audit Committee and Board of Directors of the First and Second Petitioner Company. Valuation Report is attached herewith as “ ANNEXURE 7”.

11. Detail of capital restructuring

As an integral part of the Scheme, and upon the coming into effect of the Scheme and with deemed effect from the Appointed Date, the Authorized share capital of First Petitioner Company shall be merged with the Authorized share capital of Second Petitioner Company. (Refer Clause 12 of the Scheme of Amalgamation).

12. Detail of debt restructuring:

There shall be no debt restructuring of the First and Second Petitioner Company pursuant to the Scheme.

Inspection of the following documents may be taken at the Registered Office of the First and Second Petitioner Company on any working day (except Saturday, Sunday and Public Holiday) prior to the date of the meeting between 10.00 A.M. to 4.00 P.M. An advance notice should be

given by e-mail to the Company at [email protected] if it is desired to obtain copies of the Notice from the Registered Office of the Company. Alternatively, a request for obtaining an electronic/ soft copy of the Notice and Explanatory Statement may be made by writing an email to [email protected]:

(a) Order dated June 22, 2023 passed by the Hon’ble Tribunal in Company Application No C.A. (CAA) 50/MB/2023 ;
(b) Copy of the Scheme of Amalgamation;
(c) Independent valuation report, dated March 4, 2022 issued by RV Shreyansh M. Jain (Registered Valuer Registration No. IBBI/RV/03/2019/12124), describing, inter alia , the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the proposed Amalgamation;
(d) Fairness Opinion dated March 4, 2022 issued by Kunvarji Finstock Private Limited stating that the Valuation Report is fair and reasonable;
(e) The certificates issued by the statutory auditors of the Second Petitioner Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act is attached herewith as ANNEXURE 8 ;
(f) Contracts or agreements material to the scheme: There has been no contracts or agreements material to the scheme. Hence, not applicable;
(g) Memorandum and Articles of Associations of the Petitioner Companies;
(h) Latest Annual Report of the Companies;
(i) Copy of the Audit Committee Report dated March 4, 2022 of the Second Petitioner Company;
(j) Copy of the resolution passed by the Board of Directors of the First and Second Petitioner Company dated March 4, 2022, approving the Scheme;
(k) Observation letters dated August 26, 2022 issued by BSE Limited and National Stock Exchange of India Limited to the Second Petitioner Company;

(l) Copy of the report adopted by the Board of Directors of the First Petitioner Company and Second Petitioner Company as per the provisions of Section 232(2) (c) of the Act.
(m) Abridged Prospectus for First Petitioner Company duly certified by Kunvarji Finstock Private Limited, a SEBI Registered Merchant Banker ( ANNEXURE 9 ).
Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme :
(i) In terms of Regulation 37 of the Listing Regulations, BSE and NSE, by its letter, dated August 26, 2022, have issued its no objection to the Scheme. Copy of the said observation letter dated August 26, 2022 as received from BSE and NSE are enclosed as ANNEXURE 10 .
(ii) As required by the SEBI Scheme Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the Company has filed its Complaint reports dated April 19, 2022 and May 16, 2022 with BSE and Complaint reports May 16, 2022 with NSE. Copy of the said Complaint reports filed by the Company is enclosed as ANNEXURE 11.
(iii) The Scheme was filed by the Petitioner Companies with the Mumbai Bench of the NCLT on February 18, 2023. The Hon’ble NCLT, Mumbai Bench has passed first motion order on June 22, 2023. Copy of Order is attached herewith as ANNEXURE 12.
(iv) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.
- Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016:
Undertaking of the Amalgamating Company means all the Assets and Liabilities of the First Petitioner Company and Second Petitioner Company: Refer Clause 7 of the Scheme of Amalgamation.
In the opinion of the Board, the said scheme will be of advantage and beneficial to the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable.
This statement may be treated as an Explanatory Statement under Section 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6(3) of the Rules.
After the Scheme is approved by the unsecured creditors of Second Petitioner Company, it will be further subject to the approval by the Hon'ble National Company Law Tribunal Mumbai Bench.

Sd/-

Compliance Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Second Petitioner Company is attached herewith as ANNEXURE 13.

Ms. Divya Kumat

Chairperson

for the Meeting of unsecured creditors of the

Datamatics Global Services Limited

Dated this 15[th] day of November, 2023 at Mumbai.

