==> picture [116 x 36] intentionally omitted <==

Mastek Limited T +91 22 6722 4200

Mumbai 400096, Maharashtra, India W www.mastek.com

SEC/10/2021-22

April 23, 2021

Listing Department Listing Department BSE Limited The National Stock Exchange of India Limited 25[th ] Floor, Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G, Dalal Street, Fort Bandra Kurla Complex, Mumbai - 400 001. Bandra (E), Mumbai – 400 051 Tel No. 022- 22723121 Tel No.: 022- 26598100 Fax No. 022- 22721919 Fax No. 022-26598120 SCRIP CODE : 523704 SYMBOL : MASTEK

Dear Sir(s)/Madam(s),

Sub: Notice of the Tribunal Convened Meetings of the Equity Shareholders and the Unsecured Creditors of Mastek Limited (“the Company”).

Ref: In the matter of the Scheme of Arrangement between Evolutionary Systems Private Limited, Trans American Information Systems Private Limited and Mastek Limited and their respective Shareholders and Creditors.

This is with reference to our intimation letter No. SEC/06/2021-22 dated April 14, 2021 informing about the Receipt of order in the Company Application No. CA (CAA) No. 18/AHM/2021 dated April 12, 2021 from the National Company Law Tribunal, Ahmedabad Bench at Ahmedabad (“NCLT/ Tribunal”) for convening the Meetings of the Equity Shareholders and Unsecured Creditors of the Company through Video Conferencing (VC)/ Other Audio Visual Means (OAVM), on Friday, 28th day of May, 2021 at 5.00 p.m. (IST) and 1.00 p.m. (IST) respectively , to consider and approve the Scheme.

In this regard, we would further like to inform that pursuant to the provisions of Section 230(4) read with Section 108 and Section 110 of the Companies Act, 2013 (“Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (as amended from time to time), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable provisions, if any, of the Act and of SEBI Listing Regulations, and the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended, the Company will be offering remote e-voting facility (prior to the Meetings) and e-voting at the Meetings to the Equity Shareholders (including the public shareholders) and the Unsecured Creditors to cast their votes (for or against) on the resolution set forth in the Notice. The Company has appointed National Securities Depository Limited (“NSDL”) to provide remote e- voting facility and e-voting at the Meetings as well as to enable the Equity Shareholders and Unsecured Creditors of the Company to attend and participate in the Meetings through VC/ OAVM.

The remote e-voting prior to the Meetings commences on Monday, May 24, 2021 at 9.00 a.m. (IST) and ends on Thursday, May 27, 2021 at 5.00 p.m. (IST).

An Equity Shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Wednesday, May 19, 2021 only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the notice and attend the Meeting of the Equity Shareholders. Voting rights of an Equity Shareholder/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the aforesaid cut-off date.

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Regd. Off.: 804, 805 President House, Opp. C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006. Gujarat, India. Tel No: +91-79-2656--4337 E-mail: [email protected] CIN-l74140GJ1982PLC005215

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Mastek Limited T +91 22 6722 4200

Mumbai 400096, Maharashtra, India W www.mastek.com

An Unsecured Creditor, as the case maybe, whose name appears in the Chartered Accountant’s Certificate certifying the list of Unsecured Creditors, as on the cut-off date, i.e., Tuesday, December 15, 2020 only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the notice and attend the Meeting of Unsecured Creditors. Voting rights of an Unsecured Creditor shall be in proportion to the outstanding amount due by the Company as on the aforesaid cut-off date.

The Hon’ble NCLT has appointed Mr. S. Sandilya and failing him Mr. Ashank Desai, to be the Chairperson of the said NCLT Convened Meetings.

As directed by Hon’ble NCLT, Mr. Prashant S. Mehta, Practicing Company Secretary, is appointed as the Scrutiniser to scrutinise e-voting during the meetings and voting through remote e-voting in a fair and transparent manner.

The details such as manner of (i) casting vote through e-voting and (ii) attending the meeting through VC/ OAVM have been set out in the Notice of the respective Meetings.

Copy of the Notice and Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid 2(two) Meetings are attached.

You are requested to kindly take the same on record.

Thanking you,

Yours faithfully,

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Encl: AA

MASTEK LIMITED

Registered Office: 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat. Tel: +91-79-2656-4337; Fax: +91-22-6695 1331; E mail: [email protected]; Website: www.mastek.com CIN: L74140GJ1982PLC005215

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF MASTEK LIMITED

(pursuant to Order dated April 12, 2021 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad)

Day	Day	Friday	Friday
Date		May 28, 2021
Time		5.00p.m. (IST)
Mode of Meeting		In view of the ongoing COVID-19 pandemic and related social distancing norms, as per the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench the Meeting shall be conducted through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”)
Remote e-votingstart date and time		Monday, May 24, 2021 at 9.00 a.m. (IST)
Remote e-votingend date and time		Thursday, May 27, 2021 at 5.00p.m. (IST)

Sr. No.	Contents		Page Nos.
1.	Notice of Meeting of the Equity Shareholders of Mastek Limited being convened by Order of the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad dated April 12, 2021 under the provisions of Sections 230 to 232 and other applicable provisions if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.		A-3
2.	Explanatory Statement under the provisions of Section 230(3) read with Section 102 of the Companies Act, 2013 and other applicable provisions if any, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.		A-11
3.	Annexure 1 Scheme of Arrangement between Evolutionary Systems Private Limited, Trans American Information Systems Private Limited and Mastek Limited and their respective Shareholders and Creditors under the provisions of Sections 230 to 232 and other applicable provisions if any, of the Companies Act, 2013 and rules framed thereunder.		B-1
4.	Annexure 2 Independent Valuation Report dated February 08, 2020 and Addendum to the Valuation Report dated July28, 2020 issued byNiranjan Kumar, Registered Valuer.		B-37
5.	Annexure 3 Fairness Opinion dated February 08, 2020 and July 29, 2020 issued by Kunvarji Finstock Private Limited, an Independent Category-I Merchant Banker on the Fair Share Entitlement Ratio.		B-54
6.	Annexure 4 Complaints Report dated September 08, 2020 submitted byMastek Limited to BSE Limited(“BSE”).		B-65
7.	Annexure 5 Complaints Report dated September 04, 2020 submitted by Mastek Limited to National Stock Exchange of India Limited(“NSE”).		B-66
8.	Annexure 6 Copyof the Observation Letter dated February26, 2021 issued byBSE to Mastek Limited.		B-67
9.	Annexure 7 Copyof the Observation Letter dated March 01, 2021 issued byNSE to Mastek Limited.		B-70

A-1

Sr. No.	Contents	Page Nos.
10.	Annexure 8 Report adopted by the Board of Directors of Evolutionary Systems Private Limited in its meeting held on February 08, 2020 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	B-73
11.	Annexure 9 Report adopted by the Board of Directors of Trans American Information Systems Private Limited in its meeting held on February 08, 2020 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	B-74
12.	Annexure 10 Report adopted by the Board of Directors of Mastek Limited in its meeting held on February 08, 2020pursuant to theprovisions of Section 232(2)(c) of the Companies Act, 2013.	B-75
13.	Annexure 11 Abridged Prospectus providing information pertaining to the unlisted entity i.e. Evolutionary Systems Private Limited involved in the Scheme as per the format specifed in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.	B-76
14.	Annexure 12 Abridged Prospectus providing information pertaining to the unlisted entity i.e. Trans American Information Systems Private Limited involved in the Scheme as per the format specifed in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.	B-86
15.	Annexure 13 Audited Financial Statements of EvolutionarySystems Private Limited as on March 31, 2020.	B-95
16.	Annexure 14 Audited Financial Statements of Trans American Information Systems Private Limited as on March 31, 2020.	B-150
17.	Annexure 15 Audited Standalone Financial Statements of Mastek Limited as on March 31, 2020.	B-177
18.	Annexure 16 Unaudited Financial Statements of Evolutionary Systems Private Limited for the period ended December 31, 2020.	B-218
19.	Annexure 17 Unaudited Financial Statements of Trans American Information Systems Private Limited for the period ended December 31, 2020.	B-228
20.	Annexure 18 Unaudited Standalone Financial Statements of Mastek Limited for the period ended December 31, 2020.	B-234

The Notice of the Meeting, Explanatory Statement under the provisions of the Sections 230 to 232 read with Section 102 and other applicable provisions if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (page nos. A-3 to A-32) and Annexure No. 1 to Annexure No. 18 (page nos. B-1 to B-240) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH AT AHMEDABAD

CA (CAA) NO. 18(AHM)2021

IN THE MATTER OF THE COMPANIES ACT, 2013;

AND

IN THE MATTER OF SECTIONS 230 TO 232 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

BETWEEN

EVOLUTIONARY SYSTEMS PRIVATE LIMITED (“ESPL”)

AND

TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED (“TAISPL”)

AND

MASTEK LIMITED (“MASTEK”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

MASTEK LIMITED

CIN: L74140GJ1982PLC005215 Company incorporated under the Companies Act, 1956, having its Registered Office at 804/805, President House, Opposite C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380006, Gujarat.

….. Applicant Company/ Company

A-3

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF MASTEK LIMITED

To,

All the Equity Shareholders of Mastek Limited (“Applicant Company/ Company”)

NOTICE is hereby given that by an Order dated April 12, 2021 (“Order”) , the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad (“NCLT” or “Tribunal”) in the above mentioned Company Scheme Application has directed Meeting of the Equity Shareholders of the Applicant Company, be convened and held for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Evolutionary Systems Private Limited (“ESPL”) , Trans American Information Systems Private Limited (“TAISPL”) and Mastek Limited (“Mastek”) and their respective Shareholders and Creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions if any, of the Companies Act, 2013 (“Act”) (“Scheme”) .

In pursuance of the said Order and as directed therein, Notice is hereby given that Meeting of the Equity Shareholders of the Applicant Company is scheduled to be held on Friday, May 28, 2021 at 5.00 p.m. (IST) (“Meeting”) through Video Conferencing (“VC”)/ or Other Audio Visual Means (“OAVM”) following the operating procedures (with requisite modifications as may be required) referred to in Circular No.14/2020 dated April 08, 2020 read with Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs, Government of India.

The Board of Directors of the Applicant Company, at its meeting held on February 08, 2020, approved the above-mentioned Scheme, subject to approval of its Shareholders and Creditors as may be required, and subject to the sanction of the Hon’ble NCLT and of such other authorities as may be necessary.

The Equity Shareholders are requested to consider and, if thought fit, approve with or without modification(s), the following resolution pursuant to the provisions of Sections 230 to 232 of the Act and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the provisions of the Memorandum of Association and Articles of Association of the Applicant Company, for the purpose of considering, and if thought fit, approving, the Scheme.

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and other

Rules, Circulars and Notifications made thereunder as may be applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Circular No. CFD/ DIL3/CIR/2017/21 dated March 10, 2017 (including amendments thereof), read with the Observation letters dated February 26, 2021 and March 01, 2021 issued by BSE Limited and National Stock Exchange of India Limited respectively and relevant provisions of other applicable laws, the relevant provisions of the Memorandum of Association and Articles of Association of the Company, subject to requisite approval of the Hon’ble National Company Law Tribunal (“NCLT”/ “Tribunal”) , and other regulatory or government bodies/ tribunals or institutions as may be applicable, and subject to such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the (“Board”) , which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), and subject to approval of Unsecured Creditors, the arrangement embodied in the Scheme of Arrangement between Evolutionary Systems Private Limited (“ESPL”) , Trans American Information Systems Private Limited (“TAISPL”) and Mastek Limited (“Mastek”) and their respective Shareholders and Creditors (“Scheme”) placed before this Meeting and initialed by the Chairperson for the purpose of identification, be and is hereby approved by Equity Shareholders of the Applicant Company with or without modification(s) and for conditions, if any, which may be required and/or imposed and/or permitted by the Ahmedabad Bench of the Hon’ble NCLT while sanctioning the aforesaid Scheme and/or by any Governmental Authority.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and for removal of any difficulties or doubts the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the demerger embodied in 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 NCLT and/or other authorities while sanctioning the demerger embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in

A-4

giving effect to the Scheme, including settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, and if necessary, to waive any of those, and to all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into the effect or to carry out such modifications/ directions as may be required and/or imposed and/or permitted by the Tribunal while sanctioning the Scheme, or by any other Authorities, as the Board may deem fit and proper.”

The share price of the Applicant Company as on the date of dispatch of this notice is 1377.55 on BSE and 1384.00 on NSE.

Copy of the Scheme and of the Explanatory Statement, under Sections 230(3), and 102 of the Act, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the Annexures as indicated in the Index, can be obtained free of charge from the Registered Office of the Applicant Company at 804/805, President House, Opposite C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad – 380006, Gujarat or from the office of the PCA Mr. Sanjay Majmudar at B-303, GCP Business Centre, Opp. Memnagar Fire Station, Near Vijay Rasta, Ahmedabad – 380014, during normal business hours (9:30 am to 6:30 pm) from Monday to Friday upto and including the date of the Meeting.

The Hon’ble NCLT has appointed Mr. S. Sandilya to be the Chairperson of the said Meeting and failing him, Mr. Ashank Desai, as the Alternate Chairperson of the Meeting, including for any adjournment or adjournment(s) thereof. The Hon’ble NCLT has also appointed Mr. Prashant S. Mehta, Proprietor of P. Mehta and Associates, Practising Company Secretaries (ACS No.: 5814, CP No.: 17341), as the Scrutiniser for the Meeting, including for any adjournment or adjournment(s) thereof.

The Scheme, if approved in the aforesaid Meeting, will be subject to the subsequent approval by the Hon’ble NCLT, Ahmedabad Bench at Ahmedabad.

Sd/S. Sandilya

Chairperson appointed by the Hon’ble NCLT for the Meeting

Dated this April 23, 2021

Registered Office:

804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat. CIN: L74140GJ1982PLC005215 Website: www.mastek.com Email: [email protected]

NOTES:

1 . In view of the global outbreak of the COVID-19 pandemic, social distancing norm to be followed and due to continuing restrictions on the movement of people at several places in the country, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by Companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19” and General Circular No. 20/2020 dated May 05, 2020 read with General Circular No. 02/2021 dated January 13, 2021 in relation to “Clarification on holding of General Meeting through Video Conferencing (VC) or Other Audio Visual Means (OAVM)” (“MCA Circulars”) and the SEBI vide its Circular No. SEBI/ HO/CFD/ CMD1/ CIR/P/2020/79 dated May 12, 2020 read with SEBI/ HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, in relation to “Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 - Covid-19 pandemic” (“SEBI Circulars”) have permitted the holding of the Meeting through VC/ OAVM without the physical presence of the Members at a common venue.
In compliance with the applicable provisions of the Companies Act, 2013 (“Act”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, read with the MCA Circulars, the SEBI Circulars and pursuant to Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) the Meeting of the Equity Shareholders of the Applicant Company is scheduled to be held on Friday, May 28, 2021 at 5.00 p.m. (IST) through VC/ OAVM and voting for the item to be transacted in the Notice to this Meeting shall be only through remote electronic voting process (“e-Voting”) .

2. Since, this Meeting is being held pursuant to the MCA Circulars and the SEBI Circulars through VC/ OAVM, where physical attendance of Members has been dispensed with, accordingly, the facility for appointment of proxies by the Members will not be available for this Meeting and hence, the proxy form, attendance slip including route map are not annexed to this notice.

A-5

3. Equity shareholders attending the Meeting through VC/ OAVM shall be reckoned for the purpose of quorum. In terms of the Order and Section 103 of the Act, the quorum for this meeting is 30 (thirty) Equity Shareholders attending the Meeting.

4. The members of the Applicant Company under the category of Institutional Investors/ Corporate Members (i.e. other than individuals/ HUF NRI, etc.) are encouraged to attend and vote at the Meeting through VC/ OAVM. Corporate members intending to send their authorised representatives to attend the Meeting pursuant to Section 113 of the Act, are requested to send to the Applicant Company, a certified copy (in PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. authorising its representatives to attend the Meeting, by sending an e-mail at [email protected] not later than 48 hours before the commencement of the Meeting.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. Further on account of the threat posed by COVID-19 and in compliance with the aforementioned MCA Circulars and SEBI Circulars this Meeting Notice along with the Annexures thereat is being sent only through electronic mode to those members whose e-mail addresses are registered with the Applicant Company/ Depository Participants. Members may note that the Notice convening this Meeting and the Annexures thereat will be available on the Applicant Company’s website at www.mastek. com, websites of the Stock Exchanges, i.e., BSE and NSE at www.bseindia.com and www.nseindia.com respectively. The Meeting Notice is also available on the website of National Securities Depository Limited at www.evoting.nsdl.com. If so desired, Members may obtain a printed copy of the Notice and the Annexures thereat, i.e. Scheme and the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 etc., free of charge from the Registered Office of the Applicant Company or from the office of the PCA Mr. Sanjay Majmudar at B-303, GCP Business Centre, Opp. Annexures thereat Memnagar Fire Station, Near Vijay Rasta, Ahmedabad – 380014 during normal business hours (9:30 am to 6:30 pm) from Monday to Friday upto and including the date of the Meeting. A written request in this regard, along with details of Demat and mentioning Permanent Account Number (PAN), may be addressed to the

Company Secretary at investor_grievances@mastek. com

7. All the relevant documents referred to in this Notice and Explanatory Statement and other documents shall also be available electronically for inspection by the Members at the Meeting. Members seeking to inspect such documents can send an e-mail to [email protected] from their registered e-mail address.

8. The Notice convening the aforesaid Tribunal Convened Meeting will be published through advertisement in ‘Business Standard’ in all India Edition and Gujarati translation thereof in ‘Jai Hind’ Ahmedabad Edition.

9. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depository Participants as on the cut-off date, i.e., Wednesday, May 19, 2021 only will be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not the Equity Shareholder as on the cut-off date, should treat the Notice for information purpose only.

10. This Notice is being sent by an e-mail only to those eligible Members who have already registered their e-mail address with the Depository Participants and with Company on or before the cut-off date, i.e., Wednesday, March 31, 2021.

11. VOTING OPTIONS

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and the MCA Circulars and the SEBI Circulars and Pursuant to the directions of the Tribunal given under the Order, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at this Meeting. For this purpose, the Applicant Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a Member using remote e-Voting system as well as e-voting during the Meeting will be provided by NSDL.

Instructions for remote e-Voting are as under:

The remote e-Voting period begins on Monday, May 24, 2021 at 9.00 a.m. (IST) and ends on Thursday, May 27, 2021 at 5.00 p.m. (IST). The remote e-voting module shall be disabled by NSDL

A-6

for voting thereafter. Once the vote on a resolution is cast by the Members, the Member shall not be allowed to change it subsequently.

In addition, the facility for voting through electronic voting system shall also be made available during the Meeting.

A. The instructions of the e-Voting are as under:

The way to vote electronically on NSDL e-Voting system consists of “2 Steps” which are mentioned 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 is mentioned below:

How to Log-in to NSDL e-Voting website?

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.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ 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.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Your password details are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

A-7

If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/ Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl. com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick 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 is mentioned below:

How to cast your vote electronically 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 companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
Select “EVEN” of 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, verify/ modify the number of shares for which you wish to cast your vote 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.

Process for those Members whose E-mail ids are not registered, for procuring user id and password and registration of E-mail ids for e-Voting on the resolution set out in this notice

In case shares are held in physical mode, please provide Folio No., Name of member, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor_grievances@mastek. com with a copy to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor_grievances@mastek. com with a copy to [email protected] for obtaining User ID and Password by providing the details mentioned in Point (1) or (2) above, as the case may be.

12. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/ OAVM ARE AS UNDER

Member will be provided with a facility to attend the Meeting through VC/ OAVM through the NSDL e-Voting system. Members may access the same at https:// www.evoting.nsdl.com under members login by using the remote e-voting credentials. The link for VC/OAVM will be available in members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions as mentioned above to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

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The members can join the Meeting in the VC/ OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure as mentioned in the Notice. The facility of participation at the Meeting through VC/ OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. This will not include large members (Members holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the Meeting without restriction on account of first come first served basis.
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 WiFi or LAN Connection to mitigate any kind of aforesaid glitches.
The details of NSDL officials who may be contacted for any assistance with regard to e-Voting and VC/ OAVM facility are as follows:

For e-Voting:

Ms. Pallavi Mhatre and/or Mr. Amit Vishal at toll free number 1800 1020 990/ 1800 224 430.

For VC/OAVM:

. Mr. Sagar Ghosalkar at toll free number -1800 1020 990/ 1800 224 430.

5. Speaker Registration before the Meeting

Members who would like to express their views/ ask questions during the Meeting may register themselves as a Speaker and send request from their registered e-mail address mentioning their name, demat account number/ folio number, e-mail id, mobile number at investor_grievances@ mastek.com at least 2(two) days before the Meeting. Those Members who have

registered themselves as a Speaker will only be allowed to express their views/ ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting.

13. THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE MEETING ARE AS UNDER

The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-Voting.
Only those Members, who will be present in the Meeting through VC/ OAVM facility and have not casted their vote on the Resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.
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.

General Guidelines for Members:

a. 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 “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
b. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free number 1800 1020 990/ 1800 224 430 or send a request at evoting@ nsdl.co.in
c. You can also update your mobile number and E-mail ID in the user profile details of the folio which may be used for sending future communication(s).

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14. GENERAL INFORMATION FOR MEMBERS

The Members who have cast their vote by remote e-Voting may attend the meeting through VC/ OAVM but shall not be entitled to cast their vote again.
The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut- off date i.e. Wednesday, May 19, 2021.
Any person who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. Wednesday, May 19, 2021 may obtain the login ID and password by sending a request at [email protected] or the Company at investor_grievances@mastek. com.
A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date Wednesday, May 19, 2021 only shall be entitled to avail the facility of remote e-Voting, as well as voting at the meeting.
The Hon’ble NCLT has appointed Mr. Prashant S. Mehta, Proprietor of P. Mehta and Associates, Practising Company Secretaries (ACS No.: 5814, CP No.: 17341) as Scrutiniser to scrutinise the voting at the Meeting and remote e-Voting process, in a fair and transparent manner.
The Chairperson shall, at the Meeting at the end of discussion on the resolution on which voting is to be held, allow voting, by use of remote e-Voting system for all those Members who are present during the Meeting through VC/ OAVM but have not cast their votes by availing the remote e-Voting facility. The remote e-Voting module during the Meeting shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.
The Scrutiniser shall, after the conclusion of voting at the Meeting, first count the votes cast during the Meeting and, thereafter, unblock the votes cast through remote e-Voting and shall make, not later than 48 hours from the conclusion of the Meeting, a Consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairperson.
The Results declared, along with the Scrutiniser’s Report, shall be placed on the Applicant Company’s website at www. mastek.com and on the website of NSDL at www.evoting.nsdl.com, immediately after the declaration of the result by the Chairperson. The results shall also be immediately forwarded to the Stock Exchanges where the Applicant Company’s Equity Shares are listed viz. BSE and NSE and be made available on their respective websites viz. www.bseindia.com and www.nseindia.com.
The results, together with Scrutiniser’s Report, will be announced on or before Sunday, May 30, 2021 and will be placed on NSDL’s website at www.evoting.nsdl.com
Subject to receipt of requisite majority of votes (as per Section 230 to 232 of the Act, and SEBI Circular CFD/DIL3/ CIR/2017/21 dated March 10, 2017 (including amendments thereof), issued by the SEBI, the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting (specified in the Notice).

11. Equity shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting, manner of casting vote through remote e-voting or e-voting at the Meeting.

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH AT AHMEDABAD

CA (CAA) NO. 18(AHM)2021

IN THE MATTER OF THE COMPANIES ACT, 2013;

AND

IN THE MATTER OF SECTIONS 230 TO 232 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

BETWEEN

EVOLUTIONARY SYSTEMS PRIVATE LIMITED (“ESPL”)

AND

TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED (“TAISPL”)

AND

MASTEK LIMITED (“MASTEK”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

MASTEK LIMITED

….. Applicant Company/ Company

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EXPLANATORY STATEMENT UNDER SECTIONS 230(3) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF MASTEK LIMITED.

Pursuant to the Order dated April 12, 2021 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad (“NCLT”/ “Tribunal”), in Company Scheme Application No. CA (CAA) NO. 18(AHM)2021 (“Order”) , the Meeting of the Equity Shareholders of Mastek Limited is being convened on Friday, May 28, 2021 at 5.00 p.m. (IST) through Video Conferencing or Other Audio Visual Means (“VC/OAVM”) for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Evolutionary Systems Private Limited (“ESPL”) , Trans American Information Systems Private Limited (“TAISPL”) and Mastek Limited (“Mastek”) and their respective Shareholders and Creditors (“Scheme”) pursuant to provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (“Act”) and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force). ESPL, TAISPL and Mastek are together referred to as the (“Companies”) . A copy of the Scheme, which has been, inter alia, approved by the Board of Directors of the Applicant Company at its meeting held on February 08, 2020, is enclosed herewith. Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.
In terms of the said Order, the quorum for the aforesaid Meeting of the Equity Shareholders of the Applicant Company shall be as prescribed under Section 103 of the Act. Further in terms of the said Order, NCLT has appointed Mr. S. Sandilya to be the Chairperson of the said Meeting and failing him, Mr. Ashank Desai as the Alternate Chairperson of the Meeting including for any adjournment or adjournment(s) thereof.
This statement is being furnished as required under Sections 230(3) and 102 of the Act, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Order further directs the convening of the meeting of the Unsecured Creditors of ESPL

to be held through VC/OAVM on Friday, May 28, 2021 at 10.00 a.m. (IST) to consider the Scheme.

The Order further directs the convening of the meeting of the Unsecured Creditors of TAISPL to be held through VC/OAVM on Friday, May 28, 2021 at 11.30 a.m. (IST) to consider the Scheme.
The Order further directs the convening of the meeting of the Unsecured Creditors of the Applicant Company to be held through VC/OAVM on Friday, May 28, 2021 at 1.00 p.m. (IST) to consider the Scheme.
In addition, the Applicant Company is seeking the approval of its Equity Shareholders to the Scheme by way of voting through e-voting. Circular No. CFD/ DIL3/CIR/2017/21 dated March 10, 2017 including its amendments (“SEBI Circular”) issued by the SEBI, inter alia, provides that approval of Public Shareholders (as defined below) of the Applicant Company to the Scheme shall be obtained by way of voting including remote e-voting. Since, the Applicant Company is seeking the approval of its Equity Shareholders (which includes Public Shareholders) to the Scheme by way of voting including remote e-voting, no separate procedure for voting through e-voting would be required to be carried out by the Applicant Company for seeking the approval to the Scheme by its Public Shareholders in terms of the SEBI Circular. The notice sent to the Equity Shareholders (which includes Public Shareholders) of the Applicant would be deemed to be the notice sent to the Public Shareholders of the Applicant Company. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2 of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

The NCLT, by its Order, has, inter alia, held that since the Applicant Company is directed to convene the Meeting of its Equity Shareholders and the voting in respect of the Equity Shareholders, which includes Public Shareholders is through remote e-voting, the same is in sufficient compliance of the aforesaid SEBI Circular.