Registered Office:

Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai – 400093.

Annexure - 1

ANNEXURE -2

PRE-SCHEME EQUITY SHAREHOLDING PATTERN OF DELTA INFOSOLUTIONS PRIVATE LIMITED (‘TRANSFEROR COMPANY’)

==> picture [411 x 120] intentionally omitted <==

----- Start of picture text -----

Sr. No. Name of equity shareholder No. of equity % Holding
shares (FV INR 1
each)
1. Dr. Lalit S Kanodia
40,000 33.33%
2. Mr. Sameer L Kanodia 40,000 33.33%
3. Vikrant Trust
40,000 33.33%
TOTAL 1,20,000 100.00%
----- End of picture text -----

For Delta Infosolutions Private Limited

LALIT Digitally signed by LALIT SURAJMAL SURAJMAL KANODIA Date: 2023.11.10 11:35:59 KANODIA +05'30'

_____

Dr. Lalit S. Kanodia Director DIN: 00008050

Date:10[th] November, 2023 Place: Mumbai

“Annexure -3”

SHAREHOLDING OF THE PROMOTERS OF THE DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) PRE SCHEME AS ON SEPTEMBER 30, 2023.

Sr.No	Name of Promoter	Number of Shares Held	Percentage of Equity Share Capital
1	Lalit Surajmal Kanodia	16,39,765	2.78%
2	Asha Lalit Kanodia	13,79,522	2.34%
3	Sameer Lalit Kanodia	20,44,875	3.47%
4	Shubhlakshmi Dani	17,80,000	3.02%
5	Priyadarshini Kanodia	2,49,852	0.42%
6	Yogendra Kanodia HUF	1,475	0.00%
7	Rahul Lalit Kanodia	209	0.00%
8	Chandravati S Kanodia	36	0.00%
9	Lalit S. Kanodia HUF – 2	0	0.00%
10	Amrita Vidur Bhogilal	0	0.00%
11	Aneesha Aditya Dalmia	0	0.00%
12	Rashmi Yogendra Kanodia	8,600	0.01%
13	Delta Infosolutions Private Limited	3,20,98,742	54.45%
Total		3,92,03,076	66.50%

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT Date: 2023.11.10 KUMAT 11:13:57 +05'30'

Divya Kumat EVP, Chief Legal Officer and Company Secretary

Place: Mumbai

Date: November 10, 2023

SHAREHOLDING OF THE PROMOTERS OF THE DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE

Sr.No	Name of Promoter	Number of Shares Held	Percentage of Equity Share Capital
1	Lalit Surajmal Kanodia	1,23,38,276	20.93%
2	Asha Lalit Kanodia	13,79,522	2.34%
3	Sameer Lalit Kanodia	1,27,43,386	21.62%
4	Shubhlakshmi Dani	17,80,000	3.02%
5	Priyadarshini Kanodia	2,49,852	0.42%
6	Yogendra Kanodia HUF	1,475	0.00%
7	Rahul Lalit Kanodia	209	0.00%
8	Chandravati S Kanodia	36	0.00%
9	Lalit S. Kanodia HUF - 2	0	0.00%
10	Amrita Vidur Bhogilal	0	0.00%
11	Aneesha Aditya Dalmia	0	0.00%
12	Rashmi Yogendra Kanodia	8,600	0.01%
13	Vikrant Trust (Lalit Surajmal Kanodia, Priyadarshini Kanodia, Rahul Kanodia - Trustees)	1,07,01,720	18.15%
Total		3,92,03,076	66.50%

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT Date: 2023.11.10 KUMAT 11:45:51 +05'30'

Divya Kumat EVP, Chief Legal Officer and Company Secretary

Place: Mumbai Date: November 10,2023.