The Scrutiniser appointed for conducting the voting process will submit his separate report to the Chairperson appointed for the Meeting after completion of the scrutiny of voting (including through remote e-voting) so as to announce the results of the e-voting exercised by the Public Shareholders of the Applicant Company.

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In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be acted upon only if a majority of persons representing 3/4th in value of the Equity Shareholders of the Applicant Company voting through (i) remote e-voting system or (ii) e-voting during the Meeting, as arranged by the Applicant Company at the Meeting, agree to the Scheme. Further, as per the observation letter by BSE dated February 26, 2021 and the observation letter by NSE dated March 01, 2021, the Scheme shall be acted upon only if the majority votes cast by the Public Shareholders are in favor of the Scheme.
In terms of the Order dated April 12, 2021 passed by the Tribunal, in Company Scheme Application No. CA (CAA) NO. 18(AHM)2021, if the entries in the books/ register of the Applicant Company in relation to the number or value, as the case may be, of the Equity Shares are disputed, the Chairperson of the Meeting shall determine the number or value, as the case may be, for the purposes of the said Meeting and his decision in that behalf would be final.
The draft Scheme was placed before the Audit Committee of the Applicant Company and Board of Directors of the Companies at their respective meetings held on February 08, 2020. In accordance with the provisions of the SEBI Circular No. CFD/ DIL3/CIR/2017/21 dated March 10, 2017, the Audit Committee of the Applicant Company recommended the Scheme to the Board of Directors of the Applicant Company, inter-alia taking into account the following;
a) Draft Scheme of Arrangement, duly initialed by Chairman of the Applicant Company for the purpose of identification;
b) Valuation Reports dated February 08, 2020 and Addendum to the Valuation Report dated July 28, 2020, issued by, Niranjan Kumar, Registered Valuer;
c) Fairness Opinion dated February 08, 2020 and July 29, 2020 issued by Kunvarji Finstock Private Limited, an Independent Category-I Merchant Banker;
d) Draft Certificate dated February 08, 2020 issued by the Statutory Auditors of the Applicant Company i.e. M/s. Walker Chandiok & Co. LLP, Chartered Accountants, to the effect that the Scheme is in compliance with the applicable Accounting Standards as specified by the Central Government under Section 133 of the Act;
e) Draft Pricing Certificate dated February 08, 2020 issued by the Statutory Auditors of the Applicant Company i.e. M/s. Walker Chandiok & Co. LLP, Chartered Accountants, to the effect that the issuance of Equity Shares pursuant to the Scheme is in compliance with the Regulation 158 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Based upon the recommendations of the Audit Committee of the Applicant Company and on the basis of the evaluations, the Board of Directors of the Applicant Company has concluded that the Scheme is in the interest of the Applicant Company and its Shareholders and Creditors respectively.
Further, Board of Directors of ESPL and TAISPL has also concluded that the Scheme is in the interest of the Companies and their Shareholders and Creditors respectively.

PARTICULARS OF EVOLUTIONARY SYSTEMS PRIVATE LIMITED (“ESPL”)

ESPL was incorporated on 12th day of September, 2006 as Evolutionary Systems Private Limited, a Private Limited Company, with the Registrar of Companies, Gujarat, under the provisions of the Companies Act, 1956. The Registered Office is currently situated at 11th Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad- 380054, Gujarat, India. ESPL is engaged in the business of marketing, distributing, implementing and supporting the licensed Oracle based products and other business solutions all over the world. The Permanent Account Number of ESPL is AABCE6502F. Email ID of ESPL is business@ evosysglobal.com. The Equity Shares of ESPL are not listed on any stock exchanges.
The objects for which ESPL has been established are set out in its Memorandum of Association. The main objects of ESPL are, inter alia, as follows:

“1) To carry on the business of consultancy and development of computer software and hardware and business of ERP Applications, medical transcription and other information technology enabled services and to provide turn key solution for the same and also to provide software solutions development and to carry on in India or overseas, offshore or on site, the business, of system study, analysis, design, coding, testing, documentation, development and implementation of software relating to commercial and non-commercial usages through the use of

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various magnetic media, digital media and internet, information technologies consultancy, web site designing, hosting and maintenance, development of e-commerce technologies, web related systems development, internet and internet development and to act carry on in India or overseas the business of trading, importing and exporting and to act as consultants in software, hardware related to commercial and non-commercial usages, training in information technology in software and hardware and to work as teaching and training educational institute and appoint franchises in India and overseas and to provide bureau for providing computer service to process data and develop system of all kind by processing jobs and hiring out machine time and assist to set up, operate and supervise the operation of data processing division of companies in India or overseas.”

The Authorised, Issued, Subscribed and Fully PaidUp Share Capital of ESPL, as on January 31, 2020 was as under:

was as under:
Share Capital	`
Authorised Share Capital
1,10,00,000 equity shares of`10 each	11,00,00,000
Total	11,00,00,000
Issued, Subscribed and Fully Paid-Up Share Capital
1,00,00,000 equity shares of`10 each	10,00,00,000
Total	10,00,00,000
Note:

Subsequent to the January 31, 2020, there has been no change in the Authorised, Issued, Subscribed and Fully Paid-Up Share Capital of ESPL.

PARTICULARS OF TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED (“TAISPL”)

TAISPL was incorporated on 5th day of March, 1999 as Trans American Information Systems Private Limited, a Private Limited Company, with the Registrar of Companies, N.C.T of Delhi & Haryana, under the provisions of the Companies Act, 1956. The Registered Office of TAISPL is currently situated at 804/805, President House, Opposite C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad, - 380006, Gujarat. The Certificate for change in Registered Office was received on February 17, 2020. TAISPL is a wholly owned subsidiary of the Applicant Company. TAISPL is engaged in the business of providing IT services in the areas like e-commerce

website implementation, support, maintenance, and other complimentary services. The Permanent Account Number of the TAISPL is AAACT8387Q. Email ID of TAISPL is investor_grievances@mastek. com. The Equity Shares of TAISPL are not listed on any stock exchanges.

The objects for which TAISPL has been established are set out in its Memorandum of Association.The main objects of TAISPL are, inter alia, as follows:
i) “To carry on the business of trading, development, importing and exporting of semiconductors equipments hardware and software for usage of computers, communication systems and office automation products.
ii) To undertake, transact business as distributors, selling agents, commission agents or representatives for any person, firm or company dealing in semiconductors equipments hardware and software for usage of computers, communication systems and office automation products.
iii) a) To carry on the business of providing consultancy services for commercial and non-commercial users of information and computer technology and to carry out systems study and analysis and to design and develop systems of all kinds and to assist, set up and supervise the installation and operation of the software systems for usage of computer, communication and other automated systems and to provide training to personnel to take up and operate such systems, on turnkey basis or otherwise, in India or abroad.
- b) To investigate and collect data and information and prepare report on behalf of any person, firm, company, industry, association or any other person on feasibility of new projects and/or expansion of existing projects for computer hardware and/or software applications and to diagnose operational difficulties and weaknesses and suggest remedial measures to improve and modernize.
iv) To carry on the business of sale on hire purchase or installment scheme and lease on time sharing basis or otherwise of microprocessor based all micro, mini, super mini, mainframe and super computers, word processors, data entry machines, CAD/CAM/CAE work stations

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CAN and other networks, phototypesetters, accounting and business machines, calculators, digital devices software, display devices, communication equipments, electronic printers, scanners, plotters, magnetic media, Fax machines, photocopiers, office automation systems and all types of peripherals thereof.

v) To carry on the business of a ·placement agency, recruitment, training, import, export of manpower on its on or on behalf of any other organization in the arena of information technology and other automation systems.
vi) To carry on the business of providing computer education.”
The Authorised, Issued, Subscribed and Fully PaidUp Share Capital of TAISPL, as on January 31, 2020 was as under:

was as under:
Share Capital	`
Authorised Share Capital
1,00,000 equity shares of `10 each	10,00,000
Total	10,00,000
Issued, Subscribed and Fully Paid-Up Share Capital
34,520 equity shares of `10 each	3,45,200
Total	3,45,200

Note:

Subsequent to the January 31, 2020, there has been no change in the Authorised, Issued, Subscribed and Fully Paid- Up Share Capital of TAISPL.

PARTICULARS OF MASTEK LIMITED (“MASTEK”)

Mastek was incorporated on 14th day of May, 1982 as Management and Software Technology Private Limited, a private limited company, with the Registrar of Companies, Gujarat, under the provisions of the Companies Act, 1956. In the year 1992, Mastek’s name was changed to Mastek Private Limited with effect from 18th Day of March 1992. Mastek had thereafter altered its Articles of Association and consequently, the word “Private” had been deleted in terms of section 21, 31(1), 44 of the Companies Act, 1956 with effect from 18[th] day of August 1992. The Registered Office of Mastek is currently situated at 804/805, President House, Opposite C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad, - 380006, Gujarat.

Mastek is the holding company of TAISPL. Mastek inter alia, engaged in the business of providing information technology solutions and a leading IT player with global operations providing enterprise solutions to government, retail and financial services organizations worldwide. The Permanent Account Number of the Mastek is AAACM9908Q. Email ID of Mastek is [email protected]. The Equity Shares of Mastek are listed on the BSE and the NSE.

The objects for which Mastek has been established are set out in its Memorandum of Association. The main objects of Mastek are, inter alia, as follows:
i) “To establish, maintain, conduct, provide, procure or make available India or elsewhere outside India services relating to:
- a) Management consultancy in areas of marketing, personal finance, costing, planning, organizational methods systems, organizational development, man power training & development, operational research, industrial engineering etc.
- b) Technical consultancy in areas of production, planning, plant layout, productivity, inventory control, material handling, process development technical knowhow, electronic design etc.
- c) Legal liaison, procurement of industrial license, portfolio management, share issue management and other services to individuals, partnership firms, corporate bodies, associations, corporations, government institutions and undertakings, local bodies etc engaged in any business, trade, industry or any other economic or industrial activity.
ii) To manufacture, import, export, purchase, sell, trade, process rent, lease and otherwise deal in computer hardware, computer software, computer stationary data processing equipments, machinery components, electrical and electronic components associated and related with/to computer and provide training in respect of above areas and to provide services in the above areas including system analysis, system development, programming data processing, data entry system in India and abroad.”

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The Authorised, Issued, Subscribed and Fully PaidUp Share Capital of Mastek, as on January 31, 2020 was as under:

Share Capital	`
Authorised Share Capital
4,00,00,000 equity shares of `5 each	20,00,00,000
20,00,000 preference shares of `100 each	20,00,00,000
Total	40,00,00,000
Issued, Subscribed and Fully Paid-Up Share Capital
2,42,55,233 equity shares of `5 each	12,12,76,165
Total	12,12,76,165

Note:

Subsequent to the January 31, 2020, the Company has issued 979,944 shares to its employees pursuant to Employee Stock Option Plan.

21. RATIONALE OF THE SCHEME

The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.
The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia, to result in:
i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals;
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and

The proposed Scheme is in the interest of the shareholders, creditors, employees, and other stakeholders in the Demerged Company and the Resulting Companies.

22. SALIENT FEATURES OF THE SCHEME

22.1 The Scheme is presented under Sections 230 to 232 and other applicable provisions of the Act, and relevant rules made thereunder, as may be applicable for the Scheme of arrangement.
22.2 Appointed date of the Scheme shall be opening of business hours of 1st day of February 2020 or such other date as may be mutually determined by the Parties and approved by the NCLT.
22.3 Effective Date of the Scheme means the last of the dates on which the conditions precedent specified in Clause 20 of the Scheme of Arrangement are fulfilled. Any reference in the Scheme to “upon the Scheme becoming effective” or “effectiveness of the Scheme” shall be a reference to the Effective Date.
22.4 Upon this Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, securities shall be issued by

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each of the Resulting Companies (“Resulting Companies New Securities”) as follows, without any further application, deed, consent, acts, instrument or deed, issue and allot, on a proportionate basis to each shareholder of the Demerged Company whose name is recorded in the register of members as member of the Demerged Company as on the Record Date:

42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value 5/- (Indian Rupees Five) each, of Mastek (“Mastek Consideration Securities”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of 10/- (Indian Rupees Ten) each; (i.e, “4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of 5/- (Indian Rupees Five) each of Mastek (“Mastek Consideration Securities”) for every 10,000 (ten thousand) equity shares of ESPL of face value of 10/- (Indian Rupees Ten) each, held by such shareholder.”); and
15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I of the Scheme of 10/- (Indian Rupees Ten) each of TAISPL (“TAISPL CCPS”) for every 10,000 (ten thousand) equity shares of ESPL of face value of 10/- (Indian Rupees Ten) each, held by such shareholder.
22.5 Upon the Scheme, becoming effective, the authorised share capital of TAISPL shall stand reclassified from its existing authorized share capital of 10,00,000 (Indian Rupees Ten lakhs) divided into 1,00,000 (one lakh) equity shares of 10 (Indian Rupees Ten) to 10,00,000 (Indian Rupees Ten lakhs) divided into 85,000 (eighty five thousand) equity shares of 10 (Indian Rupees Ten) each and 15,000 (fifteen thousand) compulsorily convertible preference shares of ` 10 (Indian Rupees Ten) each without any further act or deed in terms of this Scheme. Accordingly, the words and figures in Clause V of the Memorandum of Association and Clause 4 of Part IV of Article of Association of TAISPL shall stand modified and be substituted to read as follows;

“V. The Authorised Share Capital of the Company is 10,00,000 (Rupees Ten Lakhs) divided into 85,000 (Eighty five thousand) equity shares of 10 (Rupees Ten only) each and 15,000 (Fifteen Thousand) Compulsorily Convertible Preference Shares of ` 10 (Rupees Ten only) each.”

“4. The Authorised Share Capital of the Company is as mentioned in Clause V of the Memorandum of Association of the Company with power of the Board of Directors to subdivide, consolidate, reclassify , increase and with power from time to time, issue any shares of the original capital with and subject to any preferential, qualified or special rights, privileges or conditions as may be, thought fit, and upon the sub-division of shares apportion the right to participate in profits in any manner as between the shares resulting from subdivision.”

22.6 The Demerged Company and Resulting Companies shall comply with generally accepted accounting practices in India, provisions of the Act and accounting standards as notified by Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, in relation to the underlying transactions in the Scheme The relevant extract of Accounting Treatment as per the Scheme are as follows;

12.1 In the books of the Demerged Company:

Upon the Scheme coming into effect, the Demerged Company shall account for the Scheme in its books of account in accordance with the accounting standards prescribed under Section 133 of the Act in the following manner:

12.1.1 The Demerged Company shall transfer all assets and liabilities pertaining to the Demerged Undertaking as on the Appointed Date at the values appearing in its books of accounts immediately before the Appointed Date in accordance with the provision of Section 2(19AA) of the Income Tax Act; and
12.1.2 The books value of the net assets derecognized as per 12.1.1 above shall be recognized in the statement of profit and loss account;

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12.2 In the books of the Resulting Company:

12.2.1 Mastek

Upon this Scheme coming into effect, Mastek shall account for the Scheme in its books of account, as on the appointed date, in the following manner:

(a) Mastek shall credit its share capital account with the aggregate face value of the equity shares issued pursuant to Clause 11.1 of the Scheme and the difference between the aggregate fair value as on the Appointed Date, and the aggregate face value of such equity shares shall be credited to the securities premium account.
(b) the aggregate amount of the share capital and securities premium recorded above shall be recorded as debit in investments in subsidiary i.e. TAISPL.
(c) Further, the option given by Mastek over TAISPL CCPS, shall be recognized at its fair value as on the Appointed Date, as a liability with a corresponding debit in investments in subsidiary i.e. TAISPL.

12.2.2 TAISPL

Upon this Scheme coming into effect, TAISPL shall account for the Scheme in its books of account, as on the appointed date, in the following manner:

(a) TAISPL shall record the assets and liabilities pertaining to the Demerged Undertaking (whether recorded or not in the books of the Demerged Company), transferred to and vested in it pursuant to this Scheme, at their respective fair values, as on the Appointed Date.
(b) TAISPL shall credit its share capital account with the face value of TAISPL CCPS issued in

accordance with Clause 11.1 of the Scheme and the difference between the aggregate fair value and the face value of such TAISPL CCPS shall be credited to the securities premium account.

  - (c) TAISPL shall record the aggregate value of equity shares issued by Mastek and fair value of options as referred in 12.2.1 (c) as deemed equity contribution. TAISPL would compute the purchase consideration in accordance with the principles of Ind AS 103 which shall be the sum of fair value of the shares issued by Mastek, fair value option as referred in 12.2.1 (c) and fair value of the compulsorily convertible preference shares issued by TAISPL as on the Appointed Date.

  - (d) The difference between fair value of purchase consideration as computed in Clause 12.2.2(c) above and the value of Net Assets (“Net Assets” means excess of the fair value of assets over the fair value of liabilities as per Clause 12.2.2(a) above) pertaining to the Demerged Undertaking shall be recognised as goodwill, if positive (debit balance), or capital reserve, if negative (credit balance).

22.7 Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:
(i) obtaining no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the SEBI Listing Regulations;
(ii) The Scheme shall be acted upon only if the votes cast by the public shareholders of Mastek in favour of the proposal are more than the number of votes cast by the public shareholders of Mastek against it, as required under the SEBI Circular. The

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term ‘public’ shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957;

(iii) approval of the Scheme by the requisite majority of each class of shareholders (including public shareholders) and / or creditors of the Parties and such other classes of Persons, if any, as applicable or as may be required under the Act, Applicable Law (including requirements set forth under SEBI Circular) and as may be directed by the NCLT;
(iv) the sanctions and orders of the NCLT, under Sections 230 to 232 of the Act being obtained by the Parties;
(v) certified/ authenticated copies of the orders of the NCLT, sanctioning the Scheme, being filed by each of the Parties with the Registrar of Companies having jurisdiction over the Parties; and
(vi) the requisite consent, approval or permission of Appropriate Authority or any other Person which by Applicable Law or contract, agreement may be necessary for the implementation of this Scheme.

The aforesaid are only the salient features of the Scheme. You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof.

23. DETAILS OF DIRECTORS

a. Names and Addresses of the Directors and Promoters of ESPL as on the date of this notice are as under:

Sr. No.	Name of Directors	Designation	Address	DIN
1	Ashank Desai	Chairman	2501 Odyssey, Hiranandani Gardens, Powai,Mumbai – 400076.	00017767
2	Umang Nahata	Director & Chief Executive Offcer	A-104, Manibhadra Enclave, Opp. Rajasthan Hospital, Shahibaug, Ahemdabad–380004.	00323145
3	Rakesh Raman	Director	B-1/ 301, Charkop Kesar, Charkop, Kandivali(W),Mumbai – 400067.	00708387
4	S. Sandilya	Director	Flat 627 (7th Floor), Ramaniyam,Magnum K.P. Kandan Nagar Main Road Venkateswara Colony, Kottivakkam, Chennai -600041.	00037542
5	Rajeev Grover	Director	LGG -126A, The Laburnum, Sushant Lok I, Sector 28, Gurgaon,Haryana-122009.	00058165

Sr. No.	Name of Promoters	Address
1	Umang Nahata	A-104, Manibhadra Enclave, Opp. Rajasthan Hospital, Shahibaug,Ahemdabad–380004.
2	Ummed Nahata	A-104, Manibhadra Enclave, Opp. Rajasthan Hospital, Shahibaug,Ahemdabad–380004.
3	Rakesh Raman	B-1/ 301, Charkop Kesar, Charkop, Kandivali (W), Mumbai– 400067.

b. Names and Addresses of the Directors and Promoters of TAISPL as on the date of this notice are as under:

Sr. No.	Name of Directors	Designation	Address	DIN
1	Ashank Desai	Director	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.	00017767
2	Rabindar Kumar Mahato	Executive Director	Plot No. 362-A-1 Block B-2, Kakrola, Delhi - 110043.	00262957
3	Rakesh Chandra Singh	Executive Director	G-5/70 Sector-15, Rohini Delhi -110085.	00263089

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Sr. No.	Name of Promoters	Address
1	Mastek Limited	804-805, President House, Opp. C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat.
2	Mr. Ashank Desai (Nominee of Mastek Limited)	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.

c. Names and Addresses of the Directors and Promoters of Mastek as on the date of this notice are as under:

Sr. No.	Name of Directors	Designation	Address	DIN
1	S. Sandilya	Chairman (Non- Executive) & Independent Director	Flat 627 (7th Floor), Ramaniyam Magnum K.P. Kandan Nagar Main Road, Venkateswara Colony, Kottivakkam, Chennai - 600041.	00037542
2	Ashank Desai	Vice Chairman & Managing Director (& Interim GCEO)	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.	00017767
3	Ketan Mehta	Non- Executive & Non- Independent Director	3208, Glenhurst Court, Plano, Texas, 75093,United States of America.	00129188
4	Priti Rao	Non- Executive & Independent Director	SR No. 258/7B Cascade, Plot No. 8 and 9, Kaspate Vasti, Wakad, Pune - 411027.	03352049
5	Atul Kanagat	Non- Executive & Independent Director	43 Blackburn Road, Summit, New Jersey, 07901,United States of America.	06452489
6	Rajeev Grover	Non- Executive & Independent Director	LGG -126A, The Laburnum, Sushant Lok I,Sector 28,Gurgaon,Haryana-122009.	00058165

Sr. No.	Name of Promoters/ Promoter Group	Category	Address
1	Ashank Desai	Promoter	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.
2	Girija Sudhakar Ram	Promoter	3502, Octavius, Hiranandani Gardens, Powai, Mumbai – 400076.
3	Ketan Mehta	Promoter	3208, Glenhurst Court, Plano, Texas, 75093, United States of America.
4	Sundar Radhakrishnan	Promoter	1301, Odyssey 1, Hiranandani Gardens, Powai,Mumbai - 400076..
5	Padma Desai	Promoter Group	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.
6	Chinmay Ashank Desai	Promoter Group	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.
7	Samvitha Sudhakar Ram	Promoter Group	3502, Octavius, Hiranandani Gardens, Powai, Mumbai – 400076.
8	Ram Family Trust I (through Trustee for sole benefciary Mrs. Girija Sudhakar Ram)	Promoter Group	3502, Octavius, Hiranandani Gardens, Powai, Mumbai – 400076.
9	Rupa Mehta	Promoter Group	3208, Glenhurst Court, Plano, Texas, 75093, United States of America.

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Sr. No.	Name of Promoters/ Promoter Group	Category	Address
10	Tanay Mehta	Promoter Group	3208, Glenhurst Court, Plano, Texas, 75093, United States of America.
11	Usha Sundar	Promoter Group	1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai - 400076.
12	Varun Sundar	Promoter Group	1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai - 400076.
13	Shankar Sundar	Promoter Group	1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai - 400076.

24. CORPORATE APPROVALS

24.1 The Scheme was placed before the Board of Directors of ESPL, at its meeting held on February 08, 2020. The Board of Directors of ESPL approved the Scheme. The meeting of the Board of Directors of ESPL, held on February 08, 2020, was attended by all 3(three) Directors None of the Directors of ESPL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the Directors of ESPL who attended and voted at the meeting.

Details of Directors of ESPL who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of ESPL are given below:

Sr. No.	Name of Directors	Votes for the Resolution/ Votes Against the Resolution/ Did not Vote or Participate
1	Umang Nahata	In Favour
2	Ummed Nahata	In Favour
3	Rakesh Raman	In Favour

24.2 The Scheme was placed before the Board of Directors of TAISPL, at its meeting held on February 08, 2020. The Board of Directors of TAISPL approved the Scheme. The meeting of the Board of Directors of TAISPL, held on February 08, 2020, was attended by 2(two) of its directors. None of the Directors of TAISPL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the Directors of TAISPL who attended and voted at the meeting.

Details of Directors of TAISPL who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of TAISPL are given below:

Sr. No.	Name of Directors	Votes for the Resolution/ Votes Against the Resolution/ Did not Vote or Participate
1	Ashank Desai	In Favour
2	Sudhakar Ram	Not Participated
3	Rabindar Kumar Mahato	Not Participated
4	Rakesh Chandra Singh	In Favour

24.3 The proposed Scheme was placed before the Audit Committee of Mastek at its meetings held on February 08, 2020. The Audit Committee of Mastek in their meeting recommended the Scheme to the Board of Directors of Mastek.

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The Scheme was placed before the Board of Directors of Mastek, at its meeting held on February 08, 2020. The report of the Audit Committee was also submitted to the Board of Directors of Mastek. Based on the aforesaid, the Board of Directors of Mastek approved the Scheme. The meeting of the Board of Directors of Mastek, held on February 08, 2020, was attended by 3(three) of its directors. None of the Directors of Mastek who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the Directors of Mastek who attended and voted at the meeting.

Details of Directors of Mastek who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of Mastek are given below:

Sr. No.	Name of Directors	Votes for the Resolution/ Votes Against the Resolution/ Did not Vote or Participate
1	S. Sandilya	Not Participated
2	Ashank Desai	In Favour
3	Sudhakar Ram	Not Participated
4	Priti Rao	In Favour
5	Atul Kanagat	Not Participated
6	Rajeev Grover	In Favour

25. APPROVALS AND ACTIONS TAKEN IN RELATION TO THE SCHEME

25.1 Pursuant to the SEBI Circular read with Regulation 37 of the SEBI Listing Regulations, Mastek had filed the necessary applications before the BSE and NSE seeking their no-objections to the Scheme. Mastek has received the observation letters from BSE and NSE dated February 26, 2021 and March 01, 2021 respectively, conveying their no-objection to the Scheme (“Observation Letters”). Copies of the aforesaid Observation Letters are enclosed herewith. The key observations of the designated stock exchange are reproduced below:
a. “In view of the Mastek’s letter dated February 15, 2021 wherein it has inter alia stated that “we hereby undertake to apply the provisions of Paragraph 1(A)(9)(a) and 1(A)(9)(b) of Annexure 1 of SEBI circular to the proposed Scheme and shall accordingly update the Scheme document to reflect the aforesaid while filing the same with the NCLT”. Accordingly, Company shall ensure that they file updated draft scheme of arrangement before the Hon’ble National Company Law Tribunal (NCLT).”

Also, any approval for listing of shares issued by Mastek through the instant scheme of arrangement shall be subject to compliance with Paragraph 1(A)(9)(a) and 1(A)(9)(b) of Annexure I of SEBI circular.

b. “Company shall ensure that they separately and prominently disclose to the shareholders and NCLT via the draft scheme of arrangement documents following information/ facts:
i. To arrive at the entitlement ratio for CCPS, for the purpose of valuation of the demerged business of ESPL and TAISPL only one method (i.e. Income Approach) has been used and other methods such as Market Approach and Asset Approach were not used.
ii. In the draft scheme of arrangement, it has been proposed that Mastek shall issue equity shares in the ratio of 4235.294: 10,000 to ESPL at a price of ` 650 per share. Details of premium arrived via different valuation approaches is given below:

Approach	Method	Valueper share	Premium (%)
Cost Approach	Net Asset Method	346.8	87.5
Income Approach	Discounted Cash Flow Method	590.4	10.1
Market Approach	Market Price Method	438.4	48.3

However, it is observed that share price of Mastek on February 25, 2021 is ` 1191.40 which is significantly higher than the price at which shares are being issued to ESPL.

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Further, the share price of Mastek as on the date of dispatch of this notice is ` _____

  - iii. “Further, Mastek in the notice to shareholders seeking approval for the scheme shall also disclose the share price of Mastek, as on the date of dispatch of notice to shareholders.”

c. “Company shall ensure that suitable disclosure about the latest financials of the companies involved in the Scheme being not more than 6 months old is done before filing the same with the Hon’ble NCLT.”
d. “Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal.”
e. “Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
f. “Company shall duly comply with various provisions of the Circular.”
g. “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.”
25.2 As required by the SEBI Circular, Mastek has filed the Complaints Reports with the BSE and NSE on September 08, 2020 and September 04, 2020, respectively. Copies of the aforesaid Complaint Reports are enclosed herewith.
25.3 The Companies would obtain such necessary approvals/ sanctions/ no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required.
25.4 The application along with the Annexures thereto (which includes the Scheme) were filed by the Companies with the Tribunal on March 05, 2021.

26. CAPITAL STRUCTURE PRE AND POST ARRANGEMENT

26.1 The Pre-arrangement capital structure of the ESPL is mentioned in paragraph 14 above. Since ESPL is the Demerged Company, no shares shall be issued by it and hence its capital structure Post-arrangement shall remain the same as Prearrangement.
26.2 The Pre-arrangement capital structure of the TAISPL is mentioned in paragraph 17 above. Post-arrangement capital structure of TAISPL shall be as follows:

shall be as follows:
Share Capital	`
Authorised Share Capital
85,000 equity shares of`10 each	8,50,000
15,000 compulsorily convertible preference shares of`10 each	1,50,000
Total	10,00,000
Issued, Subscribed and Fully paid-up Share Capital
34,520 equity shares of`10 each	3,45,200
15,000 compulsorily convertible preference shares of`10 each	1,50,000
Total	4,95,200

26.3 The Pre-arrangement capital structure of Mastek is mentioned in Paragraph 20 above. Post-arrangement capital structure of Mastek shall be as follows:

shall be as follows:
Share Capital	`
Authorised Share Capital
4,00,00,000 equity shares of `5 each	20,00,00,000
20,00,000 preference shares of`100 each	20,00,00,000
Total	40,00,00,000
Issued, Subscribed and Fully paid-up Share Capital
2,84,90,527 equity shares of `5 each	14,24,52,635
Total	14,24,52,635

Note:

Subsequent to the January 31, 2020, the Company has issued 979,944 shares to its employees pursuant to Employee Stock Option Plan.

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27. PRE AND POST ARRANGEMENT OF SHAREHOLDING PATTERN

27.1 The Pre and Post arrangement of Equity Shareholding pattern of ESPL is as follows:

Sr. No.	Name of Shareholders	ESPL	ESPL	ESPL	ESPL
		Pre-arrangement		Post-arrangement
1	UmangNahata	36,16,000	36.16	36,16,000	36.16
2	UmmedNahata	27,12,000	27.12	27,12,000	27.12
3	Rakesh Raman	27,12,000	27.12	27,12,000	27.12
4	Yashodhar Bhinde	4,80,000	4.80	4,80,000	4.80
5	Sunil Kothari	4,80,000	4.80	4,80,000	4.80
	Total	1,00,00,000	100.00	1,00,00,000	100.00

27.2 The Pre and Post arrangement of Equity Shareholding pattern of TAISPL is as follows:

Sr. No.	Name of Shareholder	TAISPL	TAISPL	TAISPL	TAISPL
		Pre-arrangement		Post-arrangement
1	Mastek Limited	34,519	99.997	34,519	99.997
2	Mr. Ashank Desai (Nominee of Mastek Limited)	1	0.003	1	0.003
	Total	34,520	100.000	34,520	100.000

27.3 The Pre and Post arrangement of Compulsorily Convertible Preference Shares (CCPS) of ` 10 each Shareholding pattern of TAISPL is as follows:

Sr. No.	Name of Shareholders	TAISPL	TAISPL	TAISPL	TAISPL
		Pre-arrangement		Post-arrangement
1	UmangNahata	-	-	5,424	36.16
2	Ummed Nahata	-	-	4,068	27.12
3	Rakesh Raman	-	-	4,068	27.12
4	Yashodhar Bhinde	-	-	720	4.80
5	Sunil Kothari	-	-	720	4.80
	Total	-	-	15,000	100.00

27.4 The pre and post arrangement of equity shareholding pattern of Mastek is as follows:

Sr. No.	Description	Name of Shareholder	Mastek	Mastek	Mastek	Mastek
			Pre-arrangement		Post-arrangement@
(A)	Shareholding of Promoter and Promoter		Group
1	Indian
	Individuals/ Hindu Undivided Family	*Sudhakar Ram	15,88,680	6.55	15,88,680	5.58
		PadmaDesai	1,55,200	0.64	1,55,200	0.54
		Ashank Desai	30,99,552	12.78	30,99,552	10.88
		Girija Sudhakar Ram	1,63,600	0.67	1,63,600	0.57
		Sundar Radhakrishnan	13,40,800	5.53	13,40,800	4.71
		Chinmay Ashank Desai	71,600	0.30	71,600	0.25
		#Avanti Desai	81,600	0.34	81,600	0.29
		Usha Sundar	4,60,000	1.90	4,60,000	1.61
(b)	Central Government/ State Government(s)		-	-	-	-

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Sr. No.	Description	Name of Shareholder	Mastek	Mastek	Mastek	Mastek
			Pre-arrangement		Post-arrangement
(c)	Bodies Corporate		-	-	-	-
(d)	Financial Institutions/ Banks		-	-	-	-
(e)	Any Others
	Trusts	Ram Family Trust I (through Trustee for sole benefciary Mrs. Girija Sudhakar Ram)	10,00,000	4.12	10,00,000	3.51
	Sub Total(A)(1)		79,61,032	32.82	79,61,032	27.94
2	Foreign
(a)	Individuals (Non- Residents Individuals/ Foreign Individuals)	RupaKetan Mehta	4,80,800	1.98	4,80,800	1.69
		Ketan Mehta	22,74,100	9.38	22,74,100	7.98
		Samvitha Sudhakar Ram	1,03,328	0.43	1,03,328	0.36
		VarunSundar	64,000	0.26	64,000	0.22
		ShankarSundar	64,000	0.26	64,000	0.22
		TanayMehta	6,400	0.03	6,400	0.02
(b)	Bodies Corporate		-	-	-	-
(c)	Institutions		-	-	-	-
(d)	Any Others		-	-	-	-
	Sub Total(A)(2)		29,92,628	12.34	29,92,628	10.50
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1) +(A)(2)		1,09,53,660	45.16	1,09,53,660	38.45
(B)	Public shareholding
1	Institutions
(a)	Mutual Funds/ UTI		16,79,681	6.93	16,79,681	5.90
(b)	Financial Institutions/ Banks		67,216	0.28	67,216	0.24
(c)	Central Government/ State Government(s)		-	-	-	-
(d)	Venture Capital Funds		-	-	-	-
(e)	Insurance Companies		-	-	-	-
(f)	Foreign Institutional Investors		15,79,190	6.51	15,79,190	5.54
(g)	Foreign Venture Capital Investors		-	-	-	-
(h)	Any Other
	Alternative InvestmentFund		14,45,445	5.96	14,45,445	5.07
	Sub-Total (B)(1)		47,71,532	19.67	47,71,532	16.75
2	Non-institutions
(a)	Bodies Corporate		8,93,541	3.68	8,93,541	3.14
(b)	Individuals
I	i. Individual shareholders holding nominal share capital up to Rs1 lakh		48,48,970	19.99	48,48,970	17.02

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Sr. No.	Description	Mastek	Mastek	Mastek	Mastek
		Pre-arrangement		Post-arrangement
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.	17,48,073	7.21	59,83,367	21.00
(c)	Any Other
	NBFC	350	0.00	350	0.00
	Trusts	6,904	0.03	6,904	0.02
	Overseas Corporate Bodies	200	0.00	200	0.00
	Non-Resident Indian (NRI)	492,015	2.03	492,015	1.73
	ClearingMembers	67,652	0.28	67,652	0.24
	IEPF	55,218	0.23	55,218	0.19
	Foreign Nationals	42,414	0.17	42,414	0.15
	HUF	374,704	1.54	374,704	1.32
	Sub-Total (B)(2)	85,30,041	35.17	1,27,65,335	44.81
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)	1,33,01,573	54.84	1,75,36,867	61.55
	TOTAL(A)+(B)	2,42,55,233	100.00	28,490,527	100.00
(C)	Shares held by Custodians and against which DRs have been issued	-	-	-	-
	GRAND TOTAL (A)+(B)+(C)	2,42,55,233	100.00	2,84,90,527	100.00

*Due to demise of Mr. Sudhakar Ram the shares held by him, have been transmitted to his wife Girija Sudhakar Ram.

Due to demise of Ms. Avanti Desai the shares held by her, have been transmitted to her mother Mrs. Padma Desai.

@ Subsequent to the January 31, 2020, the company has issued 979,944 shares to its employees pursuant to Employee Stock Option Plan.

28. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

28.1 The Directors and KMP (including their relatives) of ESPL, TAISPL and Mastek may be affected only to the extent of their shareholding in ESPL, TAISPL and Mastek or to the extent that the said Directors or KMP are the partners, directors, members of the companies, firms, association of persons, bodies corporates and/or beneficiary of Trust that hold shares in the ESPL, TAISPL and Mastek if any. Save as aforesaid, none of the Directors / KMP or their relatives of the ESPL, TAISPL and Mastek have any material interest in the Scheme.
28.2 The details of the present Directors and KMP of the ESPL and their respective shareholdings in ESPL, TAISPL and Mastek as on the date of this notice are as follows:

Names of Director/KMP	Designation	Equity Shares in ESPL	Equity Shares TAISPL	Equity Shares in Mastek
Ashank Desai	Chairman	-	1 (Nominee) of MastekLimited	33,29,552
UmangNahata	Director& Chief Executive Offcer	36,16,000	-	-
Rakesh Raman	Director	27,12,000	-	-
S.Sandilya	Director	-	-	26,000
RajeevGrover	Director	-	-	-
Nirav Khatri	Chief FinancialOffcer(KMP)	-	-	-
Disha Shah	Company Secretary (KMP)	-	-	-

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28.3 The details of the present Directors and KMP of the TAISPL and their respective shareholdings in ESPL, TAISPL and Mastek as on the date of this notice are as follows:

Names of Director/KMP	Designation	Equity Shares in ESPL	Equity Shares TAISPL	Equity Shares in Mastek
Ashank Desai	Director	-	1 (Nominee) of Mastek Limited	33,29,552
Rabindar Kumar Mahato	Executive Director	-	-	-
Rakesh Chandra Singh	Executive Director	-	-	-

28.4 The details of the present Directors and KMP of the Mastek and their respective shareholdings in ESPL, TAISPL and Mastek as on the date of this notice are as follows

Names of Director/KMP	Designation	Equity Shares in ESPL	Equity Shares TAISPL	Equity Shares in Mastek
S. Sandilya	Chairman (Non-Executive) & Independent Director	-	-	26,000
Ashank Desai	Vice Chairman & Managing Director (& Interim GCEO)	-	1 (Nominee) of Mastek Limited	33,29,552
Ketan Mehta	Non-Executive & Non-Independent Director	-		22,74,100
Priti Rao	Non-Executive & Independent Director	-	-	29,600
Atul Kanagat	Non-Executive & Independent Director	-	-	9,600
Rajeev Grover	Non-Executive & Independent Director	-	-	-
Dinesh Kalani	Company Secretary (KMP)	-	-	775

29. GENERAL

29.1 The amount due by the ESPL to its Secured Creditors as on December 15, 2020 is 29,78,369/-. Further, the amount due by the ESPL to its Unsecured Creditors as on December 15, 2020 is 89,49,166/-. Meeting of such Unsecured Creditors is being convened in terms of the NCLT Order.
29.2 The amount due by the TAISPL to its Secured Creditors as on December 15, 2020 is Nil. Further, the amount due by the TAISPL to its Unsecured Creditors as on December 15, 2020 is ` 70,205/-. Meeting of such Unsecured Creditors is being convened in terms of the NCLT Order.
29.3 The amount due by the Mastek to its Secured Creditors as on December 15, 2020 is 1,33,82,841/-. Further, the amount due by the Mastek to its Unsecured Creditors as on December 15, 2020 is 4,24,25,264/-. Meeting of such Unsecured Creditors is being convened in terms of the NCLT Order.
29.4 ESPL, TAISPL and Mastek have made a joint application before the Hon’ble NCLT Ahmedabad Bench at Ahmedabad for the sanction of the Scheme under Section 230 to 232 and other applicable provisions of the Act and other relevant rules thereunder.
29.5 The rights and interests of Secured and Unsecured Creditors of Mastek will not be affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner and post the Scheme, Mastek will be able to meet its liabilities as they arise in the ordinary course of business.
29.6 The latest audited financial statements for the year ended March 31, 2020 and unaudited financial results for the period ended December 31, 2020 of Mastek indicates that it is in a solvent position and would be able to meet liabilities as they arise in the course of business. There is no likelihood that any Secured and Unsecured Creditors of Mastek would lose

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or be prejudiced as a result of this Scheme being passed, since no sacrifice or waiver is at all called for from them nor are their rights sought to be adversely modified in any manner. Hence, the arrangement will neither cast any additional burden nor will it adversely affect the interest of any of the Shareholders or Creditors of Mastek.

29.7 There are no winding up proceedings pending against Mastek as on date.
29.8 No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Act, or under the provisions of the Companies Act, 1956 in respect of Mastek.
29.9 A copy of the proposed Scheme has been filed by the respective Companies before the concerned Registrar of Companies.
29.10 The ESPL, TAISPL and Mastek are required to seek approvals / sanctions / no objections from certain regulatory and governmental authorities for the Scheme such as the Registrar of Companies, Regional Director and Income-tax authorities. These approvals will be obtained by ESPL, TAISPL and Mastek at the relevant time.
29.11 In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and become null and void.
29.12 For the purpose of the arrangement between ESPL, TAISPL and Mastek Valuation Reports dated February 08, 2020 and Addendum Valuation Report dated July 28, 2020 have been obtained from Niranjan Kumar, Registered Valuer describing the methodology adopted by them in arriving at the share exchange ratio. Kunvarji Finstock Pvt. Ltd. , a Category I Merchant Banker after having reviewed Valuation Reports and Addendum Valuation Report of Niranjan Kumar, Registered Valuer and on consideration of all the relevant factors and circumstances, opined that in their view the independent valuer’s proposed share exchange ratio is fair.
29.13 As far as the Equity Shareholders of the ESPL, TAISPL and Mastek are concerned (promoter shareholders as well as non-promoter shareholders), their rights and interests would

not be prejudicially affected by the Scheme. The Scheme is not expected to have any adverse effect on the KMPs, Directors, Promoters, NonPromoter Members, Creditors and Employees of ESPL, TAISPL and Mastek.

In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the ESPL, TAISPL and Mastek, in their board meeting held on February 08, 2020, have adopted a report, inter alia, explaining effect of the Scheme on each class of shareholders, KMP, promoters and non-promoter shareholders. The ESPL, TAISPL and Mastek do not have any depositors, debenture holders, deposit trustee and debenture trustee.

29.14 The following documents will be open for inspection by the Equity Shareholders of Mastek at its Registered Office at 804/805, President House, Opposite C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380006, Gujarat or from the office of the PCA Mr. Sanjay Majmudar at B-303, GCP Business Centre, Opp. Memnagar Fire Station, Near Vijay Rasta, Ahmedabad – 380014, during normal business hours (9:30 am to 6:30 pm) from Monday to Friday upto and including the date of the Meeting.
(i) Copy of the Order passed by NCLT in Company Scheme Application No. CA (CAA) No. 18(AHM)2021 dated April 12, 2021 directing Mastek to, inter alia, convene the meeting of its Equity Shareholders;
(ii) Copy of Company Scheme Application No. CA (CAA) No. 18(AHM)2021 along with Annexures filed by Mastek before NCLT;
(iii) Copy of the Scheme of Arrangement;
(iv) Copy of Audit Committee Report dated February 08, 2020 of Mastek;
(v) Copy of the Report dated February 08, 2020 adopted by the Board of Directors of ESPL, TAISPL and Mastek pursuant to the provisions of Section 232(2)(c) of the Act;
(vi) Copy of the Board Resolutions dated February 08, 2020 passed by the Board of Directors of ESPL, TAISPL and Mastek approving the Scheme;

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(vii) Copy of the Valuation Report and Addendum Valuation Report dated February 08, 2020 and July 28, 2020 respectively of Niranjan Kumar, Registered Valuer describing the methodology adopted by them in arriving at the share exchange ratio;
(viii) Copy of the Fairness Opinion dated February 08, 2020 and July 29, 2020 issued by Kunvarji Finstock Pvt. Ltd., a Category I Merchant Banker;
(ix) Copy of the Statutory Auditors’ Certificate dated June 08, 2020 issued by Walker Chandiok & Co LLP to the Mastek and TAISPL, confirming the compliance of the Accounting Treatment as specified by Central Government in Section 133 of the Act;
(x) Copy of the Statutory Auditors’ Certificate dated June 13, 2020 issued by Parikh & Majmudar to the ESPL, confirming the compliance of the Accounting Treatment as specified by Central Government in Section 133 of the Act;
(xi) Copy of Abridged Prospectus providing information pertaining to the unlisted entities i.e. ESPL and TAISPL, involved in the scheme as per the format specified in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with a copy of certificate from the Merchant Banker confirming the adequacy and accuracy of the information contained in above document on unlisted Companies in terms of Para 3(a) of Part I(A) of the SEBI Circular dated March 10, 2017;
(xii) A copy of Complaints Report dated September 08, 2020 of Mastek filed with the BSE in terms of Para 6(a) of Part I(A) of the SEBI circular dated March 10, 2017;
(xv) Copy of the Observation letter dated March 01, 2021 issued by the NSE to Mastek;
(xvi) Copy of Form No. GNL-1 filed by Mastek with the concerned Registrar of Companies along with challan dated April 15, 2021 evidencing filing of the Scheme with the concerned Registrar of Companies;
(xvii) Copy of the Memorandum and Articles of Association of ESPL, TAISPL and Mastek;
(xviii) Copy of the annual reports of ESPL, TAISPL and Mastek for the financial years ended March 31, 2018, March 31, 2019 and March 31, 2020;
(xix) Copy of the Audited Financial Statements of ESPL, TAISPL and Mastek for the year ended on March 31, 2020;
(xx) Copy of Unaudited financial statements of ESPL and TAISPL for the period ended December 31, 2020; and
(xxi) Copy of Unaudited Standalone financial results of Mastek for the period ended December 31, 2020.

This statement may be treated as an Explanatory Statement under Sections 230(3) and 102 and any other applicable provisions of the Act read with Rule 6 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016.

Sd/S. Sandilya Chairperson appointed by the Hon’ble NCLT for the Meeting

Dated this April 23, 2021

Registered Office:

804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat. CIN: L74140GJ1982PLC005215 Website: www.mastek.com Email: [email protected]

(xiii) A copy of Complaints Report dated September 04, 2020 of Mastek filed with the NSE in terms of Para 6(a) of Part I(A) of the SEBI Circular dated March 10, 2017;
(xiv) Copy of the Observation letter dated February 26, 2021 issued by the BSE to Mastek;

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‘‘Annexure 1’’

SCHEME OF ARRANGEMENT

BETWEEN

EVOLUTIONARY SYSTEMS PRIVATE LIMITED

(“ESPL”)

AND

TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED

(“TAISPL”)

AND

MASTEK LIMITED

(“MASTEK”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTION 230-232 AND OTHER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013

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A. PREAMBLE

This Scheme of Arrangement is presented under Sections 230 to 232 and other applicable provisions of Companies Act 2013 for the demerger of the Demerged Undertaking ( as defined hereinafter ) of Evolutionary Systems Private Limited (“ ESPL ” or “ Demerged Company ”) into Trans American Information Systems Private Limited (“ TAISPL ”) as per the terms and conditions mentioned herein (hereinafter referred to as the “ Scheme ”).

B. BACKGROUND OF THE COMPANIES

Evolutionary Systems Private Limited (“ ESPL ”) is:
i. a private limited company incorporated under the provisions of the Companies Act 1956, bearing corporate identification number U17122GJ2006PTC049073 and having its registered office at 11[th] Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad- 380054, Gujarat, India; and
ii. engaged in the business of enterprise package implementation, upgrade and support for on-premise and cloud versions from Oracle and includes procuring Oracle enterprise package license on their behalf of client along with implementation / upgrade services. Enterprise packages include enterprise resource planning, human capital management, client relationship management, business intelligence, business analytics and equivalents.
Trans American Information Systems Private Limited (“ TAISPL ”) is:
i. a private limited company incorporated under the provisions of Companies Act, 1956, bearing corporate identification number U51505GJ1999PTC112745 and having its registered office at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad Gujarat- 380006; and
ii. a wholly owned subsidiary of Mastek Limited, engaged in the business of providing IT services in the areas like e-commerce website implementation, support, maintenance, and other complimentary services.
Mastek Limited (“ Mastek ”) is:
i. a public limited company incorporated under the provisions of Companies Act, 1956, bearing corporate identification number L74140GJ1982PLC005215 and having its registered office at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat - 380006; and
ii. inter alia, engaged in the business of providing information technology solutions and a leading IT player with global operations providing enterprise solutions to government, retail and financial services organizations worldwide and the equity shares of Mastek are listed on the Stock Exchanges ( as defined hereinafter ).

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C. RATIONALE OF THE SCHEME

The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.
The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia , to result in:
i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals.
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and

The proposed Scheme is in the interest of the shareholders, creditors, employees, and other stakeholders in the Demerged Company and the Resulting Companies ( as defined as “ Parties ” hereinafter ).

D. PARTS OF THE SCHEME

This Scheme is divided into the following parts:

i. Part I sets out the definitions, interpretation, share capital of all companies which are parties to the Scheme and date of taking effect of the Scheme;

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ii. Part II sets out the provisions for transfer and vesting of the Demerged Undertaking ( as defined hereunder ) as a going concern into the Resulting Companies ( as defined hereunder ) and discharge of consideration in lieu thereof, in compliance with Section 2(19AA) of Income Tax Act; and
iii. Part III sets out the general terms and conditions that would be applicable to this Scheme.