Name of Listed Entity : DATAMATICS GLOBAL SERVICES LIMITED Script Code and name : NSE - DATAMGLOB , BSE - 532528 Shareholding pattern filed under Reg. 31(1)(b)

SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') PRE SCHEME AS ON SEPTEMBER 30, 2023

The Listed Entity is required to submit the following declaration to the extend of submission of information

			Promoter and Promoter		Non Promoter Non
			Group	Public	Public
Sr.	No.	Particulars	Yes/No	Yes/No	Yes/No
1		Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2		Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
		Whether the Listed Entity has any shares against which depository receipts
3		are issued?	NO	NO	NO
4		Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
		Whether any shares held by promoters are pledged or otherwise
5		encumbered?	NO	NA	NA
6		Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO

Table I - Summary Statement holding of specified securities Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED

==> picture [747 x 131] intentionally omitted <==

Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') PRE SCHEME AS ON SEPTEMBER 30, 2023

==> picture [742 x 274] intentionally omitted <==

Table III - Statement showing Shareholding Pattern of the Public shareholder Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') PRE SCHEME AS ON SEPTEMBER 30, 2023

==> picture [743 x 459] intentionally omitted <==

----- Start of picture text -----

Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') PRE SCHEME AS ON SEPTEMBER 30, 2023
Category and Name PAN No. of No. of fully Partly Nos. of shares Total Nos. Shareholding Number of voting Rights held in No of shares Total Shareholding Number of Number of shares Number of Sub-categorization of shares
of the (II) shareh paid up paid-up underlying shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity (XV)
shareholders olders equity shares equity Depository held as per (IX) outstanding full conversion shares encumbered shares held Shareholding (No. of shares) under
(I) (III) held shares Receipts (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in Sub- Sub- Sub-
(IV) held (VI) IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of dematerializ category category category
(V) (A+B+C2) X Y Total (including percentage of (a) total shares (a) total shares ed form (i) (ii) (iii)
(VIII) voting warrants) diluted share held (Not held (XIV)
rights (X) capital) (b) applicable) (b)
(XI) (Not
Applicable)
1 Institutions (Domestic)
(a) Mutual Funds 2 135537 0 0 135537 0.23 135537 0 135537 0.23 0 0 0 0.00 0 0.00 135537 0 0 0
(b) Venture Capital Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Alternate Investment Funds 2 58114 0 0 58114 0.10 58114 0 58114 0.10 0 0 0 0.00 0 0.00 58114 0 0 0
(d) Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(e) Insurance Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(f) Provident Funds / Pension Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g) Asset Reconstruction Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(h) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(i) NBFCs registered with RBI 1 1790 0 0 1790 0.00 1790 0 1790 0.00 0 0 0 0.00 0 0.00 1790 0 0 0
(j) Other Financial Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(k) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Qualified Institutional Buyer 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(1) 5 195441 0 0 195441 0.33 195441 0 195441 0.33 0 0 0 0.00 0 0.00 195441 0 0 0
2 Institutions (Foreign)
(a) Foreign Direct Investment 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Foreign Venture Capital Investors 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(d) Foreign Portfolio Investors Category I 46 1509037 0 0 1509037 2.56 1509037 0 1509037 2.56 0 0 0 0.00 0 0.00 1509037 0 0 0
(e) Foreign Portfolio Investors Category II 3 339266 0 0 339266 0.58 339266 0 339266 0.58 0 0 0 0.00 0 0.00 339266 0 0 0
(f) Overseas Depositories (holding
DRs)(balancing figure) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(i) FII 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(ii) Foreign Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(iii) Foreign Portfolio Investors Category III 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(iv) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(2) 49 1848303 0 0 1848303 3.14 1848303 0 1848303 3.14 0 0 0 0.00 0 0.00 1848303 0 0 0
3 Central Government/State Government(s)
(a)
Central Government / President of India 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) State Government / Governor 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Shareholding by Companies or Bodies
Corporate where Central / State
Government is a promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(d) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
OTHERS/OTHERS Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(3) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.0000 0.0000 0.0000
4 Non-institutions
(a) Associate companies / Subsidiaries 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Directors and their relatives (excluding
independent directors and nominee
directors) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Key Managerial Personnel 1 200 0 0 200 0.00 200 0 200 0.00 0 0 0 0.00 0 0.00 200 0 0 0
(d) Relatives of promoters (other than
immediate relatives of promoters disclosed
under 'Promoter and Promoter Group'
category) 1 5000 0 0 5000 0.01 5000 0 5000 0.01 0 0 0 0.00 0 0.00 5000 0 0 0
(e) Trusts where any person belonging to
'Promoter and Promoter Group' category
is'trustee', 'beneficiary', or 'author of the
trust' 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(f) Investor Education and Protection Fund
(IEPF) 1 82234 0 0 82234 0.14 0 0 0 0.00 0 0 0 0.00 0 0.00 82234 0 0 0
(g) Resident Individuals holding nominal share
capital up to Rs. 2 lakhs 41001 7177715 0 0 7177715 12.18 7177715 0 7177715 12.19 0 0 0 0.00 0 0.00 7112185 0 0 0
(h) Resident Individuals holding nominal share
capital in excess of Rs. 2 lakhs 18 3689011 0 0 3689011 6.26 3689011 0 3689011 6.27 0 0 0 0.00 0 0.00 3689011 0 0 0
SHAUNAK JAGDISH SHAH AAQPS1939J 0 999149 0 0 999149 1.69 999149 0 999149 1.70 0 0 0 0.00 0 0.00 999149 0 0 0
JAGDISH AMRITLAL SHAH AAJPS1641L 0 800000 0 0 800000 1.36 800000 0 800000 1.36 0 0 0 0.00 0 0.00 800000 0 0 0
(i) Non Resident Indians (NRIs) 893 407678 0 0 407678 0.69 407678 0 407678 0.69 0 0 0 0.00 0 0.00 407678 0 0 0
(j) Foreign National 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(k) Foreign Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(l) Bodies Corporate 209 5888039 0 0 5888039 9.99 5888039 0 5888039 10.00 0 0 0 0.00 0 0.00 5888039 0 0 0
UNIVERSAL TRUSTEES PRIVATE AAJTA4500C 0 4600000 0 0 4600000 7.80 4600000 0 4600000 7.81 0 0 0 0.00 0 0.00 4600000 0 0 0
(m) Any Other (specify) 781 452640 0 0 452640 0.77 452640 0 452640 0.77 0 0 0 0.00 0 0.00 452640 0 0 0
----- End of picture text -----

==> picture [743 x 57] intentionally omitted <==

----- Start of picture text -----

(m)(i) Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(ii) HUF 780 452557 0 0 452557 0.77 452557 0 452557 0.77 0 0 0 0.00 0 0.00 452557
(m)(iii) Clearing Member 1 83 0 0 83 0.00 83 0 83 0.00 0 0 0 0.00 0 0.00 83 0 0 0
(m)(iv) Unclaimed Shares 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(v) Foreign Govt. 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(vi) Not Mapped 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(vii) Escrow Demat A/C 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(4) 42905 17702517 0 0 17702517 30.03 17620283 0 17620283 29.93 0 0 0 0.00 0 0.00 17636987 0.0000 0.0000 0.0000
Total Public Shareholding
(B)=(B)(1)+(B)(2)+(B)(3)+(B)(4) 42959 19746261 0 0 19746261 33.50 19664027 0 19664027 33.40 0 0 0 0.00 0 0.00 19680731 0.0000 0.0000 0.0000
----- End of picture text -----

Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') PRE SCHEME AS ON SEPTEMBER 30, 2023

==> picture [741 x 120] intentionally omitted <==

Name of Listed Entity : DATAMATICS GLOBAL SERVICES LIMITED Script Code and name : NSE - DATAMGLOB , BSE - 532528 Shareholding pattern filed under Reg. 31(1)(b)

SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFREE COMPANY') AFTER THE SCHEME BECOMES EFFECTIVE

The Listed Entity is required to submit the following declaration to the extend of submission of information

			Promoter and Promoter		Non Promoter Non
			Group	Public	Public
Sr.	No.	Particulars	Yes/No	Yes/No	Yes/No
1		Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2		Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
		Whether the Listed Entity has any shares against which depository receipts
3		are issued?	NO	NO	NO
4		Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
		Whether any shares held by promoters are pledged or otherwise
5		encumbered?	NO	NA	NA
6		Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO

Table I - Summary Statement holding of specified securities Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') AFTER THE SCHEME BECOMES EFFECTIVE

==> picture [740 x 127] intentionally omitted <==

Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') AFTER THE SCHEME BECOMES EFFECTIVE

==> picture [747 x 326] intentionally omitted <==

Table III - Statement showing Shareholding Pattern of the Public shareholder Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') AFTER THE SCHEME BECOMES EFFECTIVE