PART I

DEFINITIONS, INTERPRETATION, SHARE CAPITAL AND DATE OF TAKING EFFECT OF THE SCHEME

1. DEFINITIONS

In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the meanings respectively assigned to them:

1.1 “ Act ” means the Companies Act, 2013, the rules made thereunder and will include any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force;
1.2 “ Affiliate ” means, in respect of any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person. In case of natural Persons, Relatives of such Persons shall be deemed to be Affiliates of such natural Persons;
1.3 “ Appointed Date ” means opening of business hours of 1 February 2020 or such other date as may be mutually determined by the Parties and approved by the NCLT;
1.4 “ Applicable Law ” or “ Law ” means (i) any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction; (ii) or any similar form of decision, or determination by, or any interpretation or adjudication having the force of law or other restriction of any Appropriate Authority, as applicable and as enacted or promulgated and whether in effect as of the date of execution of the Scheme or at any time thereafter;
1.5 “ Appropriate Authority ” means any (a) federal, state, local, municipal, or other government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, tribunal, central bank, commission or other authority thereof; (b) governmental or quasi-governmental authority of any nature (including without limitation SEBI, the NCLT, any Stock Exchange, any governmental agency, branch, department or other entity and any court or other tribunal); or (c) body exercising, or entitled to exercise, any administrative, executive, judicial, quasi-judicial, legislative, police, regulatory or taxing authority or power;
1.6 “ Board of Directors ” or “ Board ” in relation to the Demerged Company and the Resulting Companies, as the case may be, means the board of directors of such Party / company, and shall include a committee of directors or any person authorized by such board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to this Scheme or any other matter relating thereto;

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1.7 “ Books and Records ” shall mean all books, records, files, studies, manuals, reports and other materials (in any form or medium) used in connection with or related to Demerged Undertaking, including all advertising /marketing materials, catalogues, price lists, mailing lists, distribution lists, client and customer lists, referral sources, supplier and vendor lists, active and open purchase orders, sales and purchase invoices, contracts, correspondence, customer data testing data and protocols, research and development files, records, data books, intellectual property disclosures and records, equipment logs, operating guides and manuals, specifications, financial and accounting records to the extent, litigation files for any ongoing matters, and personnel and employee benefits records in each case as maintained by ESPL;
1.8 “ Charter Documents ” in respect of a Person that is a body corporate, means the memorandum of association and articles of association of such Person, as applicable, as amended from time to time;
1.9 “ Control ” including with its grammatical variations such as “ Controlled by ”, “ that Controls ” and “ under common Control with ” in relation to a Person means, the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner, provided that a director or officer of a company shall not be considered to be in control over such company, merely by virtue of holding such position;
1.10 “ Demerged Company ” or “ ESPL ” means Evolutionary Systems Private Limited, a private limited company incorporated under the provisions of the Companies Act 1956, bearing corporate identification number U17122GJ2006PTC049073 and having its registered office at 11[th] Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad - 380054, Gujarat, India;
1.11 “ Demerged Liabilities ” has the meaning as set forth in Clause 5.9;
1.12 “ Demerged Undertaking ” means all of the Oracle Services Business and ancillary and support services together with all assets, properties, investments (direct and indirect), obligations, and liabilities of whatsoever nature and kind, and wherever situated, of the Demerged Company, in relation to and pertaining to its Oracle Services Business catering to the overseas market outside India and shall include without limitation:
(a) all assets and liabilities of the Demerged Company pertaining solely to the Oracle Services Business other than the Excluded Assets;
(b) without prejudice to the generality of the provisions of (a) above, the Demerged Undertaking shall include:
- (i) Identified Investments held by the Demerged Company;
- (ii) all movable or immovable (in particular the immovable property at 11th floor, Kataria Arcade, S.G. Highway, Makarba, Ahmedabad 380051), freehold,

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leasehold or licensed, tenancy rights, hire purchase and lease arrangements, real or personal, corporeal or incorporeal or otherwise, present, future, contingent, tangible or intangible, furniture, fixtures, office equipment, appliances, accessories, vehicles, all stocks, sundry debtors, deposits, provisions, advances, recoverables, receivables, title, interest, cash and bank balances, bills of exchange, covenants, all earnest monies, security deposits, or other entitlements, funds, powers, authorities, licences, registrations, quotas, allotments, consents, privileges, liberties, advantages, easements and all the rights, title, interests, goodwill, benefits, fiscal incentives, entitlement and advantages, contingent rights or benefits belonging to or in the ownership, power, possession or the control of or vested in or granted in favor of or held for the benefit of or enjoyed by the Demerged Company solely with respect to the Oracle Services Business catering to the overseas market;

(iii) all contracts, agreements, schemes, arrangements and any other instruments for the purpose of carrying on the business of the Oracle Services Business catering to the overseas market;
(iv) all Tax credits, refunds, reimbursements, claims, concessions, exemptions, benefits under Tax Laws including sales tax deferrals, advance taxes, tax deducted at source, right to carry forward and set-off accumulated losses and unabsorbed depreciation, if any, deferred tax assets, minimum alternate tax credit, goods and service tax credit, deductions and benefits under the Income Tax Act or any other taxation statute enjoyed by the Demerged Company solely with respect to the Oracle Services Business catering to the overseas market; and
(v) all debts, borrowings and liabilities, whether present, future or contingent or deferred tax liabilities, whether secured or unsecured, of the Oracle Services Business catering to the overseas market.
(c) all Permits, licences, approvals, registrations, quotas, incentives, powers, authorities, allotments, consents, rights, benefits, advantages, municipal permissions, trademarks, designs, copyrights, patents and other intellectual property rights of the Demerged Company pertaining to the Oracle Services Business, whether registered or unregistered and powers of every kind, nature and description whatsoever, whether from the government bodies or otherwise, pertaining to or relating to the Oracle Services Business;
(d) all books, records, files, papers, process information, computer programs, software licenses (whether proprietary or otherwise), drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records whether in physical or electronic form solely in connection with or relating solely to the Oracle Services Business; and
(e) all employees of the Demerged Company engaged solely in the Oracle Services Business catering to the overseas market.

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Any question that may arise as to whether a specific asset or liability pertains or does not pertain to the Demerged Undertaking or whether it arises out of the activities or operations of the Demerged Undertaking shall be decided by mutual agreement between the Board of Directors of the Demerged Company and the Resulting Companies.

1.13 “ Effective Date ” means the last of the dates on which the conditions precedent specified in Clause 20 are fulfilled; Any reference in the Scheme to "upon the Scheme becoming effective" or "effectiveness of the Scheme" shall be a reference to the Effective Date;
1.14 “ Encumbrances ” includes, but is not limited to, (i) mortgage, pledge, charge, assignment, hypothecation, security interest, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien, privilege, priority or other encumbrance of any kind having the effect of security, whether created directly or indirectly; (ii) any proxy, power of attorney, voting trust agreement, pre-emptive right, interest, option, right to acquire, right of first offer, refusal or voting, dividend or transfer restriction in favour of any Person; (iii) any adverse claim or demand of any description whatsoever as to the title, possession or use; and (iv) any right pursuant to any existing agreement or commitment to give or create any lien (in the manner set out in sub-clause (i) to (iii) above) and any entitlement to claim any such right;
1.15 “ Equity Shares Equivalents ” has the meaning set forth in Schedule I;
1.16 “ Excluded Assets ” means all investments including equity shares, preference shares, stock, and other securities of associate/subsidiary/joint venture companies held by the Demerged Company other than the Identified Investments and any consideration received on sale of the investments;
1.17 “ Identified Investments ” means investments pertaining to the Demerged Undertaking made by the Demerged Company, in Evolutionary Systems Corp (Woburn, USA) bearing Massachusetts Identification number 465452403, Newbury Cloud Inc. (Woburn, USA) bearing Delaware file number 5638703, Evolutionary Systems Co. Ltd (London, United Kingdom) bearing company number 07559069 and Evolutionary Systems B.V. (Amsterdam, Netherlands) bearing RSIN 858794081, Evolutionary Systems Qatar WLL (Doha, Qatar) bearing commercial registration number 55571, Evolutionary Systems (Singapore) Pte Ltd (Singapore) bearing entity identification number 201418775M, Evolutionary Systems Pty Ltd (Sydney, Australia) bearing ACN 615 406 221, Evolutionary Systems Saudi LLC (Riyadh, KSA), and Evolutionary Systems (Petaling Jaya, Malaysia) bearing company number 1140231;
1.18 “ Income Tax Act ” means the Income Tax Act 1961 and applicable rules in this regard;
1.19 “ Indian Accounting Standards ” means the Indian accounting standards (Ind AS) notified under section 133 of the Act read with relevant applicable rules and the relevant provisions;
1.20 “ INR ” means Indian Rupee, the lawful currency of the Republic of India;
1.21 “ Key Employee ” means the following:

Name	Department	Role	Designation
Diwakar Rao	Delivery	LeadingNorth America Delivery	Senior Vice President

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Snehal Chaniyara.	Pre-sales	Leading North America Presales	Senior Vice President
Yashodhar Bhinde	Delivery and pre-sales	Leading UK/Europe Delivery& Presales	Senior Vice President
Gary Barnes	Sales	Sales head of Rest of world(NA,Europe,APAC)	Senior Vice President
Sunil Kothari	Delivery	Leading ERP/HCM Practices & Global COE	Senior Vice President
Tarun Nahata	Delivery	Leadingthe HCM Practice	Senior Director
Nimesh Shah	Delivery	Leadingthe ERP Practice	Practise Director
Murtuza Kadiyani	Pre-sales	Leading pre-sales of Asia Pacific	Senior Vice President
Arpan Makwana	Pre-sales	Leading the technology Practice	Vice President

1.22 “ MAC Event ” with reference to a Party means any event, occurrence, fact, condition, change, development, omission or effect that would: (a) impede the performance or enforceability of this Scheme by such Party; or (b) have a materially adverse impact on the business, assets, liabilities and financial condition of the Party, but excluding: (i) any change affecting economic or financial conditions at a global, national or regional level, as applicable, and not being specific to the Party; or (ii) any change caused by the announcement of or pursuant to the transactions contemplated in this Scheme;
1.23 “ Mastek ” means a public limited company incorporated under the provisions of Companies Act, 1956, bearing corporate identification number L74140GJ1982PLC005215 and having its registered office presently situated at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat - 380006;
1.24 “ Mastek Consideration Securities ” means 42,35,294 (forty two lakhs thirty five thousand two hundred ninety four) equity shares of Mastek Limited of face value INR 5/- each (Indian Rupees Five) each, listed on the Stock Exchanges, as defined in Clause 11.1 of the Scheme;
1.25 “ NCLT ” means the National Company Law Tribunal as constituted and authorized as per the provisions of the Act for approving any scheme of arrangement, compromise or reconstruction of companies under Sections 230 to 232 of Companies Act, 2013;
1.26 “ New Shareholders ” means Mr Umang Tejkaran Nahata, Mr Rakesh Raman and Mr Ummed Singh Nahata;
1.27 “ Oracle Services Business ” means services around enterprise package implementation, upgrade and support for on-premise and cloud versions from Oracle and includes procuring Oracle ERP license on behalf of client along with implementation/ upgrade services. Enterprise packages includes enterprise resource planning, human capital management, client relationship management, business intelligence, business analytics and equivalents;

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1.28 “ Ordinary Course of Business ” means carrying on the business of a company in normal course and consistent with its Charter Documents, past custom and practice (including with respect to quantity and frequency). Provided that a series of related transactions when taken together are not in the Ordinary Course of Business, then such series of transactions shall not be deemed to be in the Ordinary Course of Business;
1.29 “ Parties ” shall mean collectively the Demerged Company and the Resulting Companies and “ Party ” shall mean each of them, individually;
1.30 “ Permits ” means all consents, licences, permits, certificates, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, whether governmental, statutory, regulatory or otherwise as required under Applicable Law;
1.31 “ Person ” means a natural person, company, corporation, association, unincorporated association, society, Hindu undivided family, partnership (general or limited), joint venture, estate, trust, limited liability company, limited liability partnership, proprietorship, single business unit, division or undertaking of any of the above or, any other legal entity, individual, government or Appropriate Authority;
1.32 “ Record Date ” means the date to be fixed by the Board of the Demerged Company in consultation with the Resulting Companies for the purpose of determining the shareholders of the Demerged Company for issue of securities of the Resulting Companies, pursuant to Clause 11 of this Scheme;
1.33 “ Relative ” has the meaning set forth in the Act;
1.34 “ Remaining Business of the Demerged Company ” means all the business, units, divisions, undertakings, and assets and liabilities of the Demerged Company relating to the India domestic business which does not form part of the Demerged Undertaking and shall always include assets and liabilities pertaining to the above businesses and the Excluded Assets;
1.35 “ Resulting Companies ” means TAISPL and Mastek, collectively;
1.36 “ Resulting Companies New Securities ” has the meaning as set forth in Clause 11.1;
1.37 “ SEBI ” means the Securities and Exchange Board of India;
1.38 “ SEBI Circular ” means the circular issued by the SEBI, being Circular CFD/DIL3/CIR/2017/21 dated 10 March 2017, and any amendments thereof, modifications or replacement, issued pursuant to regulations 11, 37 and 94 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015;
1.39 “ Scheme ” or “ this Scheme ” means this Scheme of Arrangement in its present form submitted to the NCLT or with any modification(s) made under Clause 19 of the Scheme as approved by the NCLT.

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1.40 “ Stock Exchanges ” means BSE Limited and National Stock Exchange of India Limited, as may be applicable.
1.41 “ TAISPL ” means Trans American Information Systems Private Limited, a private limited company incorporated under Companies Act, 1956, bearing corporate identification number CIN U51505GJ1999PTC112745 and having its registered office at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad Gujarat- 380006;
1.42 “ TAISPL CCPS ” means compulsorily convertible preference shares of TAISPL of face value INR 10/- (Indian Rupees Ten), issued on terms and conditions set out in Schedule I to this Scheme as defined in Clause 11.1 of the Scheme;
1.43 “ Tax ” or “ Taxes ” means (a) any and all taxes, duties, imposts, levies, premiums, impositions, transfer charges, cess, surcharge, charges in the nature of tax and any fine, cost, penalty or interest connected therewith, including corporate tax, income tax, dividend distribution tax, interest tax, withholding taxes, capital gains tax, value added tax, goods and services tax, gift tax, wealth tax, sales tax, service tax, stamp duty, registration fees, foreign travel tax, octroi, turnover tax, excise duty, customs duty, import duty, development cess, rates, property tax or other tax of whatever kind (including any fee, assessment or other charges in the nature of or in lieu of any tax) that is imposed by any Appropriate Authority; and (b) any interest, fines, penalties, surcharges or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute; and
1.44 “ Tax Laws ” means all Applicable Laws dealing with Taxes including but not limited to income tax, wealth tax, sales tax/ value added tax, service tax, goods and service tax, excise duty, customs duty or any other levy of similar nature.

2. INTERPRETATION:

In this Scheme, unless the context otherwise requires:

(a) the words “ including ”, “ include ” or “ includes ” shall be interpreted in a manner as though the words “ without limitation ” immediately followed the same;
(b) any document or agreement includes a reference to that document or agreement as varied, amended, supplemented, substituted, novated or assigned, from time to time, in accordance with the provisions of such a document or agreement;
(c) the words “ other ”, “ or otherwise ” and “ whatsoever ” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to;
(d) headings are inserted for ease of reference only and shall not affect the construction or interpretation of the relevant provisions of this Scheme;
(e) the term “ Clause ” or “ Sub-Clause ” refers to the specified clause of this Scheme, as the case may be;

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(f) reference to any legislation, statute, regulation, rule, notification, or any other provision of law means and includes references to such legal provisions as amended, supplemented or re-enacted from time to time, and any reference to legislation or statute includes any sub-ordinate legislation made from time to time under such a legislation or statute and regulations, rules, notifications or circulars issued under such a legislation or statute;
(g) words denoting the singular shall include the plural and vice versa;
(h) unless otherwise defined, the reference to the word “ days ” shall mean calendar days; and
(i) reference to dates and times shall be construed to be reference to Indian dates and times.

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, the Income Tax Act, the Securities Contract Regulation Act, 1956, the Depositories Act, 1996 and other Applicable Laws, rules, regulations, bye-laws, as the case may be or any statutory modification or re-enactment thereof from time to time.

3. SHARE CAPITAL

3.1 ESPL

The authorized share capital and the issued, subscribed and fully paid-up share capital of ESPL, as on 31 January 2020 is as under:

Share Capital	INR
Authorised Share Capital
1,10,00,000 equityshares of INR 10 each	11,00,00,000
Total	11,00,00,000
Issued, Subscribed and Fully paid-up Share Capital
1,00,00,000 equityshares of INR 10 each	10,00,00,000
Total	10,00,00,000

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of the Demerged Company till the date of approval of the Scheme by the Board of the Demerged Company.

3.2 TAISPL

The authorized share capital and the issued, subscribed and fully paid-up share capital of TAISPL, as on 31 January 2020 is as under:

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Share Capital	INR
Authorised Share Capital
1,00,000 equityshares of INR 10 each	10,00,000
Total	10,00,000
Issued, Subscribed and Fully paid-up Share Capital
34,520 equityshares of INR 10 each	3,45,200
Total	3,45,200

As on date, TAISPL is a wholly owned subsidiary of Mastek. Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of TAISPL till the date of approval of the Scheme by the Board of TAISPL.

3.3 Mastek

The authorized share capital and the issued, subscribed and fully paid-up share capital of Mastek, as on 31 January 2020 is as under:

Share Capital	INR
Authorised Share Capital
4,00,00,000 equityshares of INR 5 each	20,00,00,000
20,00,000preference shares of INR 100 each	20,00,00,000
Total	40,00,00,000
Issued, Subscribed and Fully paid-up Share Capital
2,42,55,233 equityshares of INR 5 each	12,12,76,165
Total	12,12,76,165

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of Mastek till the date of approval of the Scheme by the Board of Mastek.

Mastek has 3 ongoing Employee Stock Option Plans (ESOPs) at present:

(i) ESOP Plan V;
(ii) ESOP Plan VI; and
(iii) ESOP Plan VII

Pool balances as on 31 January 2020 are:

(i) Plan V- 10,75,236 options;
(ii) Plan VI- 3,39,409 options; and
(iii) Plan VII- 4,54,331 options.

The equity shares of Mastek are listed on the Stock Exchanges.

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4. DATE OF TAKING EFFECT AND OPERATIVE DATE

Part II of this Scheme in its present form or with any modification(s) made as per Clause 19 shall become effective from the Appointed Date but shall be operative from the Effective Date. Therefore, for all Tax purposes, the Scheme would be effective from the Appointed Date. Notwithstanding the above, the accounting treatment to be adopted to give effect to the provisions of the Scheme would be in consonance with Indian Accounting Standards, 103 (Ind AS 103) and mere adoption of such accounting treatment will not in any manner affect the transfer of Demerged Undertaking of the Demerged Company with the Resulting Companies from the Appointed Date.

PART II

DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

5. DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

5.1 Upon the Scheme becoming effective and with effect from the Appointed Date and subject to the provisions of this Scheme and pursuant to Sections 230 to 232 of the Act, and in accordance with Section 2(19AA) of the Income Tax Act, the Demerged Undertaking along with all its assets, liabilities, investments, contracts, arrangements, employees, Permits, records, etc. pertaining to the Demerged Undertaking, shall without any further act, instrument or deed, be demerged from the Demerged Company and transferred to, and be vested in or be deemed to have been transferred to and vested in TAISPL as a going concern so as to become as on the Appointed Date, the assets, liabilities, investments, contracts, arrangements, employees, Permits, records, etc. of TAISPL by virtue of operation of law and in the manner provided in this Scheme.
5.2 In respect of such of the assets and properties forming part of the Demerged Undertaking which are movable in nature (including but not limited to all intangible assets) or are otherwise capable of transfer by delivery or possession or by endorsement, the same shall stand transferred by the Demerged Company to TAISPL upon coming into effect of this Scheme and shall, ipso facto and without any other order to this effect, become the assets and properties of TAISPL without requiring any deed or instrument of conveyance for transfer of the same.
5.3 Subject to Clause 5.4 below, with respect to the assets of the Demerged Undertaking other than those referred to in Clause 5.2 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds and any other securities, sundry debtors, claims from customers or otherwise, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with any Appropriate Authority, customers and other Persons, whether or not the same is held in the name of the Demerged Company, the same shall, without any further act, instrument or deed, be transferred to and vested in and / or be deemed to be transferred to and vested in TAISPL, with effect from the Appointed Date by operation of law as transmission in favour of TAISPL. With regard to the licenses of the properties, TAISPL will enter into novation agreements, if it is so required.

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5.4 In respect of such of the assets and properties forming part of the Demerged Undertaking which are immovable in nature, whether or not included in the books of the Demerged Company, including rights, interest and easements in relation thereto, the same shall stand transferred to and be vested in TAISPL with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by the Demerged Company and / or TAISPL.
5.5 For the avoidance of doubt and without prejudice to the generality of Clause 5.4 above and Clause 5.6 below, it is clarified that, with respect to the immovable properties comprised in the Demerged Undertaking in the nature of land and buildings, the Parties shall register the true copy of the orders of the NCLT approving the Scheme with the offices of the relevant Subregistrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents as may be necessary in this regard. For the avoidance of doubt, it is clarified that any document executed pursuant to this Clause 5.5 or Clause 5.6 below will be for the limited purpose of meeting regulatory requirements and shall not be deemed to be a document under which the transfer of any part of the Demerged Undertaking takes place and the Demerged Undertaking shall be transferred solely pursuant to and in terms of this Scheme and the order of the NCLT sanctioning this Scheme.
5.6 Notwithstanding anything contained in this Scheme, with respect to the immovable properties comprised in the Demerged Undertaking in the nature of land and buildings situated in states other than the state of Gujarat, whether owned or leased, for the purpose of, inter alia , payment of stamp duty and vesting in TAISPL, if TAISPL so decides, the Parties, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of TAISPL in respect of such immovable properties. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under Applicable Law), shall be deemed to be conveyed at a value determined by the relevant authorities in accordance with the applicable circle rates. The transfer of such immovable properties shall form an integral part of this Scheme.
5.7 Upon the Scheme coming into effect and with effect from the Appointed Date, all rights entitlements, licenses, applications and registrations relating to copyrights, trademarks, service marks, brand names, logos, patents and other intellectual property rights of every kind and description, whether registered or unregistered or pending registration, and the goodwill arising therefrom, relatable to the Demerged Undertaking, to which either the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible or entitled, shall become the rights, entitlement or property of TAISPL and shall be enforceable by or against TAISPL, as fully and effectually as if, instead of the Demerged Company, TAISPL had been a party or beneficiary or obligee thereto or the holder or owner thereof.
5.8 The Demerged Company may, at its sole discretion but without being obliged to, give notice in such form as it may deem fit and proper, to such Persons, as the case may be, that any debt, receivable, bill, credit, loan, advance, debenture or deposit relating to the Demerged Undertaking stands transferred to and vested in TAISPL and that appropriate modification should be made in their respective books / records to reflect the aforesaid changes.

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5.9 Upon effectiveness of the Scheme, all debts, liabilities, loans, obligations and duties of the Demerged Company as on the Appointed Date and relatable to the Demerged Undertaking (“ Demerged Liabilities ”) shall, without any further act, instrument or deed, be and stand transferred to and be deemed to be transferred to TAISPL and TAISPL shall meet, discharge and satisfy the same. The term “ Demerged Liabilities ” shall include without limitation:
5.9.1 the debts, liabilities and obligations incurred and duties of any kind, nature or description (including contingent liabilities) which arise out of the activities or operations of the Demerged Undertaking;
5.9.2 the specific loans, credit facilities, overdraft facilities and borrowings (including debentures, bonds, notes and other debt securities) raised, incurred and utilized solely for the activities or operations of the Demerged Undertaking; and
5.9.3 in cases other than those referred to in Clause 5.9.1 or 5.9.2 above, so much of the amounts of general or multipurpose borrowings, if any, of the Demerged Company, as stand in the same proportion which the value of the assets transferred pursuant to the demerger of the Demerged Undertaking bear to the total value of the assets of the Demerged Company immediately prior to the Appointed Date.

In so far as indirect tax liabilities are concerned, in particular, any liability with respect to the goods and service tax, value added tax, purchase tax, sales tax or any other duty or Tax in relation to the Demerged Undertaking and pertaining to the period prior to the Appointed Date, including all or any liability pertaining to the period prior to the Appointed Date, shall be treated as liability of TAISPL, to the extent permissible under Applicable Law.

5.10 In so far as any Encumbrance in respect of Demerged Liabilities is concerned, such Encumbrance shall, without any further act, instrument or deed being required to be taken or modified, be extended to and shall operate only over the assets comprised in the Demerged Undertaking which have been Encumbered in respect of the Demerged Liabilities as transferred to TAISPL pursuant to the Scheme. Provided that, if any of the assets comprised in the Demerged Undertaking which are being transferred to TAISPL pursuant to this Scheme have not been Encumbered in respect of the Demerged Liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above. For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business of the Demerged Company are concerned, the Encumbrance, if any, over such assets relating to the Demerged Liabilities shall without any further act, instrument or deed being required, be released and the Demerged Company shall be discharged from the obligations and Encumbrances relating to the same. Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the Encumbrance over such assets relating to any loans, borrowings or other debts which are not transferred to TAISPL pursuant to this Scheme and which continue with the Demerged Company shall without any further act, instrument or deed be released from such Encumbrance and shall no longer be available as security in relation to such liabilities.

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5.11 If the Demerged Company is entitled to any unutilized credits (including accumulated losses and unabsorbed depreciation), benefits under the state or central fiscal / investment incentive schemes and policies or concessions relating solely to the Demerged Undertaking under any Tax law or Applicable Law, TAISPL shall be entitled, as an integral part of the Scheme, to claim such benefit or incentives or unutilised credits as the case may be without any specific approval or permission. Without prejudice to the generality of the foregoing, in respect of unutilized input credits of goods and service tax of the Demerged Company, the portion which will be attributed to the Demerged Undertaking and be transferred to TAISPL shall be determined by the Board of the Demerged Company in accordance with the Applicable Law.
5.12 Upon the Scheme becoming effective, the Demerged Company and TAISPL shall have the right to revise their respective financial statements and returns along with prescribed forms, filings and annexures under the Tax Laws and to claim refunds and / or credit for Taxes paid and for matters incidental thereto, if required, to give effect to the provisions of the Scheme. It is further clarified that TAISPL shall be entitled to claim deduction under Section 43B of the Income Tax Act in respect of unpaid liabilities transferred to it as part of the Demerged Undertaking to the extent not claimed by the Demerged Company, as and when the same are paid subsequent to Appointed Date.
5.13 Subject to this Clause 5 and any other provisions of the Scheme, in respect of any refund, benefit, incentive, grant or subsidy in relation to or in connection with the Demerged Undertaking, the Demerged Company shall, if so required by TAISPL, issue notices in such form as TAISPL may deem fit and proper, stating that pursuant to the NCLT having sanctioned this Scheme, the relevant refund, benefit, incentive, grant or subsidy be paid or made good to or held on account of TAISPL, as the Person entitled thereto, to the end and intent that the right of the Demerged Company to recover or realise the same stands transferred to TAISPL and that appropriate entries should be passed in their respective books to record the aforesaid changes.
5.14 On and from the Effective Date, all cheques and other negotiable instruments and payment orders received or presented for encashment which are in the name of the Demerged Company and are in relation to or in connection with the Demerged Undertaking, shall be accepted by the bankers of TAISPL and credited to the account of TAISPL, if presented by TAISPL.
5.15 TAISPL shall be entitled to the benefit of all pre-qualification, track-record, experience, goodwill and all other rights, claims and powers of whatsoever nature and wheresoever situated belonging to or in the possession of or granted in favour of or enjoyed by the Demerged Company in connection with or pertaining or relatable to the Demerged Undertaking for all intents and purposes and specifically including but not limited to the track-record and experience of having undertaken, performed and/or executed the business and / or orders by the Demerged Company from the commencement of its business.
5.16 TAISPL shall at any time upon the Scheme coming into effect and in accordance with the provisions hereof, if so required under any Law or otherwise execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to the Demerged Undertaking to which the Demerged Company has been a party, in order to give formal effect to the above provisions.

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5.17 Without prejudice to the provisions of the foregoing sub-clauses of this Clause 5 and upon the effectiveness of this Scheme, the Demerged Company and TAISPL may execute any and all instruments or documents and do all acts, deeds and things as may be required, including filing of necessary particulars and/ or modification(s) of charge with the concerned Registrar of Companies or filing of necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme.
5.18 This part of the Scheme has been drawn up to comply with the conditions relating to “ Demerger ” as specified under Section 2(19AA) of the Income Tax Act. If any terms or provisions of the Scheme is / are inconsistent with the provisions of Section 2(19AA) of the Income Tax Act, the provisions of Section 2(19AA) of the Income Tax Act shall prevail and the Scheme shall stand modified to the extent necessary to comply with Section 2(19AA) of the Income Tax Act; such modification to not affect other parts of the Scheme. In accordance with Section 2(41A) of the Income Tax Act, TAISPL and Mastek shall be considered as the Resulting Companies. Further, in accordance with Section 2(19AAA) of the Income Tax Act, ESPL shall be considered as the Demerged Company.

6. PERMITS

6.1 With effect from the Appointed Date, the Permits relating to the Demerged Undertaking shall be transferred to and vested in TAISPL and the concerned licensor and grantors of such Permits shall endorse where necessary and record the name of TAISPL on such Permits so as to empower and facilitate the approval and vesting of the Demerged Undertaking in TAISPL and continuation of operations pertaining to the Demerged Undertaking in TAISPL without any hindrance and the Permits shall stand transferred to and vested in, and shall be deemed to be transferred to and vested in TAISPL without any further act, instrument or deed and shall be appropriately mutated by the Appropriate Authorities concerned therewith in favour of TAISPL as if the same were originally given by, issued to or executed in favour of TAISPL and TAISPL shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits thereunder shall be available to TAISPL.
6.2 The benefit of all Permits pertaining to the Demerged Undertaking shall, without any other order to this effect, transfer to and vest in and become available to TAISPL pursuant to the sanction of this Scheme by the NCLT.
6.3 Notwithstanding the generality of the foregoing provisions, all electricity, gas, water and other utility connections and tariff rates in respect thereof sanctioned by various public sector and private companies, boards, agencies and authorities in different states pertaining to the Demerged Undertaking, together with security deposits and all other advances paid, shall stand automatically transferred in favour of TAISPL on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed.

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7. CONTRACTS

7.1 All contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, rights, entitlements, licenses for the purpose of carrying on the business of the Demerged Undertaking and in relation thereto, and those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Demerged Undertaking, or to the benefit of which the Demerged Company may be eligible and which are subsisting or having effect immediately before this Scheme coming into effect, shall by endorsement, by delivery or recordal or by operation of law pursuant to the order of the NCLT sanctioning the Scheme, and on this Scheme becoming effective be deemed to be contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, rights, entitlements and licenses (including licenses granted by any Appropriate Authority) of TAISPL. Such properties and rights described hereinabove shall stand vested in TAISPL and shall be deemed to be the property and become the property by operation of law as an integral part of TAISPL. Such contracts and properties described above shall continue to be in full force and continue as effective as hitherto in favour of or against TAISPL and shall be the legal and enforceable rights and interests of TAISPL, which can be enforced and acted upon as fully and effectually as if it were the Demerged Company. Upon this Scheme becoming effective, the rights, benefits, privileges, duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts and properties relating to the Demerged Undertaking, shall be deemed to have been entered into and stand assigned, vested and novated to TAISPL by operation of Law and TAISPL shall be deemed to be the Demerged Company’s substituted party or beneficiary or obligor thereto, it being always understood that TAISPL shall be the successor in interest of the Demerged Company in relation to the properties or rights mentioned hereinabove.
7.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Demerged Undertaking occurs by virtue of this Scheme, TAISPL may, at any time after the coming into effect of this Scheme, in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations, other writings or tripartite arrangements with any party to any contract or arrangement to which the Demerged Company is a party or any writings as may be necessary in order to give effect to the provisions of this Scheme. With effect from the Effective Date, TAISPL shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Demerged Company and to carry out or perform all such formalities or compliances referred to above, on the part of the Demerged Company with respect to Demerged Undertaking.
7.3 On and from the Effective Date, and thereafter, TAISPL shall be entitled to enforce all pending contracts and transactions and issue credit notes on behalf of the Demerged Company, in relation to or in connection with the Demerged Undertaking, in the name of TAISPL in so far as it may be necessary until the transfer of rights and obligations of the Demerged Undertaking to TAISPL under this Scheme have been given effect to under such contracts and transactions.

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7.4 Without prejudice to the aforesaid, it is clarified that if any contracts, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in relation to the Demerged Undertaking which the Demerged Company owns or to which the Demerged Company is a party, cannot be transferred to the Resulting Companies for any reason whatsoever, the Demerged Company shall hold such assets, contracts, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of the Resulting Companies, in so far as it is permissible so to do, till such time as the transfer is effected.

8. EMPLOYEES AND STAFF

8.1 Upon the effectiveness of this Scheme and with effect from the Effective Date, TAISPL undertakes to engage, without any interruption in service, all employees of the Demerged Company engaged in or in relation to the Demerged Undertaking, on terms and conditions no less favourable than those on which they are engaged by the Demerged Company. TAISPL undertakes to continue to abide by any agreement / settlement or arrangement entered into or deemed to have been entered into by the Demerged Company with any of the aforesaid employees or union representing them. TAISPL agrees that the services of all such employees with the Demerged Company prior to the demerger shall be taken into account for the purposes of all existing benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, gratuity and other retiral / terminal benefits.
8.2 The accumulated balances, if any, standing to the credit of the aforesaid employees in the existing provident fund, gratuity fund and superannuation fund of which they are members, as the case may be, will be transferred respectively, together with the asset balances of the respective funds, to such provident fund, gratuity fund and superannuation funds nominated by TAISPL and/or such new provident fund, gratuity fund and superannuation fund to be established in accordance with Applicable Law and caused to be recognized by the Appropriate Authorities, by TAISPL. Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the said employees would be continued to be deposited in the existing provident fund, gratuity fund and superannuation fund respectively of the Demerged Company.

With effect from the Appointed Date and up to and including the Effective Date, the Demerged Company shall not vary the terms and conditions of employment of any of the employees of the Demerged Company pertaining to the Demerged Undertaking except in the Ordinary Course of Business or without the prior consent of the Board of Directors of TAISPL or pursuant to any pre-existing obligation undertaken by the Demerged Company.

8.3 With effect from the Appointed Date and up to and including the Effective Date, the Demerged Company shall not vary or modify the terms and conditions of employment of any of its said employees, except with the written consent of the Resulting Companies unless it is in the Ordinary Course of Business. However, the terms and conditions of their employment with the Resulting Companies shall be no less favourable than those on which they were engaged in the Demerged Company.

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9. LEGAL PROCEEDINGS

9.1 Upon coming into effect of this Scheme, all suits, actions, administrative proceedings, tribunals proceedings, show cause notices, demands and legal proceedings of whatsoever nature (including proceedings with respect to Income Tax Act) by or against the Demerged Company pending and / or arising on or before the Appointed Date or which may be instituted any time thereafter and in each case relating to the Demerged Undertaking shall not abate or be discontinued or be in any way prejudicially affected by reason of this Scheme or by anything contained in this Scheme but shall be continued and be enforced by or against TAISPL with effect from the Appointed Date in the same manner and to the same extent as would or might have been continued and enforced by or against the Demerged Company. Except as otherwise provided herein, the Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings that stand transferred to TAISPL. TAISPL shall be substituted in place of the Demerged Company or added as parties to such proceedings and shall prosecute or defend such proceedings at their own cost, in cooperation with the Demerged Company and the liability of the Demerged Company shall consequently stand nullified. The Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings in relation to the Demerged Undertaking.
9.2 TAISPL undertakes to have all legal or other proceedings (including proceedings with respect to Income Tax Act) initiated by or against the Demerged Company referred to in Clause 9.1 above transferred to its name as soon as is reasonably practicable after the Effective Date and to have the same continued, prosecuted and enforced by or against TAISPL to the exclusion of the Demerged Company on priority. Both the concerned Parties shall make relevant applications and take all steps as may be required in this regard. Post the Appointed Date, any benefits, whether by way of recovery, realization of any amount and/or asset or otherwise, accruing to the Demerged Company out of legal or other proceedings pertaining to the Demerged Undertaking shall be forthwith transferred and / or handed over to TAISPL.
9.3 Notwithstanding anything contained hereinabove, if at any time after the Effective Date, the Demerged Company is in receipt of any demand, claim, notice and / or is impleaded as a party in any proceedings before any Appropriate Authority (including proceedings with respect to Income Tax Act), in each case in relation to the Demerged Undertaking, the Demerged Company shall, in view of the transfer and vesting of the Demerged Undertaking pursuant to this Scheme, take all such steps in the proceedings before the Appropriate Authority to replace the Demerged Company with TAISPL. However, if the Demerged Company is unable to get TAISPL replaced in such proceedings, the Demerged Company shall defend the same or deal with such demand in accordance with the advice of TAISPL and at the cost of TAISPL and the latter shall reimburse to the Demerged Company all liabilities and obligations incurred by the Demerged Company in respect thereof.
9.4 This Scheme complies with the definition of “ Demerger ” as per Sections 2(19AA) and other provisions of the Income Tax Act. If any terms of this Scheme are found to be or interpreted to be inconsistent with provisions of the Income Tax Act, then this Scheme shall stand modified to be in compliance with Section 2(19AA) of the Income Tax Act.

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10. TAXES

10.1 All Taxes (including income tax, sales tax, excise duty, customs duty, service tax, VAT, goods and service tax, etc.) paid or payable by the Demerged Company in respect of the operations and / or the profits of the Demerged Undertaking up to the Appointed Date, shall be on account of the Demerged Company and hence paid or payable by ESPL. Insofar as it relates to the tax payment (including without limitation income tax, sales tax, excise duty, custom duty, service tax, VAT, goods and service tax etc.), whether by way of deduction at source or otherwise howsoever by the Demerged Company in respect of the profits or activities or operations of its business relating to the Demerged Undertaking after the start of business on the Appointed Date, the same shall be deemed to be the corresponding item paid or payable by TAISPL and shall, in all proceedings, be dealt with accordingly.
10.2 On the Scheme becoming effective, the Demerged Company and TAISPL may revise their respective returns pertaining to income tax, goods and service tax, service tax, sales tax, VAT and other Tax returns, and claim refunds and/or credits including credits relating to tax deducted at source, as applicable pursuant to the provisions of this Scheme.
10.3 The Demerged Company may be entitled to various incentive schemes and pursuant to the Scheme, it is declared that the benefits under all such schemes and policies pertaining to the Demerged Undertaking shall stand transferred to and vested in the Resulting Companies and all benefits, entitlements and incentives of any nature whatsoever including benefits under the income tax, excise, sales tax, service tax, goods and services tax, exemptions, concessions, remissions, subsidies and other incentives in relation to the Demerged Undertaking, to the extent statutorily available, shall be claimed by the Resulting Companies.

11. CONSIDERATION

11.1 Upon this Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, securities shall be issued by each of the Resulting Companies (“ Resulting Companies New Securities ”) as follows, without any further application, act, deed, consent, acts, instrument or deed, issue and allot, on a proportionate basis to each shareholder of the Demerged Company whose name is recorded in the register of members as member of the Demerged Company as on the Record Date:
42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value INR 5/- (Indian Rupees Five) each, of Mastek (“ Mastek Consideration Securities ”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each; (i.e, "4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of INR 5/- (Indian Rupees Five) each of Mastek ("Mastek Consideration Securities") for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder."); and
15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I hereto) of INR 10/- (Indian Rupees Ten) each of TAISPL (“ TAISPL CCPS ”) for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each, held by such shareholder.

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11.2 The Resulting Companies New Securities to be issued and allotted as provided in Clause 11.1 above shall be subject to the provisions of the memorandum of association and articles of association of the Resulting Companies, respectively and shall rank pari passu in all respects with any existing securities of the Resulting Companies after the Effective Date including with respect to dividend, bonus, right shares, voting rights and other corporate benefits attached to the securities of the Resulting Companies, respectively.
11.3 The issue and allotment of the Resulting Companies New Securities is an integral part hereof and shall be deemed to have been carried out under the orders passed by the NCLT without requiring any further act on the part of the Resulting Companies or the Demerged Company or their shareholders and as if the procedure laid down under the Act and such other Applicable Law as may be applicable, were duly complied with. It is clarified that the approval of the members of the Resulting Companies and / or the Demerged Company to this Scheme, shall be deemed to be their consent / approval for the issue and allotment of the Resulting Companies New Securities.
11.4 The Resulting Companies New Securities issued pursuant to Clause 11.1 above shall be in dematerialized or physical form as may be determined by the Board of Mastek and TAISPL. In the event that such notice has not been received by the Resulting Companies in respect of any of the shareholders of Demerged Company, the Resulting Companies New Securities, shall be issued to such shareholders in dematerialized form or physical form provided, in the event TAISPL CCPS issued in the dematerialized form the shareholders of Demerged Company shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required. In the event that the Resulting Companies have received notice from any shareholder that Resulting Companies New Securities are to be issued in physical form or if any shareholder has not provided the requisite details relating to his / her / its account with a depository participant or other confirmations as may be required or if the details furnished by any shareholder do not permit electronic credit of the shares of the Resulting Companies, then the Resulting Companies shall issue the Resulting Companies New Securities in physical form to such shareholder or shareholders.
11.5 In case any shareholder’s shareholding in the Demerged Company is such that such shareholder becomes entitled to a fraction of a security of Mastek, Mastek shall not issue fractional share certificate to such shareholder but shall consolidate such fractions and round up the aggregate of such fractions to the next whole number and issue and allot the consolidated shares directly to a trustee nominated by the Board of Mastek in that behalf, who shall sell such shares in the market at such price or prices and on such time or times as the trustee may in its sole discretion decide and on such sale, shall pay to Mastek, the net sale proceeds (after deduction of applicable taxes and other expenses incurred), whereupon Mastek shall, subject to withholding tax, if any, distribute such sale proceeds to the concerned shareholders of the Demerged Company in proportion to their respective fractional entitlements so sold by the trustee.
11.6 In case any shareholder’s shareholding in the Demerged Company is such that such shareholder becomes entitled to a fraction of the TAISPL CCPS, TAISPL shall round the same up to the next whole number.

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11.7 In the event, the Parties restructure their equity share capital by way of share split / consolidation / issue of bonus shares during the pendency of the Scheme, the share exchange ratio, per Clause 11.1 above shall be adjusted (including stock options) accordingly, to consider the effect of any such corporate actions.
11.8 Mastek shall apply for listing of Mastek Consideration Securities on the Stock Exchanges in terms of and in compliance of SEBI Circular and any other Applicable Law. Mastek Consideration Securities allotted by Mastek in terms of Clause 11.1 above, pursuant to the Scheme, shall remain frozen in the depository system till listing / trading permission is given by the designated Stock Exchange.
11.9 Mastek shall enter into such arrangements and give such confirmations and / or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the Stock Exchanges.
11.10 Mastek Consideration Securities to be issued and allotted to the equity shareholders of ESPL pursuant to Clause 11.1 above of the Scheme and will be listed and / or admitted to trading on the Stock Exchanges, where the equity shares of Mastek are listed and / or admitted to trading in accordance with the Applicable Laws including without limitation the SEBI Circulars. Mastek shall enter into such arrangements and give such confirmations and / or undertakings as may be necessary in accordance with the Applicable Laws or regulations for complying with the formalities of the said Stock Exchanges.
11.11 Upon the Scheme, becoming effective, the authorized share capital of TAISPL shall stand reclassified from its existing authorized share capital of INR 10,00,000 (Indian Rupees Ten lakhs) divided into 1,00,000 (one lakh) equity shares of INR 10 (Indian Rupees Ten) to INR 10,00,000 (Indian Rupees Ten lakhs) divided into 85,000 (eighty five thousand) equity shares of INR 10 (Indian Rupees Ten) each and 15,000 (fifteen thousand) compulsorily convertible preference shares of INR 10 (Indian Rupees Ten) each without any further act or deed in terms of this Scheme. Accordingly, the words and figures in Clause V of the Memorandum of Association and Clause 4 of Part IV of Article of Association of TAISPL shall stand modified and be substituted to read as follows

“V. The authorized share capital of the Company is INR 10,00,000 (Rupees Ten Lakhs) divided into 85,000 (Eighty five thousand) equity shares of INR 10 (Rupees Ten only) each and 15,000 (Fifteen Thousand) Compulsorily Convertible Preference Shares of INR 10 (Rupees Ten only) each.”

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11.12 It is clarified that the approval of the shareholders of TAISPL to this Scheme shall be deemed that shareholders of TAISPL have also accorded their consent under Sections 13, 14, 42, 55, 61, 62 and 64 of the Act and / or other provisions of the Act and rules made thereunder as may be applicable for the aforesaid reclassification of authorised share capital, alteration of the Charter Documents and issuance of TAISPL CCPS to the shareholders of the Demerged Company and all actions taken in accordance with this Clause 11 of this Scheme shall be deemed to be in full compliance of Sections 13, 14, 42, 55, 61, 62 and 64 of the Act and other applicable provisions of the Act and that no further resolution or actions under Section 13, 14, 42, 55, 61, 62 and 64 of the Act and / or any other applicable provisions of the Act and rules made thereunder including, inter-alia , issuance of a letter of offer by TAISPL shall be required to be passed or undertaken.
11.13 It is also clarified that the approval of the equity shareholders of Mastek to this Scheme, pursuant to Section 230 to 232 of the Act, it shall be deemed that equity shareholders of Mastek have also accorded their consent under Sections 23, 42 and 62 of the Act and / or other provisions of the Act and rules made thereunder and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 as may be applicable for the aforesaid new issuance of Mastek Consideration Securities to the shareholders of the Demerged Company and all actions taken in accordance with this Clause 11 of this Scheme shall be deemed to be in full compliance of Sections 23, 42 and 62 of the Act and other applicable provisions of the Act and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 and that no further resolution or actions under Section 42 and 62 of the Act and / or any other applicable provisions of the Act and rules made thereunder and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 including, inter-alia , issuance of a letter of offer by Mastek shall be required to be passed or undertaken.

12. ACCOUNTING TREATMENT

The Demerged Company and Resulting Companies shall comply with generally accepted accounting practices in India, provisions of the Act and accounting standards as notified by Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, in relation to the underlying transactions in the Scheme including but not limited to the following:

12.1 In the books of the Demerged Company:

12.1.1 The Demerged Company shall transfer all assets and liabilities pertaining to the Demerged Undertaking as on the Appointed Date at the values appearing in its books of accounts immediately before the Appointed Date in accordance with the provision of Section 2(19AA) of the Income Tax Act; and
12.1.2 The books value of the net assets derecognized as per 12.1.1 above shall be recognized in the statement of profit and loss account;

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12.2 In the books of the Resulting Companies:

12.2.1 Mastek

Upon this Scheme coming into effect, Mastek shall account for the Scheme in its books of account, as on the appointed date, in the following manner:

(a) Mastek shall credit its share capital account with the aggregate face value of the equity shares issued pursuant to Clause 11.1 above of this Scheme and the difference between the aggregate fair value as on the Appointed Date, and the aggregate face value of such equity shares shall be credited to the securities premium account.
(b) the aggregate amount of the share capital and securities premium recorded above shall be recorded as debit in investments in subsidiary i.e. TAISPL.
(c) Further, the option given by Mastek over TAISPL CCPS, shall be recognized at its fair value as on the Appointed Date, as a liability with a corresponding debit in investments in subsidiary i.e. TAISPL.

12.2.2 TAISPL

Upon this Scheme coming into effect, TAISPL shall account for the Scheme in its books of account, as on the Appointed Date, in the following manner:

(a) TAISPL shall record the assets and liabilities pertaining to the Demerged Undertaking (whether recorded or not in the books of the Demerged Company), transferred to and vested in it pursuant to this Scheme, at their respective fair values, as on the Appointed Date.
(b) TAISPL shall credit its share capital account with the face value of TAISPL CCPS issued in accordance with Clause 11.1 above and the difference between the aggregate fair value and the face value of such TAISPL CCPS shall be credited to the securities premium account.
(c) TAISPL shall record the aggregate value of equity shares issued by Mastek and fair value of options as referred in 12.2.1 (c) as deemed equity contribution. TAISPL would compute the purchase consideration in accordance with the principles of Ind AS 103 which shall be the sum of fair value of the shares issued by Mastek, fair value option as referred in 12.2.1 (c) and fair value of the compulsorily convertible preference shares issued by TAISPL as on the Appointed Date.
(d) The difference between fair value of purchase consideration as computed in Clause 12.2.2(c) above and the value of Net Assets (“Net Assets” means excess of the fair value of assets over the fair value of liabilities as per Clause 12.2.2(a) above) pertaining to the Demerged Undertaking shall be recognised as goodwill, if positive (debit balance), or capital reserve, if negative (credit balance).

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PART III

GENERAL TERMS AND CONDITIONS

13. REMAINING BUSINESS OF THE DEMERGED COMPANY

13.1 The Remaining Business of the Demerged Company shall constitute primarily the India focus business carried on by the Demerged Company in India and all the assets, investments, liabilities and obligations of the Demerged Company pertaining to such business, shall continue to belong to and be vested in and be managed by the Demerged Company. With effect from the Effective Date, only the Demerged Company shall be liable to perform and discharge all liabilities and obligations in relation to the Remaining Business of the Demerged Company and TAISPL shall not have any liability or obligation in relation to the Remaining Business of the Demerged Company.
13.2 All legal, Tax and / or other proceedings by or against the Demerged Company under any statute, whether pending on the Effective Date or which may be instituted at any time thereafter, and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Remaining Business of the Demerged Company) shall be continued and enforced against the Demerged Company. The Resulting Companies shall in no event be responsible or liable in relation to any such legal, Tax or other proceedings in relation to the Remaining Business of the Demerged Company.
13.3 If any of the Resulting Companies is in receipt of any demand, claim, notice and / or are impleaded as a party in any proceedings before any Appropriate Authority, in each case in relation to the Remaining Business of the Demerged Company, the Resulting Companies shall, in view of the transfer and vesting of the Demerged Undertaking, pursuant to this Scheme, take all such steps in the proceedings before the Appropriate Authority to substitute the Resulting Companies with the Demerged Company. However, if the Resulting Companies, are unable to get the Demerged Company so substituted in such proceedings, they shall defend the same or deal with such demand in accordance with the advice of the Demerged Company and at the cost of the Demerged Company and the latter shall reimburse the Resulting Companies, against all liabilities and obligations incurred by or against the Resulting Companies, in respect thereof.

14. DIVIDENDS

14.1 The Parties shall be entitled to declare and pay dividends to their respective shareholders in the Ordinary Course of Business, whether interim or final.
14.2 It is clarified that the aforesaid provisions in respect of declaration of dividends (whether interim or final) are enabling provisions only and shall not be deemed to confer any right on any shareholder of any of the Parties, as the case may be, to demand or claim or be entitled to any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the Board of respective Parties, and subject to approval, if required, of the shareholders of the respective Parties.