==> picture [648 x 449] intentionally omitted <==

----- Start of picture text -----

Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') AFTER THE SCHEME BECOMES EFFECTIVE
Category and Name PAN No. of No. of fully Partly Nos. of shares Total Nos. Shareholding Number of voting Rights held in No of shares Total Shareholding Number of Number of shares Number of Sub-categorization of shares
of the (II) shareh paid up paid-up underlying shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity (XV)
shareholders olders equity shares equity Depository held as per (IX) outstanding full conversion shares encumbered shares held Shareholding (No. of shares) under
(I) (III) held shares Receipts (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in Sub- Sub- Sub-
(IV) held (VI) IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of dematerializ category category category
(V) (A+B+C2) X Y Total (including percentage of (a) total shares (a) total shares ed form (i) (ii) (iii)
(VIII) voting warrants) diluted share held (Not held (XIV)
rights (X) capital) (b) applicable) (b)
(XI) (Not
Applicable)
1 Institutions (Domestic)
(a) Mutual Funds 2 135537 0 0 135537 0.23 135537 0 135537 0.23 0 0 0 0.00 0 0.00 135537 0 0 0
(b) Venture Capital Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Alternate Investment Funds 2 58114 0 0 58114 0.10 58114 0 58114 0.10 0 0 0 0.00 0 0.00 58114 0 0 0
(d) Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(e) Insurance Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(f) Provident Funds / Pension Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g) Asset Reconstruction Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(h) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(i) NBFCs registered with RBI 1 1790 0 0 1790 0.00 1790 0 1790 0.00 0 0 0 0.00 0 0.00 1790 0 0 0
(j) Other Financial Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(k) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Qualified Institutional Buyer 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(1) 5 195441 0 0 195441 0.33 195441 0 195441 0.33 0 0 0 0.00 0 0.00 195441 0 0 0
2 Institutions (Foreign)
(a) Foreign Direct Investment 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Foreign Venture Capital Investors 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(d) Foreign Portfolio Investors Category I 46 1509037 0 0 1509037 2.56 1509037 0 1509037 2.56 0 0 0 0.00 0 0.00 1509037 0 0 0
(e) Foreign Portfolio Investors Category II 3 339266 0 0 339266 0.58 339266 0 339266 0.58 0 0 0 0.00 0 0.00 339266 0 0 0
(f) Overseas Depositories (holding
DRs)(balancing figure) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(i) FII 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(ii) Foreign Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(iii) Foreign Portfolio Investors Category III 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(iv) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(2) 49 1848303 0 0 1848303 3.14 1848303 0 1848303 3.14 0 0 0 0.00 0 0.00 1848303 0 0 0
3 Central Government/State Government(s)
(a)
Central Government / President of India 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) State Government / Governor 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Shareholding by Companies or Bodies
Corporate where Central / State
Government is a promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(d) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
OTHERS/OTHERS Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(3) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.0000 0.0000 0.0000
4 Non-institutions
(a) Associate companies / Subsidiaries 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Directors and their relatives (excluding
independent directors and nominee
directors) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Key Managerial Personnel 1 200 0 0 200 0.00 200 0 200 0.00 0 0 0 0.00 0 0.00 200 0 0 0
(d) Relatives of promoters (other than
immediate relatives of promoters
disclosed under 'Promoter and Promoter
Group' category) 1 5000 0 0 5000 0.01 5000 0 5000 0.01 0 0 0 0.00 0 0.00 5000 0 0 0
(e) Trusts where any person belonging to
'Promoter and Promoter Group' category
is'trustee', 'beneficiary', or 'author of the
trust' 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(f) Investor Education and Protection Fund
(IEPF) 1 82234 0 0 82234 0.14 0 0 0 0.00 0 0 0 0.00 0 0.00 82234 0 0 0
(g) Resident Individuals holding nominal
share capital up to Rs. 2 lakhs 41001 7177715 0 0 7177715 12.18 7177715 0 7177715 12.19 0 0 0 0.00 0 0.00 7112185 0 0 0
(h) Resident Individuals holding nominal
share capital in excess of Rs. 2 lakhs 18 3689011 0 0 3689011 6.26 3689011 0 3689011 6.27 0 0 0 0.00 0 0.00 3689011 0 0 0
SHAUNAK JAGDISH SHAH AAQPS1939J 0 999149 0 0 999149 1.69 999149 0 999149 1.70 0 0 0 0.00 0 0.00 999149 0 0 0
JAGDISH AMRITLAL SHAH AAJPS1641L 0 800000 0 0 800000 1.36 800000 0 800000 1.36 0 0 0 0.00 0 0.00 800000 0 0 0
(i) Non Resident Indians (NRIs) 893 407678 0 0 407678 0.69 407678 0 407678 0.69 0 0 0 0.00 0 0.00 407678 0 0 0
(j) Foreign National 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(k) Foreign Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(l) Bodies Corporate 209 5888039 0 0 5888039 9.99 5888039 0 5888039 10.00 0 0 0 0.00 0 0.00 5888039 0 0 0
UNIVERSAL TRUSTEES PRIVATE AAJTA4500C 0 4600000 0 0 4600000 7.80 4600000 0 4600000 7.81 0 0 0 0.00 0 0.00 4600000 0 0 0
(m) Any Other (specify) 781 452640 0 0 452640 0.77 452640 0 452640 0.77 0 0 0 0.00 0 0.00 452640 0 0 0
(m)(i) Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(ii) HUF 780 452557 0 0 452557 0.77 452557 0 452557 0.77 0 0 0 0.00 0 0.00 452557
(m)(iii) Clearing Member 1 83 0 0 83 0.00 83 0 83 0.00 0 0 0 0.00 0 0.00 83 0 0 0
(m)(iv) Unclaimed Shares 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(v) Foreign Govt. 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(vi) Not Mapped 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(vii) Escrow Demat A/C 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(4) 42905 17702517 0 0 17702517 30.03 17620283 0 17620283 29.93 0 0 0 0.00 0 0.00 17636987 0.0000 0.0000 0.0000
Total Public Shareholding
(B)=(B)(1)+(B)(2)+(B)(3)+(B)(4) 42959 19746261 0 0 19746261 33.50 19664027 0 19664027 33.40 0 0 0 0.00 0 0.00 19680731 0.0000 0.0000 0.0000
----- End of picture text -----

Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED Quarter ended: 30.09.2023 SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') AFTER THE SCHEME BECOMES EFFECTIVE

==> picture [741 x 126] intentionally omitted <==

----- Start of picture text -----

Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
Quarter ended: 30.09.2023
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED ('TRANSFEREE COMPANY') AFTER THE SCHEME BECOMES EFFECTIVE
Face Value 5.00
Category and Name PAN No. of No. of fully Partly Nos. of shares Total Nos. Shareholding Number of voting Rights held in No of shares Total Shareholding Number of Number of shares Number of
of the (II) shareh paid up paid-up underlying shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity
shareholders olders equity shares equity Depository held as per (IX) outstanding full conversion shares encumbered shares held
(I) (III) held shares Receipts (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in
(IV) held (VI) IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of dematerializ
(V) (A+B+C2) X Y Total (including percentage of (a) total shares (a) total shares ed form
(VIII) voting warrants) diluted share held (Not held (XIV)
rights (X) capital) (b) Applicable) (b)
(XI) (Not
Applicable)
(C1) Custodian/ DR Holder 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(C2) Welfare Trust under SEBI (Share Based
Employee Benefits and Sweat Equity)
Regulations, 2021 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
Total Non-Promoter-Non Public
Shareholding (C) = (C)(1)+(C)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
----- End of picture text -----