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15. BUSINESS UNTIL EFFECTIVE DATE

15.1 With effect from the start of business on the Appointed Date and till the Effective Date:
15.1.1 The Demerged Company shall carry on and shall be deemed to have carried on all its business and operations relating to the Demerged Undertaking as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Demerged Undertaking on account of, and for the benefit of, and in trust for, the Resulting Companies.
15.1.2 All the profits or incomes accruing or arising to the Demerged Company and all expenditure or losses arising or incurred (including all taxes, if any, paid or accruing in respect of any profits and income) by the Demerged Company in relation to the Demerged Undertaking shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or as the case may be, expenditure or losses (including taxes) of the Resulting Companies.
15.1.3 Any of the rights, powers, authorities and privileges attached or related or pertaining to the Demerged Company and exercised by or available to the Demerged Company, in relation to the Demerged Undertaking shall be deemed to have been exercised by the Demerged Company for and on behalf of and as an agent for the Resulting Companies. Similarly, any of the obligations, duties and commitments attached, relating or pertaining to the Demerged Undertaking that have been undertaken or discharged by the Demerged Company shall be deemed to have been undertaken or discharged for and on behalf of and as an agent for the Resulting Companies.
15.2 With effect from the date of approval of the Scheme by the respective Boards of the Demerged Company and the Resulting Companies and up to and including the Effective Date, the Resulting Companies shall and ESPL shall ensure that (except as may be approved in writing by TAISPL) the Demerged Undertaking, taken as a whole, is carried on in the Ordinary Course of Business as carried on as of the Appointed Date, other than as required to give effect to the provisions of this Scheme in accordance with Applicable Law. The Demerged Company shall, with respect to the Demerged Undertaking, carry on the business with reasonable diligence and business prudence and in the same manner as the Demerged Company had been doing hitherto. Further, TAISPL shall be entitled, pending the sanction of the Scheme, to apply to the Appropriate Authorities concerned as necessary under Applicable Law for such consents, approvals and sanctions which TAISPL may respectively require to carry on the relevant business of the Demerged Company and to give effect to the Scheme.
15.3 Further, ESPL hereby undertakes, agrees and covenants with the Resulting Companies that, except as expressly consented to by TAISPL in writing or as contemplated under this Scheme or except if it pertains to the Excluded Assets, ESPL shall not outside the Ordinary Course of Business:
15.3.1 commence any new line of business or discontinue any existing line of business;
15.3.2 amend its Charter Documents;

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15.3.3 cancel or amend the insurance policies in relation to its business;

15.3.4 take any such action as is reasonably likely to prevent or materially delay the satisfaction of one or more conditions precedent or consummation of the transactions contemplated under the Scheme;
15.3.5 (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making of any proposal from a Person or group of Persons, other than the Resulting Companies, that constitute, or could reasonably be expected to result in a direct or indirect acquisition of all or any part of Demerged Undertaking, (“ Alternate Transaction ”); (ii) enter into or participate in any discussions or negotiations with any Person or group of Persons, regarding an Alternate Transaction; (iii) furnish any non-public information relating to ESPL or the Demerged Undertaking or afford access to the assets, business, properties, books or records of the Demerged Undertaking or ESPL to any Person or group of Persons, other than the Resulting Companies or their Affiliates, in each case for the purpose of assisting with or facilitating an Alternate Transaction; or (iv) enter into an Alternate Transaction or any agreement, arrangement or understanding, including, without limitation, any letter of intent, term sheet or other similar document, relating to an Alternate Transaction;
15.3.6 take any action to change its accounting policies or procedures other than as required under Applicable Law;
15.3.7 issue (including by way of bonus issues), grant, allot, repurchase, redeem, reorganize or cancel any equity securities or convertible securities or options in respect of such securities or otherwise make any change in its capital structure and / or capital structure of the Identified Investments, any change in class rights for securities, or modify or adopt or allocate any equity option or acceleration of any vesting thereunder;
15.3.8 invest whether by way of subscription to or acquisition of shares, debentures or other securities of any other entity (whether new or existing) or invest by way of deposits or advances to such other entities, including any acquisition, transfer, disposal, or creation of any Encumbrance on or in respect of such investments or any rights therein or the restructuring of any rights attached to such investments;
15.3.9 make any divestments, sale or acquisition of business (whether by way of purchase of shares, assets or properties);
15.3.10 incur any borrowings, loans or undertake any other Indebtedness or create any Encumbrance on their assets, over and above the existing sanctioned borrowing limits;
15.3.11 enter into / amend any customer or vendor agreement requiring a payment by ESPL of more than INR 71,00,000 (Indian Rupees Seventy one lakhs);
15.3.12 undertake any merger, reorganization, spin-off, consolidation or any other similar form of corporate or debt restructuring;

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15.3.13 enter into or amend any agreement or incur any commitment which (i) is not capable of being terminated without compensation at any time with 3 (three) months' notice or less; or (ii) is not in the Ordinary Course of Business; or (iii) involves or may involve total general, capital and administrative expenditure in excess of INR 71,00,000 (Indian Rupees Seventy one lakhs);
15.3.14 commence any proceeding or other action for voluntary liquidation or winding up or insolvency proceedings of ESPL or any of the Identified Investments, or consent to the filing of any such proceeding or enter into any compromise or arrangement with its creditors or appointment of any receiver or administrator;
15.3.15 terminate the employment of any Key Employee or compel, influence or require any employees to leave / resign from their respective employment;
15.3.16 transfer, assign, sell, pledge, mortgage, dispose, lease, or Encumber any of their respective assets, tangible or intangible;
15.3.17 take, or agree or commit to take, any action that would result in the occurrence of any of the foregoing; and
15.3.18 declare or pay any dividends or distributions except dividends distributed from the distributable profits arising out of the Remaining Business of the Demerged Company.
15.4 Without prejudice to the generality of Clause 15.3 above, during the period between the Appointed Date and Effective Date, ESPL shall, with respect to the Demerged Undertaking:
15.4.1 take necessary steps to maintain or renew approvals obtained by them which are material to the operation of their respective business;
15.4.2 comply in all material respects with Applicable Law, and take necessary steps to maintain or renew approvals obtained by it which are material to the operation of its business;
15.4.3 respond to, or comply with (as applicable), notices, directions and orders of Appropriate Authorities as may be issued from time to time;
15.4.4 not make, or not agree to make, any payment of cash or distribute assets of the Demerged Undertaking other than in the Ordinary Course of Business or disposal of any asset of the Demerged Undertaking;
15.4.5 pay their accounts payable and other obligations consistent with its Ordinary Course of Business; perform its obligations under all agreements to which it is a party (or Identified Investments are a party) and by which ESPL or any of its assets are bound or affected or pursuant to which ESPL is an obligor or beneficiary in the Ordinary Course of Business

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15.4.6 immediately notify TAISPL regarding termination of the employment of any Key Employees;
15.4.7 immediately notify TAISPL of the receipt of any written offer, indication of interest, proposal or inquiry relating to an Alternate Transaction, such notice to include the material terms thereof, including the identity of the Person or group of Persons involved, and shall promptly inform TAISPL of any modifications to such terms;
15.4.8 promptly inform TAISPL of the occurrence of any MAC Event;
15.4.9 provide: (i) to the Resulting Companies or their Affiliates such information, as is reasonably requested by them; and (ii) to the Resulting Companies or their Affiliates and their respective representatives, reasonable access to the books, accounts, records, properties, facilities of ESPL;
15.4.10 undertake best efforts to preserve and protect the Demerged Undertaking and its present relationships and agreements with customers, suppliers, distributors and other persons which are to be transferred to the Resulting Companies pursuant to this Scheme;
15.4.11 maintain the Books and Records consistent with the past custom and practice of ESPL, except for any changes required pursuant to this Scheme; and
15.4.12 pay their accounts payable and other obligations consistent with their past customs and practices when they become due and payable in accordance with existing practices.
15.5 For the purpose of giving effect to the order passed under Sections 230 to 232 and other applicable provisions of the Act in respect of this Scheme by the NCLT, TAISPL shall, at any time pursuant to the orders approving this Scheme, be entitled to get the recordal of the change in the legal right(s) upon the demerger of the Demerged Undertaking in accordance with the provisions of Sections 230 to 232 of the Act. TAISPL shall always be deemed to have been authorized to execute any pleadings, applications, forms etc., as may be required to remove any difficulties and facilitate and carry out any formalities or compliances as are necessary for the implementation of this Scheme. For the purpose of giving effect to the vesting order passed under Section 232 of the Act in respect of this Scheme, TAISPL shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges and fulfil all obligations in relation to or applicable to all immovable properties including mutation and / or substitution of the ownership or the title to or interest in the immovable properties which shall be made and duly recorded by the Appropriate Authorities in favour of TAISPL pursuant to the sanction of this Scheme by the NCLT and upon the effectiveness of this Scheme in accordance with the terms hereof, without any further act or deed to be done or executed by TAISPL. It is clarified that TAISPL shall be entitled to engage in such correspondence and make such representations, as may be necessary, for the purposes of the aforesaid mutation and / or substitution.

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16. PROPERTY IN TRUST

16.1 Notwithstanding anything contained in this Scheme, on or after the Effective Date, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Demerged Undertaking, as the case may be, are transferred, vested, recorded, effected and/ or perfected, in the records of any Appropriate Authority, regulatory bodies or otherwise, in favour of TAISPL, as the case may be, such Resulting Companies are deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Appropriate Authorities and till such time as may be mutually agreed by the relevant Parties, the Demerged Company will continue to hold the property and/or the asset, license, permission, approval, contract or agreement and rights and benefits arising therefrom, as the case may be, in trust for and on behalf of TAISPL, as the case may be.

17. FACILITATION PROVISIONS

17.1 Immediately upon the Scheme being effective, the Parties shall enter into agreements as may be necessary, inter alia , in relation to use by the Parties of office space, infrastructure facilities, information technology services, security personnel, legal, administrative and other services, etc. on such terms and conditions that may be mutually agreed between the Parties.
17.2 It is clarified that the approval of this Scheme by the shareholders of the Parties under Sections 230 to 232 of the Act shall be deemed to have their approval under Section 188 of the Act and any other applicable provisions of the Act and that no separate approval from the shareholders to that extent will be required to be sought by any of the Parties.

18. APPLICATION / PETITIONS TO NCLT

18.1 The Parties shall dispatch, make and file all applications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the NCLT, under whose jurisdiction the registered offices of the respective Parties are situated, for sanction of this Scheme under the provisions of Applicable Law and shall apply for such approvals as may be required under Applicable Law.
18.2 The Parties shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any Applicable Law for such consents and approvals which the Parties may require to own the assets and / or liabilities of the Demerged Undertaking and to carry on the business of the Demerged Undertaking.

19. MODIFICATION OR AMENDMENTS TO THIS SCHEME

19.1 On behalf of each of the Parties, the Board of the respective Parties acting themselves or through authorized Persons, may consent jointly but not individually, on behalf of all Persons concerned, to any modifications or amendments to this Scheme at any time and for any reason whatsoever, or to any conditions or limitations that the NCLT or any other Appropriate

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Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by all of them (i.e., the Boards of the Parties) and solve all difficulties that may arise for carrying out this Scheme and do all acts, deeds and things necessary for putting this Scheme into effect.

19.2 For the purposes of giving effect to this Scheme or to any modification hereof, the Boards of the Parties acting themselves or through authorized Persons may jointly but not individually, give and are jointly authorised to give such directions including directions for settling any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all Parties, in the same manner as if the same were specifically incorporated in this Scheme.

20. CONDITIONS PRECEDENT TO THE SCHEME

20.1 Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:
20.1.1 obtaining no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015;
20.1.2 The Scheme shall be acted upon only if the votes cast by the public shareholders of Mastek in favour of the proposal are more than the number of votes cast by the public shareholders of Mastek against it, as required under the SEBI Circular. The term 'public' shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957;
20.1.3 approval of the Scheme by the requisite majority of each class of shareholders (including public shareholders) and / or creditors of the Parties and such other classes of Persons, if any, as applicable or as may be required under the Act, Applicable Law (including requirements set forth under SEBI Circular) and as may be directed by the NCLT;
20.1.4 the sanctions and orders of the NCLT, under Sections 230 to 232 of the Act being obtained by the Parties;
20.1.5 certified/ authenticated copies of the orders of the NCLT, sanctioning the Scheme, being filed by each of the Parties with the Registrar of Companies having jurisdiction over the Parties; and
20.1.6 the requisite consent, approval or permission of Appropriate Authority or any other Person which by Applicable Law or contract, agreement may be necessary for the implementation of this Scheme.
20.2 It is hereby clarified that submission of this Scheme to the NCLT and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that Parties may have under or pursuant to all Applicable Laws.
20.3 This Scheme for demerger and vesting of the Demerged Undertaking on a going concern basis constitutes one composite Scheme.

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20.4 On the approval of this Scheme by the shareholders of the Demerged Company, the Resulting Companies and such other classes of Persons of the Resulting Companies, if any, pursuant to Clause 20.1.2 above, such shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the demerger, transfer, capital reduction, authorised share capital reclassification set out in this Scheme, related matters and this Scheme itself.

21. NON-RECEIPT OF APPROVALS AND REVOCATION / WITHDRAWAL OF THIS SCHEME

21.1 The Parties acting jointly through their respective Boards shall each be at liberty to withdraw from this Scheme.
21.2 In the event the Scheme not being sanctioned by the NCLT, and/or the order or orders not being passed as aforesaid on or before such date as may be agreed to by the Parties, this Scheme shall become null and void.
21.3 In the event of revocation / withdrawal of the Scheme under Clause 21.1 or Clause 21.2 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or in accordance with Applicable Law.

22. COSTS AND EXPENSES

All costs, charges and expenses payable in relation to or in connection with this Scheme and incidental to the completion of the transfer and vesting of the Demerged Undertaking in the Resulting Companies in pursuance of this Scheme including stamp duty on the order(s) of the NCLT, if any, to the extent applicable and payable shall be borne and paid by the Demerged Company, including in the event of this Scheme not taking effect as provided in Clause 21 above.

23. SAVING OF CONCLUDED TRANSACTIONS

Nothing in this Scheme shall affect any transaction or proceedings already concluded or liabilities incurred by the Demerged Company in relation to the Demerged Undertaking until the Appointed Date to the end and intent that the Resulting Companies shall accept and adopt all acts, deeds and things done and executed by the Demerged Company in respect thereto as done and executed on behalf of the Resulting Companies.

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SCHEDULE I

TERMS AND CONDITIONS OF COMPULSORILY CONVERTIBLE PREFERENCE SHARES

Each TAISPL CCPS shall be subject to the terms and conditions contained herein.

1. Face Value

Each TAISPL CCPS shall have a face value of INR 10 (Indian Rupees Ten).

2. Voting Rights

A holder of TAISPL CCPS will not have voting rights until the TAISPL CCPS is converted into equity shares.

3. Coupon

Each TAISPL CCPS shall be a non-cumulative preference share and shall entitle the holder thereof to 0.001% dividend per annum on the face value of the TAISPL CCPS. Apart from such fixed dividends, the holders of the TAISPL CCPS shall have the right to receive dividend pari passu with the holders of the other equity shares in TAISPL in accordance with the provisions of the Agreement.

Conversion
4.1 Each TAISPL CCPS shall at the option of the holder, be converted into 1 (one) equity share at any time after expiry of 6 (six) years from date on which the TAISPL CCPS is issued.
4.2 Each TAISPL CCPS shall automatically be converted into 1 (one) equity share upon the expiry of a period of 8 (eight) years from the date on which the TAISPL CCPS is issued.
4.3 Upon being requested by the holder of the TAISPL CCPS to convert the TAISPL CCPS into equity shares or on the date on which the TAISPL CCPS automatically become convertible into equity shares, TAISPL shall:
4.3.1 convene a meeting of its Board of Directors, in which meeting TAISPL shall approve the conversion of the relevant TAISPL CCPS and issuance of equity shares pursuant to such conversion;
4.3.2 cancel the share certificates representing the relevant TAISPL CCPS and issue duly stamped share certificates in the name of the holder of the TAISPL CCPS being converted to reflect such holder as the owner of the equity shares being issued upon conversion;
4.3.3 file with the jurisdictional Registrar of Companies relevant forms in respect of allotment of the equity shares upon conversion of the relevant TAISPL CCPS and provide the holder of the TAISPL CCPS with certified true copies of such form, duly filed with the jurisdictional Registrar of Companies, along with receipts in respect of such forms; and
4.3.4 do all such acts and deeds as may be required to give effect to the conversion of the TAISPL CCPS.

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5. Conversion Term Adjustment

5.1 If TAISPL should at any time fix a record date for the effectuation of a split or subdivision of the outstanding equity shares or the determination of holders of equity shares entitled to receive a distribution payable in additional equity shares or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional equity shares (hereinafter referred to as “ Equity Shares Equivalents ”) without payment of any consideration by such holder for the additional equity shares or the Equity Shares Equivalents (including the additional equity shares issuable upon conversion), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the conversion terms of the TAISPL CCPS shall be appropriately modified so that the number of equity shares issuable on conversion of each TAISPL CCPS shall be increased in proportion to such increase of the aggregate of equity shares outstanding and those issuable with respect to such Equity Shares Equivalents.
5.2 If the number of equity shares outstanding at any time is decreased by a combination / consolidation of the outstanding equity shares, then, following the record date of such combination / consolidation, the conversion terms for the TAISPL CCPS shall be appropriately modified so that the number of equity shares issuable on conversion of each TAISPL CCPS shall be decreased in proportion to such decrease in outstanding shares.
5.3 If at any time or from time to time, with the prior written consent of the New Shareholders, there shall be a recapitalization or reclassification of the equity shares (including any such reclassification in connection with a consolidation or merger in which TAISPL is the continuing corporation), provision shall be made so that the holders of the TAISPL CCPS shall thereafter be entitled to receive upon conversion of the TAISPL CCPS the number of shares or other securities or property of TAISPL or otherwise, to which a holder of equity shares deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Schedule with respect to the rights of the holders of the TAISPL CCPS after the recapitalization to the end that the provisions of this Schedule (including adjustment of the conversion terms then in effect and the number of shares issuable upon conversion of the TAISPL CCPS) shall be applicable after that event as nearly equivalent as may be practicable.
5.4 Upon the occurrence of each adjustment of the conversion terms of the TAISPL CCPS pursuant to this paragraph 5, TAISPL, at its expense, shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to each holder of the TAISPL CCPS a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based. TAISPL shall, upon the written request at any time of any holder of TAISPL CCPS, furnish or cause to be furnished to such holder a certificate setting forth (i) such adjustment and readjustment, (ii) the conversion terms for such TAISPL CCPS at the time in effect, and (iii) the number of equity shares and the amount, if any, of other property that at the time would be received upon the conversion of a share of TAISPL CCPS.

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5.5 In the event that, for any reason whatsoever, the provisions hereof cannot be effectuated (either fully or partially), then, the shareholders shall endeavour in good faith to achieve the commercial intent of the aforesaid provisions to the maximum extent possible and for this purpose shall take all such actions as ESPL may request.
Governing law

Each TAISPL CCPS will be governed and construed in accordance with the laws of India.

7. Amendments

The rights, privileges and conditions attached to each TAISPL CCPS may be varied, modified or abrogated only with the prior consent of the holder of the TAISPL CCPS, in accordance with the terms of the articles of TAISPL and Applicable Law.

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‘‘Annexure 2’’

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‘‘Annexure 3’’

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‘‘Annexure 4’’ (BSE)

�� T +91 22 6722 4200 #106,107 SDF-IV Seepz, Andheri (East), F +91 22 6695 1331 Mumbai 400096, Maharashtra, India W www.mastek.com

Period of Complaints Report: August 1 � , 2020 till September � , 2020

Part A

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Sr. No. Particulars Number
1. Number of complaints received directly Nil
2. Number of complaints forwarded by Stock Exchange Nil
3. Total Number of complaints/ comments received (1+2) Nil
4. Number of complaints resolved Nil
5. Number of complaints pending Nil
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Part B

Sr. No. Name of complainant Date of complaint Status (Resolved/ Pending) 1. N.A.

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Date: September � , 2020 Place: Mumbai

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‘‘Annexure 5’’ (NSE)

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��T +91 22 6722 4200

106,107 SDF-IV Seepz, Andheri (East), F +91 22 6695 1331 Mumbai 400096, Maharashtra, India W www.mastek.com

Period of Complaints Report: August 12, 2020 till September 2, 2020

Part A

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Sr. No. Name of complainant Date of complaint Status (Resolved/ Pending) 1. N.A. Date: September 4, 2020 Place: Mumbai

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‘‘Annexure 6’’

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

DCS/AMAL/JR/R37/1907/2020-21

“E-Letter”

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February 26, 2021

The Company Secretary, MASTEK LTD

804 / 805, President House, Opp C N Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat, 380006

Sir,

Sub: Observation letter regarding the Draft Scheme of Arrangement amongst Evolutionary Systems Private Limited (ESPL), Trans American Information Systems Private Limited (TAISPL) and Mastek Limited and their respective shareholders and creditors.

We are in receipt of the Draft Composite Scheme of Arrangement by Mastek Limited filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated February 26, 2021 has inter alia given the following comment(s) on the draft Composite Scheme of Arrangement:

�� “In view of the Mastek's letter dated Feb 15, 2021 wherein it has inter alia stated that “we hereby undertake to apply the provisions of Paragraph 1(A)(9)(a) and 1(A)(9)(b) of Annexure 1 of SEBI circular to the proposed Scheme and shall accordingly update the Scheme document to reflect the aforesaid while filing the same with the NCLT". Accordingly, Company shall ensure thay they file updated draft scheme of arrangement before the Hon'ble National Company Law Tribunal (NCLT).”

�� “Company shall ensure that they separately and prominently disclose to the shareholders and NCLT via the draft scheme of arrangement documents following information/facts”:

i. To arrive at the entitlement ratio for CCPS, for the purpose of valuation of the demerged business of ESPL and TAISPL only one method (i.e. Income Approach) has been used and other methods such as Market Approach and Asset Approach were not used.

ii. In the draft scheme of arrangement, it has been proposed that Mastek shall issue equity shares in the ratio of 4235.294: 10,000 to ESPL at a price of Rs 650 per share. Details of premium arrived via different valuation approaches is given below:

Approach	Method	Value per share	Premium (%)
Cost Approach	Net Asset Method	346.8	87.5
Income Approach	Discounted Cash Flow Method	590.4	10.1
Market Approach	Market Price Method	438.4	48.3

However, it is observed that share price of Mastek on Feb 25, 2021[1] is Rs 1191.40 which is significantly higher than the price at which shares are being issued to ESPL.

1 Checked on BSE website between 12:10 to 12:15 PM

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iii. “Further, Mastek in the notice to shareholders seeking approval for the scheme shall also disclose the share price of Mastek, as on the date of dispatch of notice to shareholders.”

�� “Company shall ensure that suitable disclosure about the latest financials of the companies involved in the Scheme being not more than 6 months old is done before filing the same with the Hon'ble NCLT.”
�� “Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal.”
�� “Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
�� “Company shall duly comply with various provisions of the Circular.”
�� “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT."
�� “It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

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Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Nitinkumar Pujari Senior Manager

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‘‘Annexure 7’’

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Ref: NSE/LIST/24129_II

March 01, 2021

The Company Secretary Mastek Limited 804/805, President House, Opp. C N Vidyalaya, Near Ambawadi Circle, Ahmedabad - 380006

Kind Attn.: Mr. Dinesh Kalani

Dear Sir,

Sub : Observation Letter for Draft Scheme of Arrangement between Evolutionary Systems Private Limited, Trans American Information Systems Private Limited, Mastek Limited and their respective shareholders and creditors

We are in receipt of the Draft Scheme of Arrangement between Evolutionary Systems Private Limited (“ESPL”), Trans American Information Systems Private Limited (“TAISPL”), Mastek Limited (“Mastek”) (“Collectively referred as Resulting Companies”) and their respective shareholders and creditors vide application dated July 01, 2020.

Based on our letter reference no Ref: NSE/LIST/24129 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘Circular’), kindly find following comments on the draft scheme:

a. In view of the Mastek�� pply the provisions of Paragraph I(A)(9)(a) and I(A)(9)(b) of Annexure I of SEBI Circular to the proposed Scheme and shall accordingly update the �� Accordingly the Company is advised to file updated draft scheme of arrangement before the ��

Also, any approval for listing of shares issued by Mastek through the instant scheme of arrangement shall be subject to compliance with Paragraph I(A)(9)(a) and I(A)(9)(b) of Annexure I of SEBI Circular.

b. Mastek is advised to disclose separately and prominently to the shareholders and NCLT via the draft scheme of arrangement documents following information/facts:
i. To arrive at the entitlement ratio for CCPS, for the purpose of valuation of the demerged business of ESPL and TAISPL only one method (i.e. Income approach) has been used and other methods such as Market Approach and Asset Approach were not used.

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��

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ii. In the draft scheme of arrangement, it has been proposed that Mastek shall issue equity shares in the ratio of 4235.294: 10,000 to ESPL at a price of Rs. 650 per share. Details of premium arrived via different valuation approaches is given below:

Approach	Method	Value per share	Premium (%)
Cost Approach	Net Asset Method	346.8	87.5
Income Approach	Discounted Cash Flow Method	590.4	10.1
Market Approach	Market Price Method	438.4	48.3

However it is observed that share price of Mastek on Feb 25, 2021 is Rs. 1191.40 which is significantly higher than the price at which shares are being issued to ESPL.

iii. Further, Mastek in the notice to shareholders seeking approval for the scheme shall also disclose the share price of Mastek, as on the date of dispatch of notice to shareholders.
c. The Company shall ensure that suitable disclosures about the latest financials of the Companies involved in the Scheme being not more than 6 months old is done before filing ��
d. The Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal.
e. The Company shall ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company.
f. The Company shall duly comply with various provisions of the Circular.
g. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.
h. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

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Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No-objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from March 01, 2021 within which the scheme shall be submitted to NCLT.

Yours faithfully,

For National Stock Exchange of India Limited

Jiten Patel Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

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‘‘Annexure 8’’

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REPORT ADOPTED BY THE BOARD OF DIRECTORS OF EVOLUTIONARY SYSTEMS PRIVATE LIMITED ON 08[TH] FEBRUARY 2020 PURSUANT TO SECTION 232(2) OF THE COMPANIES ACT, 2013

The Scheme of Arrangement between of Mastek Limited (“Mastek”), Trans American Information Systems Private Limited (“TAISPL”) and Evolutionary Systems Private Limited (“ESPL” or “Company”) and their respective shareholders and creditors (“the Scheme” or “the Scheme of Amalgamation”), is presented under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) and was approved and deliberated by the Board at its captioned meeting.

While deliberating on the Scheme, the Board had, inter alia, considered and taken on record:

Draft of the proposed Scheme;
Memorandum of Association and Article of Association of the Companies involved in Scheme of Arrangement;
That the Scheme does not affect rights and interest of the Promoters and Non-Promoter Shareholders and key managerial personnel of the Company prejudicially;
Upon the effectiveness of the Scheme, based on the Valuation report, the consideration would be issued to the shareholders of ESPL as under and more particularly and in the manner as stipulated in clause 11 of the Scheme:
�� 42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value INR 5/- (Indian Rupees Five) each, of Mastek (“Mastek Consideration Securities”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each; (i.e, "4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of INR 5/- (Indian Rupees Five) each of Mastek ("Mastek Consideration Securities") for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each, held by such shareholder."); and
�� 15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I hereto) of INR 10/- (Indian Rupees Ten) each of TAISPL (“ TAISPL CCPS ”) for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder
No special valuation difficulties were faced in determining the share exchange ratio

For Evolutionary Systems Private Limited

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UMANG NAHATA CHIEF EXECUTIVE OFFICER DIN: 00323145

Place: Ahmedabad Date: 8[th] February, 2020

Evolutionary Systems Pvt. Ltd.

11[th] Floor Kataria Arcade, Beside Adani Vidhya Mandir, Behind Adani CNG pump SG Highway, Makarba- Ahmedabad -380051. INDIA. Tel +91 79 66823300, 66823301. Fax +91 79 66823399. Email: [email protected]. Web: www.evosysglobal.com. CIN: U17122GJ2006PTC049073

VCP I BI I CRM I HCM I EBS �Oracle ERP� Implementation I Support I Training

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‘‘Annexure 9’’

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Trans American Information Systems Private Limited

Unit Nos. 101, 101A, 102A and 102B, IRIS Tech Park, Wing A, First Floor, Sector 48,Sohna Road, Gurgaon - 122 018 . T +91-124-4231-653

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED ON FEBRUARY 8, 2020 PURSUANT TO SECTION 232(2) OF THE COMPANIES ACT, 2013

The Scheme of Arrangement between of Mastek Limited (“Mastek”), Trans American Information Systems Private Limited (“TAISPL” or “Company”) and Evolutionary Systems Private Limited (“ESPL”) and their respective shareholders and creditors (“the Scheme” or “the Scheme of Arrangement”), is presented under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) and was approved and deliberated by the Board at its captioned meeting.

While deliberating on the Scheme, the Board had, inter alia, considered and taken on record:

Draft of the proposed Scheme;
Memorandum of Association and Article of Association of the Companies involved in Scheme of Arrangement;
That the Scheme does not affect rights and interest of the Promoters and Non-Promoter Shareholders and key managerial personnel of the Company prejudicially;
Upon the effectiveness of the Scheme, based on the Valuation report, the consideration would be issued to the shareholders of ESPL as under and more particularly and in the manner as stipulated in clause 11 of the Scheme:
42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value INR 5/- (Indian Rupees Five) each, of Mastek (“Mastek Consideration Securities”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each; (i.e, "4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of INR 5/- (Indian Rupees Five) each of Mastek ("Mastek Consideration Securities") for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each, held by such shareholder."); and
15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I hereto) of INR 10/- (Indian Rupees Ten) each of TAISPL (“TAISPL CCPS”) for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder .
No special valuation difficulties were faced in determining the share exchange ratio.

For Trans American Information Systems Private Limited

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Ashank Desai Director DIN: 00017767

Place: Mumbai Date: February 8, 2020

Regd. Off.: 804, 805 President House, Opp. C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006. Gujarat, India. Tel No: +91-79-2656—4337 CIN- U51505GJ1999PTC112745

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‘‘Annexure 10’’

Mastek Limited T +91 22 6722 4200 #106,107 SDF-IV Seepz, Andheri (East), F +91 22 6695 1331 Mumbai 400096, Maharashtra, India W www.mastek.com

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MASTEK LIMITED ON FEBRUARY 8, 2020 PURSUANT TO SECTION 232(2) OF THE COMPANIES ACT, 2013

The Scheme of Arrangement between of Mastek Limited (“Mastek” or “Company”), Trans American Information Systems Private Limited (“TAISPL”) and Evolutionary Systems Private Limited (“ESPL”) and their respective shareholders and creditors (“the Scheme” or “the Scheme of Arrangement”), is presented under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) and was approved and deliberated by the Board at its captioned meeting.

While deliberating on the Scheme, the Board had, inter alia, considered and taken on record:

Draft of the proposed Scheme;
Memorandum of Association and Article of Association of the Companies involved in Scheme of Arrangement;
That the Scheme does not affect rights and interest of the Promoters and Non-Promoter Shareholders and key managerial personnel of the Company prejudicially;
Upon the effectiveness of the Scheme, based on the Valuation report, the consideration would be issued to the shareholders of ESPL as under and more particularly and in the manner as stipulated in clause 11 of the Scheme:
42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value INR 5/- (Indian Rupees Five) each, of Mastek (“Mastek Consideration Securities”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each; (i.e, "4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of INR 5/- (Indian Rupees Five) each of Mastek ("Mastek Consideration Securities") for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder."); and
15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I hereto) of INR 10/- (Indian Rupees Ten) each of TAISPL (“TAISPL CCPS”) for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder .
No special valuation difficulties were faced in determining the share exchange ratio.

For Mastek Limited

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Ashank Desai Director DIN: 00017767

Place: Mumbai Date: February 8, 2020

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‘‘Annexure 11’’

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Date: April 19, 2021

To

The Board of Directors Mastek Limited

804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad- 380006, Gujarat, India

Dear Sir,

Sub: Certificate on adequacy and accuracy of disclosure of information pertaining to the Evolutionary Systems Private Limited in the Abridged Prospectus in compliance with SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017 for the purpose of Scheme of Arrangement between Evolutionary Systems Private Limited Trans American Information Systems Private Limited and Mastek Limited and other applicable provisions of the

We, M/s Kunvarji Finstock Private Limited a Category I Merchant Banker registered with SEBI, having registration no. MB/INM000012564 have been appointed by Board of Directors of Mastek Limited (Mastek) for the purpose of certifying the adequacy and accuracy of disclosure of information provided in its Abridged Prospectus in connection with the Scheme of Arrangement between Evolutionary Systems Private Trans American Information Systems Mastek .

1. Scope and Purpose of the Certificate:

SEBI vide Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 inter alia prescribed that the listed e Mastek Limited (Mastek)) shall include the applicable information pertaining to the unlisted entity involved in the scheme (in the present certificate, "ESPL") in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), in the explanatory statement or notice or proposal accompanying resolution to be passed, sent to the shareholders while seeking

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approval of the scheme. SEBI Circular further prescribes that the accuracy and adequacy of such disclosures shall be certified by a SEBI Registered Merchant Banker after following the due diligence process.

This certificate is being issued in compliance of above mentioned requirement under the SEBI Circular.

This certificate is restricted to meet the above mentioned purpose only and may not be used for any other purpose whatsoever or to meet the requirement of any other laws, rules, regulations and statutes.

2. Certification:

We state and confirm as follows:

1) We have examined various documents and other materials made available to us by the management of Mastek and ESPL in connection with finalization of Abridged Prospectus dated April 19, 2021 pertaining to ESPL which will be circulated to the members of all the companies i.e. ESPL, TAISPL and Mastek at the time of seeking their consent to the Scheme of Arrangement between ESPL, TAISPL and Mastek as a part of explanatory statement to the notice.
2) On the basis of such examination and the discussion with the management of Mastek and ESPL, we confirm that:
A. The information contained in the Abridged Prospectus is in conformity with the relevant documents, materials and other papers related to ESPL.
B. The Abridged Prospectus contains applicable information pertaining to ESPL as required in terms of SEBI Circular which, in our view is fair, adequate and accurate to enable the members to make an informed decision on the Scheme of Arrangement.

3. Disclaimer:

Our scope of work did not include the following:-

An audit of the financial statements of ESPL.
Carrying out a market survey / financial feasibility for the Business of ESPL.
Financial and Legal due diligence of ESPL.

��

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It may be noted that in carrying out our work we have relied on the integrity of the information provided to us for the purpose, and other than reviewing the consistency of such information, we have not sought to carry out an independent verification, thereof we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by the management of ESPL and Mastek.

We do not assume any obligation to update, revise or reaffirm this certificate because of events or transactions occurring subsequent to the date of this certificate.

We understand that the management of ESPL and Mastek, during our discussions with them would have drawn our attention to all such information and matters, which may have impact on our Certificate.

The fee for our services is not contingent upon the result of the Scheme of Arrangement.

The management of ESPL and Mastek or their related parties are prohibited from using this opinion other than for its sole limited purpose and not to make a copy of this certificate available to any party other than those required by statute for carrying out the limited purpose of this certificate.

Our certificate is not, nor should it be constructed as our opinion or certification of the compliance of the Scheme of Arrangement with the provision of any law including Companies Act, taxation laws, capital market laws and related laws.

We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/investors should buy, sell or hold any stake in the Company or any of its related parties (holding companies/subsidiaries/associates etc.)

In no event, KFPL, its Directors and employees will be liable to any party for any indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages) arising from any provision of this opinion.

Yours faithfully,

For, Kunvarji Finstock Private Limited

_____ Date: April 19, 2021

Mr. Atul Chokshi Place: Ahmedabad Director (DIN: 00929553)

��

B-78

��

This Document contains information pertaining to unlisted entity involved in the proposed Scheme of Arrangement between Evolutionary Systems Private Limited (“ �� ” or “ �� ), Trans American Information Systems Private Limited (‘ �� ’) and Mastek Limited (“ �� ”) and their respective shareholders and creditors pursuant to Sections 230-232 of the Companies Act, 2013 and rules framed thereunder (“ �� ”). TAISPL and Mastek are hereinafter collectively referred to as the “ �� ”. This Abridged Prospectus has been prepared in terms of the requirements specified in SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (“ ��  ”). Copies of the documents as mentioned under the title “Any Other Important Information of ESPL” on page 6 shall be available for inspection at Mastek’s Registered Office situated at 804/805 President House, Opposite C N – Vidyalaya, Near Ambawadi Circle, Ahmedabad 380006, Gujarat, India during working hours on all working days from the date of this Abridged Prospectus till the completion of arrangement.

��

�� 11th Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad – 380054, Gujarat, India

�� +91 79 66823300; �� +91 79 66823399; �� [email protected]

�� U17122GJ2006PTC049073

��

The promoters of Evolutionary Systems Private Limited are Umang Tejkaran Nahata, Ummed Singh Nahata and Rakesh Raman.

��

The Scheme of Arrangement provides for Demerger of the Demerged Undertaking as defined in the Scheme of Arrangement from ESPL into TAISPL under the provisions of Sections 230 to 232 of the Companies Act, 2013 and rules framed thereunder. As a consideration for the demerger, listed equity shares would be issued by Mastek and unlisted compulsorily convertible preference shares would be issued by TAISPL to the shareholders of ESPL.

��

The procedure with respect to public issue/offer would not be applicable as the Scheme does not involve issue of any equity shares to public at large. The issue of equity shares by Mastek is only to the shareholders of the Demerged Company, in accordance with the Scheme. Hence, the procedure with respect to GID (General Information Document) is Not Applicable.

��

Walker Chandiok & Co. LLP, Chartered Accountants, Firm Registration No. 001076N/N500013

�� 16[th] floor, Tower II, Indiabulls Finance Centre, SB Marg, Prabhadevi (W), Mumbai – 400 013, India. �� +91 22 6626 2699

��

Whether the company is compulsorily required to allot at least 75% of the net public offer to public, to qualified institutional buyers – Not Applicable

��

The Abridged Prospectus is issued pursuant to the Scheme and is not an offer to public at large. The time frame cannot be established with absolute certainty, as the Scheme is subject to approvals from regulatory authorities, including the National Company Law Tribunal, Ahmedabad Bench at Ahmedabad (“ �� ”).

B-79

��

Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity of the Issuing Company unless they can afford to take the risk of losing their entire investment. Shareholders are advised to read the risk factors carefully before taking an investment decision in relation to the Scheme. For taking an investment decision, shareholders must rely on their own examination of the Company and the Scheme including the risks involved. The equity shares being offered in the Scheme have not been recommended or approved by the Securities and Exchange Board of India (“ �� ”) nor does SEBI guarantee the accuracy or adequacy of the Abridged Prospectus. The Scheme does not envisage any issue to the public at large. ��

��

�� , since this abridged prospectus is prepared in relation to the Scheme.

��

The promoters of Evolutionary Systems Private Limited are Umang Tejkaran Nahata, Ummed Singh Nahata and Rakesh Raman.

�� ��	��	��	��
1.	Mr. Umang Tejkaran Nahata	Chartered Accountant	Mr. Umang Nahata is the founder and promoter of Evosys. He is a member of The Institute of Chartered Accountants of India. Mr. Nahata has held Senior Management positions in some of the well-known IT & Consulting companies. Mr. Nahata has always delivered beyond expectations & shown his outstanding consulting and business skills. Mr. Nahata, with his continuous effort & zeal, has consistently achieved success in all projects till date. He is presently the Chief Executive Officer (CEO) of the Company and handles all the management of the Company.
2.	Mr. Ummed Singh Nahata	Diploma in Finance Management	Mr. Ummed Singh Nahata is a former Director and the senior-most member of the Company. He is a Commerce graduate from the Bombay University and also Diploma in Finance Management. He has a diverse experience of more than three decades in the field of Finance Management and Social Work. He is lately associated with the Company for social causes and CSR activities.
3.	Mr. Rakesh Raman	Bachelor in Technology	Mr. Raman is a Director and Co-founder of Evosys. He is an Engineering Graduate from VJTI University, Mumbai. He has an experience of more than a decade in IT and ITES Industry and has also served in GTL Limited in his initial days. He specializes in Oracle Applications, Database Administration and Business Intelligence Implementations. His expertise in the area of technology & its implications on business scenarios has always made it possible to deliver beyond the expectations of clients. He currently heads the entire operations of the AMEA region handles all the operational aspects of the Company.

��

ESPL was incorporated on 12th day of September, 2006 as Evolutionary Systems Private Limited, a private limited company, with the Registrar of Companies, Gujarat, under the provisions of the Companies Act, 1956. The Registered Office of ESPL is currently situated at 11th Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad- 380054, Gujarat, India.

ESPL is engaged in the business of marketing, distributing, implementing and supporting the licensed Oracle based products and other business solutions all over the world.

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��

�� ��	��	��	��
1.	Ashank Desai	Chairman	Mr. Desai is the Principal Founder and Former Chairman of Mastek and has more than 4 decades of rich and diverse experience in IT industry. Mr. Desai having been the CMD of Mastek and currently serving as Vice Chairman & Managing Director of Mastek, brings with him valuable experience in managing the issues faced by large and complex organisations. Mr. Desai also holds Directorship Position in Majesco Limited, NRB Bearings Limited, the listed Companies and also is a Director in Santacruz Electronics Export Manufacturers Association, National Association of Software and Service Companies, Indian Federation Against Software Theft, Wheels Global Foundation, Gurukul Knowledge Foundation, Pan IIT Alumni Reach for INDIA Foundation. Also, he is/ had been associated with different Associations, Foundations viz; Mastek Foundation, Avanshali Foundation, Founder Member of NASSCOM etc.; Mr. Desai was also the President of Asian-Oceanic Computing Industry Organization (ASOCIO). He has rich experience in various areas of business, technology, operations, societal and governance matters.
2.	Umang Nahata	CEO	Mr. Umang Nahata is the founder and promoter of Evosys. He is a member of The Institute of Chartered Accountants of India. Mr. Nahata has held Senior Management positions in some of the well-known IT & Consulting companies. Mr. Nahata has always delivered beyond expectations & shown his outstanding consulting and business skills. Mr. Nahata was previously employed with GTL Limited and KPIT Commins. Mr. Nahata, with his continuous effort & zeal, has consistently achieved success in all projects till date. He is presently the Chief Executive Officer (CEO) of the Company andhandles allthemanagement ofthe Company.

3.	S. Sandilya	Director	Mr. S. Sandilya is a Commerce Graduate from Madras University and holds an MBA from the Indian Institute of Management (IIM), Ahmedabad and he holds almost 5 (five) decades of rich and diverse professional experience. Mr. Sandilya is presently the Non-Executive Chairman of Eicher Group. He joined Eicher Group in 1975 and has held various responsibilities in the areas of Group Finance including Information Technology, Strategy and Planning, Manufacturing and General Management. Mr. Sandilya also holds directorship position in, GMR Infrastructure Limited, Rane Brake Lining Limited, the listed Companies and also is a Director in Lean Management Institute of India (Section 8 Company) and Mastek (UK) Limited. In past he had held Directorship Position in AIAM Private Limited, GMR Generation Assets Limited, Tube Investments of India Limited and Cholamandalam Financial Holdings Limited. He was the Group Chairman and Chief Executive for 6 (six) years before becoming the Non-Executive Chairman, the post he continues to hold.

B-81

�� ��	��	��	��
4.	Rajeev Grover	Director	Mr. Grover is a B. Com (Hons.) graduate from Shri Ram College of Commerce, University of Delhi. He is a member of The Institute of Chartered Accountants of India and The Institute of Company Secretaries of India and has over 3 decades of rich and diverse experience across Finance, Operations, General Management & Business Transformation across Professional Services and Financial Services organizations like Mercer Consulting, Hewitt Associates (now Aon Hewitt), eFunds Corp. (now part of FIS), GE Capital International Services (now Genpact) and American Express. He also holds directorship position in ExempServ Professional Services Private Limited and SOS Children’s Villages of India.
5.	Rakesh Raman	Director	Mr. Raman is a Director and Co-founder of Evosys. He is an Engineering Graduate from VJTI University, Mumbai. He has an experience of more than a decade in IT and ITES Industry and has also served in GTL Limited in his initial days. He specializes in Oracle Applications, Database Administration and Business Intelligence Implementations. His expertise in the area of technology & its implications on business scenarios has always made it possible to deliver beyond the expectations of clients. He currently heads the entire operations of the AMEA region handles all the operational aspects of the Company.

��

The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.
The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia, to result in:
i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals.
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and
The proposed Scheme is in the interest of the shareholders, creditors, employees, and other stakeholders in the Demerged Company and the Resulting Companies.

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��

Shareholding Pattern of ESPL

��	�� ��	��
Umang Tejkaran Nahata	36,16,000	36.16
Ummed Singh Nahata	27,12,000	27.12
Rakesh Raman	27,12,000	27.12
Sunil Kothari	4,80,000	4.80
Yashodhar Bhinde	4,80,000	4.80
��	��	��

Note: Since no shares are being issued by ESPL pursuant to the Scheme, the pre and post shareholding pattern of ESPL shall remain the same.

		��	��	��	��	��	��	��	��

�� �� Total Income from Operations (net) Profit/(Loss) before Tax and Extraordinary Items Profit/(Loss) after Tax and Extraordinary Items Equity Share Capital Reserves and Surplus Net Worth		�� �� �� 96,61,37,898 15,86,85,728 11,77,00,703 10,00,00,000 40,15,32,420 50,15,32,420		�� 1,43,53,40,037 4,59,73,32,095 3,79,16,04,105 10,00,00,000 28,99,18,009 38,99,18,009		�� 97,29,11,281 12,57,45,331 8,55,77,922 10,00,00,000 33,89,21,605 43,89,21,605		�� 71,20,69,358 9,60,19,407 6,75,34,345 10,00,00,000 23,26,61,908 33,26,61,908		�� 53,67,49,085 2,19,27,630 1,03,72,705 10,00,00,000 15,64,65,419 25,64,65,419		�� 44,10,92,538 4,25,14,607 2,64,18,018 10,00,00,000 12,72,08,273 22,72,08,273
Basic Earnings per share Diluted Earnings per Share Return on Net Worth NetAsset Value pershare		11.77 11.77 23.47% 50.15		379.16 379.16 972.14% 38.99		8.56 8.56 19.50% 43.89		6.75 6.75 19.29% 33.27		1.04 1.04 4.04% 25.64		2.64 2.64 11.63% 22.72

�� �� Total Income from Operations (net)	�� �� �� N.A.*		�� N.A.*		�� 41,791,68,632		�� 2,96,97,19,311		�� 1,81,62,57,665		�� 1,59,47,60,495
Profit/(Loss) before Tax and Extraordinary Items					95,16,72,724		22,07,64,334		23,25,670		21,91,89,675
Profit/(Loss) after Tax and Extraordinary Items					78,19,12,171		16,12,01,765		(1,19,46,432)		19,45,70,514
Equity Share Capital					10,00,00,000		10,00,00,000		10,00,00,000		10,00,00,000
Reserves and Surplus					1,82,84,17,632		1,16,89,51,818		99,88,18,886		1,03,08,51,835
Net Worth					1,92,84,17,632		1,26,89,51,818		1,09,88,18,886		1,13,08,51,835
Basic Earnings per share (Rs.)					78.19		16.12		(1.19)		19.46
Diluted Earnings per Share (Rs.)					78.19		16.12		(1.19)		19.46
Return on Net Worth (%)					40.55		12.72		(1.09)		17.21
Net Asset Value per share (Rs.)					192.84		126.90		109.88		113.08

B-83

Pursuant to the ongoing scheme of arrangement entered by the Company with Mastek Limited, Trans American Information Systems Private Limited (TAISPL) and its creditors and shareholders, the financial statements of the Company along with its subsidiaries as on March 31, 2020 were consolidated with Mastek Limited.
The Financials mentioned were prepared in accordance with old accounting standards whereas the same financials were again prepared in the next financial year for the purpose of comparison and calculated as per the Ind-AS accounting standards. Hence, there is the difference between the financials of the same year but prepared in different years.
�� Standalone financials dated December 31, 2020 are for nine months and un-audited in nature and not annualised.

NOTE: Net Worth is computed as defined under Regulation 2(1)(hh) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

NOTE: Return on Net Worth is calculated as Profit after Tax divided by Net Worth.

NOTE: Net Asset Value per share is calculated as difference between Total Assets and Total Liabilities, which is divided by the number of shares issued, subscribed and paid-up.

��

Implementation of the Scheme completely depends upon the approval of the regulatory authorities. Any modification / revision by the competent authorities may delay the completion of the process.

��

A. Total number of outstanding litigations against and by ESPL and amount involved are as under –

��	��	��
Civil and Economic Matters	1	-
Criminal Matters	-
Labor Claims, Winding up petitions or closure	15	32.95
Overseas Litigation matters	3	827.90
SEBI or other regulatory matters	-
Security Matters	-
Statutory Obligations	-
��	��	��

��

�� – The Scheme was approved by the Board of Directors of ESPL, TAISPL and Mastek on February 08, 2020 respectively. The Scheme is subject to approvals from the SEBI, Shareholders, Stock Exchanges, National Company Law Tribunal, Regional Director & Registrar of Companies.
�� – Valuation Report and Fairness Opinion
�� :
Memorandum & Articles of Association
Financial Statements & latest Shareholding Pattern
Draft Scheme of Arrangement
Valuation Report and Fairness Opinion pursuant for the Scheme

B-84

��

We hereby declare that all relevant provisions of the Companies Act, 1956 & Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by SEBI, established under Section 3 of the Securities and Exchange Board of India Act, 1992 as the case may be, have been complied with and no statement made in this abridged prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true & correct.

��

�� Ahmedabad �� April 19, 2021

B-85

‘‘Annexure 12’’

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B-88

APPLICABLE INFORMATION IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

(AS PROVIDED IN PART E OF SCHEDULE VI OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENT) REGULATIONS, 2018)

This Document contains information pertaining to an unlisted entity involved in the proposed Scheme of Arrangement between Evolutionary Systems Private Limited (“ESPL” or “Demerged Company”), Trans American Information Systems Private Limited (‘TAISPL’) and Mastek Limited (“Mastek”) and their respective shareholders and creditors pursuant to Sections 230 to 232 of the Companies Act, 2013 and Rules framed thereunder (“Scheme”). TAISPL and Mastek are hereinafter collectively referred to as the “Resulting Companies”. This Abridged Prospectus has been prepared in terms of the requirements specified in SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (“SEBI Circular”). Copies of the documents as mentioned under the title “Any Other Important Information of TAISPL” on page no. 5 shall be available for inspection at Mastek’s Registered Office situated at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad - 380006, Gujarat, India during working hours on all working days from the date of this Abridged Prospectus till the arrangement.

THIS ABRIDGED PROSPECTUS CONTAINS 6 PAGES PLEASE MAKE SURE YOU HAVE RECEIVED ALL THE PAGES

Trans American Information Systems Private Limited

Registered Office: 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad380006, Gujarat, India

Telephone: 91-79-2656-4337; Email: [email protected] CIN: U51505GJ1999PTC112745

Contact Person: Rabindar Kumar Mahato

PROMOTERS OF TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED

The promoter of Trans American Information Systems Private Limited is Mastek Limited since it is a wholly-owned subsidiary of Mastek Limited.

SCHEME DETAILS, LISTING AND PROCEDURE

Such equity shares (issued by the Mastek to the relevant equity shareholders of ESPL) will be listed and admitted for trading on the Stock Exchanges.

PROCEDURE

STATUTORY AUDITORS OF TAISPL

Walker Chandiok & Co. LLP, Chartered Accountants, Firm Registration No. 001076N/N500013 Address: 16[th] floor, Tower II, Indiabulls Finance Centre, SB Marg, Prabhadevi (W), Mumbai – 400 013, India. Phone: +91 22 6626 2699

ELIGIBILITY FOR THE ISSUE

Whether the Company is compulsorily required to allot at least 75% of the net public offer to public, to qualified institutional buyers – Not Applicable

INDICATIVE TIMELINE

B-89

GENERAL RISKS

Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity of the Issuing Company unless they can afford to take the risk of losing their entire investment. Shareholders are advised to read the risk factors carefully before taking an investment decision in relation to the Scheme. For taking an investment decision, shareholders must rely on their own examination of the Company and the Scheme including the risks involved. The equity shares being offered in the Scheme have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the Abridged Prospectus. The Scheme does not envisage any issue to the public at large. Shareholders are advised to refer the title “Internal Risk Factors” on Page No. 5 of the Abridged Prospectus before making an investment in this Scheme.

PRICE INFORMATION OF TAISPL

Not Applicable, since this abridged prospectus is prepared in relation to the Scheme.

PROMOTERS OF TAISPL

The promoter of Trans American Information Systems Private Limited is Mastek Limited since it is a wholly-owned subsidiary of Mastek Limited.

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

Sr. No. Name Qualification Experience including current/ past
position held in other firms
1. Mr. Ashank Desai Mr. Ashank Desai, is an Information Mr. Desai is the Principal Founder and
as Nominee of Technology (IT) Industrialist and has Former Chairman of Mastek and has more
Mastek Limited done B.E. from Mumbai University than 4 decades of rich and diverse experience
and had secured the second rank in in IT industry. Mr. Desai having been the
the University. He holds a M. Tech CMD of Mastek and currently serving as
Degree from the Indian Institute of Vice Chairman & Managing Director of
Technology (IIT), Mumbai. He also Mastek, brings with him valuable experience
holds Post Graduate Diploma in in managing the issues faced by large and
Business Management (PGDBM) complex organisations Mr. Desai has
from IIM Ahmedabad. significant experience due to his status as a
prominent figure in both India and global IT
arena. Mr. Desai, a founding member of
NASSCOM, was also the President of Asian-
Oceanic Computing Industry Organization
(ASOCIO). He has rich experience in
various areas of business, technology,
operations, societal and governance matters.
Mr. Desai also holds Directorship Position in
Majesco Limited, NRB Bearings Limited,
the listed Companies and also is a Director in
Evolutionary Systems Private Limited,
Santacruz Electronics Export Manufacturers
Association, National Association of
Software and Service Companies, Indian
Federation Against Software Theft, Wheels
Global Foundation, Gurukul Knowledge
Foundation, Pan IIT Alumni Reach for
INDIA Foundation. Also, he is/ had been
associated with different Associations,
Foundations viz; Mastek Foundation,
Avanshali Foundation, Founder Member of
NASSCOM etc.;
2. Mastek Limited NA NA
----- End of picture text -----

B-90

BUSINESS MODEL / BUSINESS OVERVIEW AND STRATEGY

TAISPL was incorporated on 5th day of March, 1999 as Trans American Information Systems Private Limited, a private limited company, with the Registrar of Companies, New Delhi, under the provisions of the Companies Act, 1956. The Registered Office of TAISPL is currently situated at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat - 380006. TAISPL is a wholly-owned subsidiary of Mastek Limited.

TAISPL is engaged in the business of providing IT services in the areas like e-commerce website implementation, support, maintenance, and other complimentary services.

BOARD OF DIRECTORS OF TAISPL

Sr. No.	Name	Designation	Experience including current / past position held in other firms
1.	Ashank Datta Desai	Director	Mr. Desai is the Principal Founder and Former Chairman of Mastek and has more than 4 decades of rich and diverse experience in IT industry. Mr. Desai having been the CMD of Mastek and currently serving as Vice Chairman & Managing Director of Mastek, brings with him valuable experience in managing the issues faced by large and complex organisations Mr. Desai has significant experience due to his status as a prominent figure in both India and global IT arena. Mr. Desai, a founding member of NASSCOM, was also the President of Asian-Oceanic Computing Industry Organization (ASOCIO). He has rich experience in various areas of business, technology, operations, societal and governance matters. Mr. Desai also holds Directorship Position in Majesco Limited, NRB Bearings Limited, the listed Companies and also is a Director in Evolutionary Systems Private Limited, Santacruz Electronics Export Manufacturers Association, National Association of Software and Service Companies, Indian Federation Against Software Theft, Wheels Global Foundation, Gurukul Knowledge Foundation, Pan IIT Alumni Reach for INDIA Foundation. Also, he is/ had been associated with different Associations, Foundations viz; Mastek Foundation, Avanshali Foundation,Founder Member of NASSCOM etc.;
2.	Rabindar Kumar Mahato	Director	Mr. Rabindar Kumar Mahato was appointed as Board Member of the Company in the year 2000. Mr. Mahato, is a Commerce graduate from University of Calcutta and he has 26 years of professional experience with various responsibilities of supporting and managing all hands - on operational aspects of the Company’s business. Currently, he is handling issuesrelatedtoAccounts, banking,Legal mattersandrelatedissues.
3.	Rakesh Chandra Singh	Director	Mr. Rakesh Chandra Singh was appointed as a Board Member of the Company in the year 2000. Mr. Singh is a graduate from Garhwal University and he has 25 years of professional experience and has handled various responsibilities of supporting and managing all hands-on operational aspects of the Company’s IT related business. Currently, he is managing the integration and streamlining of the support systems and services, ensuring compliances, assures protection for the assets of the business through internal control & efficient administration.