Annexure - 4

100

101

102

103

104

105

106

107

108

109

110

==> picture [285 x 35] intentionally omitted <==

==> picture [489 x 592] intentionally omitted <==

==> picture [85 x 56] intentionally omitted <==

111

==> picture [287 x 38] intentionally omitted <==

112

==> picture [285 x 37] intentionally omitted <==

113

==> picture [285 x 38] intentionally omitted <==

114

==> picture [285 x 38] intentionally omitted <==

115

==> picture [285 x 38] intentionally omitted <==

116

==> picture [285 x 38] intentionally omitted <==

117

==> picture [287 x 38] intentionally omitted <==

118

==> picture [285 x 38] intentionally omitted <==

119

==> picture [285 x 38] intentionally omitted <==

120

==> picture [285 x 38] intentionally omitted <==

121

==> picture [285 x 37] intentionally omitted <==

122

==> picture [285 x 38] intentionally omitted <==

123

==> picture [285 x 39] intentionally omitted <==

124

==> picture [285 x 38] intentionally omitted <==

125

==> picture [331 x 699] intentionally omitted <==

==> picture [158 x 37] intentionally omitted <==

126

==> picture [378 x 706] intentionally omitted <==

127

==> picture [343 x 731] intentionally omitted <==

128

==> picture [527 x 652] intentionally omitted <==

129

==> picture [456 x 655] intentionally omitted <==

==> picture [86 x 54] intentionally omitted <==

130

==> picture [456 x 582] intentionally omitted <==

==> picture [99 x 100] intentionally omitted <==

131

==> picture [456 x 626] intentionally omitted <==

==> picture [99 x 99] intentionally omitted <==

132

==> picture [456 x 638] intentionally omitted <==

==> picture [86 x 55] intentionally omitted <==

133

==> picture [456 x 646] intentionally omitted <==

==> picture [86 x 56] intentionally omitted <==

134

==> picture [456 x 641] intentionally omitted <==

==> picture [86 x 55] intentionally omitted <==

135

==> picture [456 x 640] intentionally omitted <==

==> picture [83 x 56] intentionally omitted <==

136

==> picture [456 x 537] intentionally omitted <==

==> picture [11 x 6] intentionally omitted <==

==> picture [83 x 49] intentionally omitted <==

137

==> picture [510 x 530] intentionally omitted <==

138

==> picture [470 x 718] intentionally omitted <==

139

==> picture [458 x 625] intentionally omitted <==

==> picture [84 x 56] intentionally omitted <==

140

==> picture [462 x 640] intentionally omitted <==

==> picture [86 x 54] intentionally omitted <==

141

==> picture [460 x 666] intentionally omitted <==

142

==> picture [462 x 609] intentionally omitted <==

==> picture [85 x 55] intentionally omitted <==

143

==> picture [460 x 266] intentionally omitted <==

==> picture [85 x 56] intentionally omitted <==

144

==> picture [456 x 694] intentionally omitted <==

==> picture [34 x 15] intentionally omitted <==

==> picture [85 x 26] intentionally omitted <==

145

==> picture [462 x 677] intentionally omitted <==

146

==> picture [458 x 376] intentionally omitted <==

==> picture [86 x 56] intentionally omitted <==

147

==> picture [450 x 646] intentionally omitted <==

==> picture [86 x 55] intentionally omitted <==

148

==> picture [450 x 609] intentionally omitted <==

==> picture [86 x 56] intentionally omitted <==

149

==> picture [450 x 277] intentionally omitted <==

==> picture [86 x 56] intentionally omitted <==

150

==> picture [433 x 633] intentionally omitted <==

==> picture [101 x 100] intentionally omitted <==

151

==> picture [436 x 697] intentionally omitted <==

152

==> picture [424 x 694] intentionally omitted <==

==> picture [86 x 56] intentionally omitted <==

153

==> picture [433 x 591] intentionally omitted <==

==> picture [85 x 63] intentionally omitted <==

154

==> picture [441 x 686] intentionally omitted <==

==> picture [70 x 48] intentionally omitted <==

155

==> picture [525 x 685] intentionally omitted <==

==> picture [85 x 57] intentionally omitted <==

156

==> picture [497 x 693] intentionally omitted <==

==> picture [32 x 15] intentionally omitted <==

157

==> picture [450 x 684] intentionally omitted <==

==> picture [9 x 7] intentionally omitted <==

158

==> picture [451 x 694] intentionally omitted <==

==> picture [85 x 56] intentionally omitted <==

159

==> picture [460 x 661] intentionally omitted <==

==> picture [85 x 56] intentionally omitted <==

160

==> picture [452 x 720] intentionally omitted <==

==> picture [99 x 69] intentionally omitted <==

161

==> picture [435 x 183] intentionally omitted <==

==> picture [86 x 49] intentionally omitted <==

162

==> picture [514 x 434] intentionally omitted <==

==> picture [86 x 57] intentionally omitted <==

163

==> picture [513 x 436] intentionally omitted <==

==> picture [86 x 58] intentionally omitted <==

164

==> picture [397 x 614] intentionally omitted <==

==> picture [85 x 53] intentionally omitted <==

165

==> picture [397 x 199] intentionally omitted <==

==> picture [162 x 43] intentionally omitted <==

166

Annexure- 4A

167

168

169

170

171

172

173

174

175

176

177

178

179

180

181

182

183

184

185

186

187

188

189

190

191

192

193

194

195

196

ANNEXURE - 5

197

198

199

200

201

202

203

204

205

206

ANNEXURE - 6