OBJECTS/ RATIONALE OF THE SCHEME

�� The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.

B-91

�� The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
�� The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia, to result in:
i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals.
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and

The proposed Scheme is in the interest of the shareholders, creditors, employees, and other stakeholders in the Demerged Company and the Resulting Companies.

EQUITY SHAREHOLDING PATTERN OF TAISPL (Pre and Post Arrangement)

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Sr. No. Name of Shareholder TAISPL
Pre-arrangement Post-arrangement
1 Mastek Ltd 34,519 99.997 34,519 99.997
2 Mr. Ashank Datta Desai (Nominee of Mastek 1 0.003 1 0.003
Limited)
Total 34,520 100.00 34,520 100.00
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CCPS SHAREHOLDING PATTERN OF TAISPL (Pre and Post Arrangement)

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Sr. No. Name of Shareholder TAISPL
Pre-arrangement Post-arrangement
1 Umang Nahata - - 5,424 36.16
2 Ummed Nahata - - 4,068 27.12
3 Rakesh Raman - - 4,068 27.12
4 Yashodhar Bhinde - - 720 4.80
5 Sunil Kothari - - 720 4.80
Total - - 15,000 100.00
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B-92

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AUDITED FINANCIALS OF TAISPL
Standalone As on 31 [th]
(Figures in December FY2019-20 FY2018-19 FY2017-18 FY2016-17 FY2015-16
INR ) 2020 @
Total Income 26,05,26,600 41,23,74,800 41,17,73,000 33,97,68,000 31,89,47,008 20,53,20,086
from
Operations
(net)
Profit/(Loss) 4,98,71,700 8,55,89,400 6,82,72,000 4,92,31,000 5,40,02,535 1,55,72,272
before Tax
and
Extraordinary
Items
Profit/(Loss) 3,70,93,550 4,13,32,209 5,02,92,903 3,41,58,000 3,50,47,400 94,73,990
after Tax and
Extraordinary
Items
Equity Share 345,200 3,45,200 3,45,200 3,45,200 3,45,200 1,00,200
Capital
Reserves and 24,88,89,845 18,14,61,195 15,87,79,000 10,86,59,000 7.56.24.042 4,05,76,641
Surplus
Net Worth 24,92,35,045 18,18,06,395 15,91,24,200 10,90,04,200 7,59,69,242 4,06,76,841
Basic 1074.55 1197.33 1456.92 989.51 1,015 946
Earnings per
share (Rs.)
Diluted 1074.55 1197.33 1456.92 989.51 1,015 946
Earnings per
Share (Rs.)
Return on
Net Worth 14.88% 22.73%
(%) 31.61% 31.33% 46.13% 23.29%
Net Asset
Value per 7220.0187 5266.6974
share 4609.6234 3157.71147 2200.7312 4059.5649
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@ For Nine months and Un-Audited in nature and not annualised.

NOTES:

Net Worth is computed as defined under Regulation 2(1)(hh) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
Return on Net Worth is calculated as Profit after Tax divided by Net Worth.
Net Asset Value per share is calculated as difference between Total Assets and Total Liabilities, which is divided by the number of shares issued, subscribed and paid-up.

INTERNAL RISK FACTORS

Implementation of the Scheme completely depends upon the approval of the regulatory authorities. Any modification / revision by the competent authorities may delay the completion of the process.

B-93

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against and by TAISPL and amount involved are as under –

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Type of Cases Number of cases Amount involved (Rs Lakhs)
Civil and Economic Matters 0 NA
Criminal Matters 0 NA
Labour Claims, Winding up petitions or closure 0 NA
Overseas Litigation matters 0 NA
SEBI or other regulatory matters 0 NA
Security Matters 0 NA
Statutory Obligations 0 NA
Total 0 NA
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ANY OTHER IMPORTANT INFORMATION OF TAISPL

Authority for the issue – The Scheme was approved by the Board of Directors of ESPL, TAISPL and Mastek on February 08, 2020 respectively. The Scheme is subject to approvals from the SEBI, Shareholders, Stock Exchanges, National Company Law Tribunal, Regional Director & Registrar of Companies.
Expert Opinion obtained, if any – Valuation Report and Fairness Opinion
Material Contracts and Documents for Inspection:
Memorandum & Articles of Association
Financial Statements & latest Shareholding Pattern
Draft Scheme of Arrangement
Share Valuation Report and Fairness Opinion pursuant for the Scheme

DECLARATION

We hereby declare that all relevant provisions of the Companies Act, 1956 & Companies Act, 2013 and the guidelines/ regulations issued by the Government of India or the guidelines/ regulations issued by SEBI, established under Section 3 of the Securities and Exchange Board of India Act, 1992 as the case may be, have been complied with and no statement made in this abridged prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true & correct.

For Trans American Information Systems Private Limited

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Ashank Desai Director (DIN: 00017767)

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Dinesh Kalani

Company Secretary – Mastek Limited

Place: Mumbai Date: April 15, 2021

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‘‘Annexure 13’’

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‘‘Annexure 16’’

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‘‘Annexure 17’’

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‘‘Annexure 18’’

MASTEK LIMITED

PROVISIONAL STANDALONE BALANCE SHEET AS AT DECEMBER 31, 2020

��

MASTEK LIMITED PROVISIONAL STANDALONE BALANCE SHEET AS AT DECEMBER 31, 2020	��	��
Note	As at
	December 31,2020	March 31,2020
ASSETS Non-current assets Property plant and equipment,net 3(a)(i) Capital work-in-progress Right-of-use assets 3(b) Investment Property 3(c) Intangible assets, net 3(a)(ii) Investment in subsidiaries 3(d) Financial assets Investments 4(a) Loans 4(b) Other financial assets 4(c) Current tax assets, net Deferred tax assets, net Other non-current assets 5 Total non-current assets Current assets Financial assets Investments 6(a) Trade receivables 6(b) Cash and Cash equivalents 6(c)(i) Bank balances, other than cash and cash equivalent 6(c)(ii) Loans 6(d) Other financial assets 6(e) Other current assets 7 Total current assets Total assets EQUITY AND LIABILITIES Equity Equity Share capital 8 Other equity 9 Total Equity LIABILITIES Non-current liabilities Financial liabilities Borrowings 10(a) Other financial liabilities 10(b) Provisions 11 Total non-current liabilities Current liabilities Financial liabilities Trade payables 12(a) Dues of micro and small enterprises Dues of creditors other than micro and small enterprises Other current financial liabilities 12(b) Other current liabilities 13 Provisions 14 Total current liabilities Total Equity and Liabilities	2,905 139 105 458 34 1,403 4,476 107 427 193 3,018 127	3,184 167 134 485 200 1,403 3,844 88 772 1,269 2,816 105
	13,392	14,467
	14,537 3,414 2,626 51 15 805 1,284	12,190 2,561 2,018 64 13 1,333 980
	22,732	19,159
	36,124	33,626
	1,247 26,012	1,214 25,698
	27,259	26,912
	101 1,207 1,363	113 987 990
	2,671	2,090
	- 93 5,374 585 142	1 111 3,746 555 211
	6,195	4,624
	36,124	33,626

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B-234

MASTEK LIMITED

PROVISIONAL STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED DECEMBER 31, 2020

	��	��
Note	Year ended
	December 31,2020	March 31,2020
INCOME Revenue from operations 15 Other income 16 Total Income EXPENSES Employee benefits expenses 17 Finance costs 18 Depreciation and amortization expenses 19 Other expenses 20 Total Expenses Profit before tax Exceptional items - loss Profit before tax Tax expense / (credit) Current tax Deferred tax charge Income tax relating to earlier years Total tax expense Profit after tax for the year Other comprehensive income (OCI) Items that will not be reclassified subsequently to the statement of profit or loss: Defined benefit plan actuarial gains/ (losses) Income tax relating to the above items, (expense) / credit Items that will be reclassified subsequently to the statement of profit and loss: Net change in fair value of forward contracts designated as cash flow hedges Net change in fair value of financial instruments Income tax relating to the above items, expense Total other comprehensive Income for the year Total comprehensive income for theyear	12,831 3,127	16,344 4,886
	15,958	21,230
	9,945 33 836 1,905	12,364 45 1,113 3,642
	12,719	17,164
	3,239	4,066
	700	683
	2,539	3,383
	781 (64) 730	869 (231) -
	1,447	638
	1,092	2,745
	(26) 7 (759) 198 164	8 (3) (111) 319 (61)
	(416)	152
	676	2,897

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B-235

MASTEK LIMITED

Notes to the Standalone Financial Statements for the period April 1, 2020 to December 31, 2020

��

Non-current assets

3(c). Investmentproperty	As at	As at
	December 31,2020	March 31,2020
(A) Investment property (at cost less accumulated depreciation) Gross block Opening Additions Closing Less : Accumulated depreciation Opening Depreciation on transfer from fixed asset Depreciation for the year Closing Net block	1,136 -	2 1,134
	1,136	1,136
	651 - 27	2 613 36
	678	651
	458	485
Aggregate amount of investment property
3(d). Investment in Subsidiaries at cost(unquoted)	As at
	December 31,2020	March 31,2020
Mastek (UK) Limited 200,000 (March 31, 2020 - 200,000) equity shares of £ 1 each, fully paid up Trans American Information Systems Private Limited 34,520 (March 31, 2020 - 34,520) equity shares of Rs. 10 each, fully paid up	216 1,187	216 1,187
	1,403	1,403
4 Financial assets
a. Investments	As at
	December 31,2020	March 31,2020
(A) Investment in share warrant at FVTPL (unquoted): (B) Investment in mutual funds at FVOCI (unquoted): (C) Investment in term deposit at cost (unquoted): (D) Investment in bonds at cost (unquoted): Aggregate market value of unquoted investment (A + B + C + D)	- 4,197 120 159	- 3,708 30 106
	4,476	3,844

b. Loans	As at
	December 31,2020	March 31,2020
Unsecured, Considered good Security deposits	107	88
	107	88

c. Other financial assets	As at
	December 31,2020	March 31,2020
Advances to employees Foreign exchange forward contract Guarantee commission receivable	4 - 423	4 116 652
	427	772

5 Other non-current assets	As at
	December 31,2020	March 31,2020
Capital advances Prepaid expenses Other advances	9 22 96	8 1 96
	127	105
Current assets 6 Financial assets
a. Investments	As at
(i) Investment in mutual funds (ii) Investment in term deposit at cost (unquoted):	December 31,2020	March 31,2020
	10,516 4,021	9,865 2,325
	14,537	12,190

b. Trade receivables	As at
	December 31,2020	March 31,2020
Unsecured Considered Good Considered Doubtful Less: Allowance for doubtful debts	3,414 1,073 (1,073)	2,561 1,060 (1,060)
	3,414	2,561

B-236

MASTEK LIMITED

Notes to the Standalone Financial Statements for the period April 1, 2020 to December 31, 2020

��

c. Cash and Cash Equivalents	As at	As at
	December 31,2020	March 31,2020
(i)Cash and cash equivalents Cash on hand Bank balances In current accounts (ii)Other bank balances Unclaimed dividend account	1 2,625	1 2,017
	2,626	2,018
	51	64
	51	64
	2,677	2,082

d. Loans	As at
	December 31,2020	March 31,2020
Unsecured, Considered good Security deposits	15	13
	15	13

e. Other financial assets	As at
	December 31,2020	March 31,2020
Advances to employees Interest accrued on fixed deposits Deposit Foreign exchange forward contract Guarantee Commission Receivable Rent receivables Other receivables Other receivable from subsidiary, net	23 205 2 - 312 54 30 179	42 121 2 121 345 100 33 569
	805	1,333

7 Other current assets	As at
	December 31,2020	March 31,2020
Unbilled Revenue Prepaid expenses Input tax credit receivable Advances to suppliers Interest on Income tax refunds Others	239 174 395 188 175 114	227 157 337 39 110 110
	1,284	980

8 Equity Share capital	As at
	December 31,2020	March 31,2020
Authorised: 40,000,000 (December 31, 2019: 40,000,000; March 31, 2020: 40,000,000) equity shares of Rs. 5/- each 2,000,000 (December 31, 2019: 2,000,000; March 31, 2020: 2,000,000) preference shares of Rs. 100/- each Issued, subscribed and fully paid up : (March 31, 2020 :24,289,472) equity shares of Rs. 5/- each fully paid	2,000 2,000	2,000 2,000
	4,000	4,000
	1,247	1,214
	1,247	1,214

9 Other equity	As at
	December 31,2020	March 31,2020
a) Capital redemption reserve b) Security premium c) Employee stock options outstanding account d) Retained earnings e) Other item of other comprehensive income Non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares. Retained earnings comprises of the prior year's undistributed earning after taxes increased by undistributed profits for the year. Other item of other comprehensive income consist of FVOCI financial assets and financial liabilities and remeasurement of defined benefit assets and liability. Amount received (on issue of shares) in excess of the par value has been classified as securities premium. The share option outstanding account is used to record the value of equity-settled share based payment transactions with employees. The amounts recorded in this account are transferred to share premium upon exercise of stock options by employees. In case of forfeiture, corresponding balance is transferred to general reserve.	1,539 3,542 2,386 17,735 809	1,539 2,716 2,223 17,995 1,225
	26,012	25,698

B-237

MASTEK LIMITED

Notes to the Standalone Financial Statements for the period April 1, 2020 to December 31, 2020

��

Non-current Liabilities 10 Financial Liabilities	As at	As at
a. Borrowings	December 31,2020	March 31,2020
Secured Vehicle loans from financial institution [Refer note (i) below]	101	113
	101	113

b. Other financial liabilities	As at
	December 31,2020	March 31,2020
Security and other deposits Guarantee Liability payable Lease liability Foreign exchange forward contract	150 598 64 395	127 771 89 -
	1,207	987

11 Provisions	As at
	December 31,2020	March 31,2020
Provision for employee benefits Provision for gratuity [Refer Note 22] Provision for leave entitlement Other provisions Provision for cost overrun on contracts	582 461 320	363 307 320
	1,363	990
Current Liabilities 12 Financial liabilities	As at
a. Tradepayables	December 31,2020	March 31,2020
Trade payables	93	178
	93	178

b. Other financial liabilities	As at
	December 31,2020	March 31,2020
Current maturities of vehicle loans from financial institutions (Secured) (Refer note 10 (a)) Unclaimed dividends (Refer note (a) below) Security and other deposits Lease liability Other payables Employee benefits payable Accrued expenses Foreign exchange forward contract Guarantee Liability payable	56 51 2 49 1,993 2,864 129 230	47 64 2 50 1,282 2,070 - 231
	5,374	3,746

13 Other current liabilities	As at
	December 31,2020	March 31,2020
Contract liabilities Statutory dues (including stamp duty, provident fund and tax deducted at source) Capital creditors Deferred rent	173 365 4 43	103 394 11 47
	585	555

14 Provisions	As at
	December 31,2020	March 31,2020
Provision for employee benefits Provision for leave entitlement	142	211
	142	211

15 Revenue from operations	For the year ended
	December 31,2020	March 31,2020
Information technology services	12,831	16,344
	12,831	16,344

16 Other income	For the year ended
	December 31,2020	March 31,2020
Interest income -On fixed deposits -On others -On guarantee given Profit on sale of current investments Rental income Profit on sale of tangible assets, net Net gain on foreign currency transactions and translation Dividend income from Mastek UK Limited, subsidiary Guarantee commission Others	127 146 75 590 314 3 215 1,345 173 139	240 4 60 616 264 - 127 3,142 104 329
	3,127	4,886

B-238

MASTEK LIMITED

Notes to the Standalone Financial Statements for the period April 1, 2020 to December 31, 2020

��

17 Employee benefits expenses	For the year ended	For the year ended
	December 31,2020	March 31,2020
Salaries, wages and performance incentives Gratuity(Refer Note 22) Employee stock compensation expenses Staff welfare expense 18 Finance costs Contribution to provident and other funds	9,004 194 345 230 171	11,009 236 457 370 292
	9,945	12,364

	For theyear ended
	December 31,2020	March 31,2020
Interest on finance lease Bank charges Other finance charges 19 Depreciation and amortisation expenses	10 4 19	16 9 20
	33	45

	For theyear ended
	December 31,2020	March 31,2020
Depreciation on tangible assets Depreciation on ROU assets Amortisation on intangible assets Depreciation on investment property	530 29 250 27	746 30 301 36
	836	1,113

20 Other expenses	For theyear ended
	December 31,2020	March 31,2020
Recruitment and training expenses Travelling and conveyance Communication charges Electricity Consultancy and sub-contracting charges Audit fees (Refer note 35) Rates and taxes Repairs to buildings Repairs : others Insurance Printing and stationery Purchase of hardware and software Professional fees Rent Advertisement and publicity Receivables, loans and advances doubtful of recovery / written off (net of recoveries) Bad debt written off Hire charges Provision for cost overrun on contracts, net Expenditure towards corporate social responsibility (CSR) activities (Refer note 36) Loss on sale of tangible assets, net Miscellaneous expenses	93 167 151 92 163 18 56 164 274 82 2 51 405 38 16 64 - 13 - 48 - 10	181 450 135 200 279 36 99 337 462 83 14 366 418 42 46 181 10 71 45 113 19 54
	1,905	3,642

B-239

MASTEK LIMITED

Notes to the Standalone Financial Statements for the year ended DECEMBER 31, 2020

��

3(a)(i) Property plant and equipment

		Gross Blo	ck(at cost)			Depreciation an	d amortisation		Net Blo	ck
	As at April 1, 2020	Additions	Deletions / adjustment	As at September 31, 2020	As at April 1, 2020	For the year	Deletions / adjustment	As at September 31, 2020	As at September 31, 2020	As at March 31, 2020
a. Own assets :
Buildings	3,601			3,601	1,635	101		1,736	1,865	1,966
Computers	2,135	211	(381)	1,965	2,093	77	(382)	1,788	176	43
Plant and equipment	2,187	8	(36)	2,160	2,007	61	(36)	2,032	128	180
Furniture and fixtures	4,388		(56)	4,332	4,081	127	(56)	4,152	179	306
Vehicles	399	23		422	210	51		261	160	189
Office equipment	1,684	8	(28)	1,664	1,270	105	(27)	1,347	317	414
Total( A)	14,394	250	(501)	14,142	11,296	522	(501)	11,317	2,825	3,098

b. Leased assets :
Leasehold land	386	-	-	386	311	-	-	311	75	75
Leasehold improvements	328	-	-	328	323	1	-	324	4	5
Vehicles	77	-	(19)	59	71	6	(19)	59	0	6
Total( B)	791	-	(19)	773	705	7	(19)	694	79	86

Total( A + B)	15,185	250	(520)	14,915	12,001	530	(520)	12,011	2,904	3,184
Intangible assets
		Gross Blo	ck(at cost)			Amorti	sation		Net Blo	ck
	As at April 1, 2020	Additions	Deletions / adjustment	As at September 31, 2020	As at April 1, 2020	For the year	Deletions / adjustment	As at September 31, 2020	As at September 31, 2020	As at March 31, 2020
Computer softwares	3,377	84	(2,807)	654	3,177	250	(2,807)	620	34	200
Total	3,377	84	(2,807)	654	3,177	250	(2,807)	620	34	200
Right-of-use assets
		Gross Blo	ck(at cost)			Deprec	iation		Net Blo	ck
	As at April 1, 2020	Additions	Deletions / adjustment	As at September 31, 2020	As at April 1, 2020	For the year	Deletions / adjustment	As at September 31, 2020	As at September 31, 2020	As at March 31, 2020
Building	164	-	-	164	30	29		60	105	134
Total	164	-	-	164	30	29	-	60	105	134
Fixed assets for previous year ende Property plant and equipment	d March 31, 2020

	Gross Block(at cost)	Gross Block(at cost)	Gross Block(at cost)	Gross Block(at cost)	Depreciation and amortisation	Depreciation and amortisation	Depreciation and amortisation	Depreciation and amortisation	Net Block	Net Block
	As at April 1, 2019	Additions	Deletions / adjustment	As at March 31, 2020	As at April 1, 2019	For the year	Deletions / adjustment	As at March 31, 2020	As at March 31, 2020	As at March 31, 2019
a. Own assets :
Buildings *	4,737	-	(1,136)	3,601	2,116	134	(615)	1,635	1,966	2,621
Computers	2,185	16	(66)	2,135	2,046	112	(66)	2,093	43	139
Plant and equipment	2,269	13	(95)	2,187	2,013	87	(93)	2,007	180	256
Furniture and fixtures	4,735	17	(364)	4,388	4,230	190	(338)	4,081	306	505
Vehicles	409	38	(48)	399	173	78	(41)	210	189	236
Office equipment	1,820	107	(243)	1,684	1,373	138	(241)	1,270	414	447
Total( A)	16,155	191	(1,952)	14,393	11,951	739	(1,394)	11,296	3,098	4,204

b. Leased assets :
Leasehold land	386	-	-	386	311	-	-	311	75	75
Leasehold improvements	328	-	-	328	322	1	-	323	5	6
Vehicles	88	-	(11)	77	76	6	(11)	71	6	12
Total( B)	802	-	(11)	791	709	7	(11)	705	86	93

Total( A + B)	16,957	191	(1,963)	15,185	12,660	746	(1,405)	12,001	3,184	4,297
Intangible assets
	Gross Block(at cost)				Amortisation				Net Block
	As at April 1, 2019	Additions	Deletions / adjustment	As at March 31, 2020	As at April 1, 2019	For the year	Deletions / adjustment	As at March 31, 2020	As at March 31, 2020	As at March 31, 2019
Computer softwares	3,101	276	-	3,377	2,876	301	-	3,177	200	225
Total	3,101	276	-	3,377	2,876	301	-	3,177	200	225
Right-of-use assets	20,058.00 15,536.00
	Gross Block(at cost)				Depreciation				Net Block
	As at April 1, 2019	Additions	Deletions / adjustment	As at March 31, 2020	As at April 1, 2019	For the year	Deletions / adjustment	As at March 31, 2020	As at March 31, 2020	As at March 31, 2019
Building	-	164	-	164	-	30	-	30	134	-
Total	-	164	-	164	-	30	-	30	134	-

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B-242

MASTEK LIMITED

Registered Office: 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat.

Tel: +91-79-2656-4337; Fax: +91-22-6695 1331; E mail: [email protected]; Website: www.mastek.com CIN: L74140GJ1982PLC005215

NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF MASTEK LIMITED

(pursuant to Order dated April 12, 2021 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad)

Day	Day	Friday	Friday
Date		May 28, 2021
Time		1.00p.m. (IST)
Mode of Meeting		In view of the ongoing COVID -19 pandemic and related social distancing norms, as per the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench the Meeting shall be conducted through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”)
Remote e-votingstart date and time		Monday, May 24, 2021 at 9.00 a.m. (IST)
Remote e-votingend date and time		Thursday, May 27, 2021 at 5.00p.m. (IST)

Sr. No.	Contents		Page Nos.
1	Notice of Meeting of the Unsecured Creditors of Mastek Limited being convened by Order of the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad dated April 12, 2021 under the provisions of Sections 230 to 232 and other applicable provisions if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.		A-3
2	Explanatory Statement under the provisions of Section 230(3) read with Section 102 of the Companies Act, 2013 and other applicable provisions if any, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.		A-10
3	Annexure 1 Scheme of Arrangement between Evolutionary Systems Private Limited, Trans American Information Systems Private Limited and Mastek Limited and their respective Shareholders and Creditors under the provisions of Sections 230 to 232 and other applicable provisions if any, of the Companies Act, 2013 and rules framed thereunder.		B-1
4	Annexure 2 Independent Valuation Report dated February 08, 2020 and Addendum to the Valuation Report dated July28, 2020 issued byNiranjan Kumar, Registered Valuer.		B-37
5	Annexure 3 Fairness Opinion dated February 08, 2020 and July 29, 2020 issued by Kunvarji Finstock Private Limited, an Independent Category-I Merchant Banker on the Fair Share Entitlement Ratio.		B-54
6	Annexure 4 Complaints Report dated September 08, 2020 submitted byMastek Limited to BSE Limited(“BSE”).		B-65
7	Annexure 5 Complaints Report dated September 04, 2020 submitted by Mastek Limited to National Stock Exchange of India Limited(“NSE”).		B-66
8	Annexure 6 Copyof the Observation Letter dated February26, 2021 issued byBSE to Mastek Limited.		B-67
9	Annexure 7 Copyof the Observation Letter dated March 01, 2021 issued byNSE to Mastek Limited.		B-70

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Sr. No.	Contents	Page Nos.
10	Annexure 8 Report adopted by the Board of Directors of Evolutionary Systems Private Limited in its meeting held on February 08, 2020 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	B-73
11	Annexure 9 Report adopted by the Board of Directors of Trans American Information Systems Private Limited in its meeting held on February 08, 2020 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	B-74
12	Annexure 10 Report adopted by the Board of Directors of Mastek Limited in its meeting held on February 08, 2020pursuant to theprovisions of Section 232(2)(c) of the Companies Act, 2013.	B-75
13	Annexure 11 Abridged Prospectus providing information pertaining to the unlisted entity i.e. Evolutionary Systems Private Limited involved in the Scheme as per the format specifed in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.	B-76
14	Annexure 12 Abridged Prospectus providing information pertaining to the unlisted entity i.e. Trans American Information Systems Private Limited involved in the Scheme as per the format specifed in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.	B-86
15	Annexure 13 Audited Financial Statements of EvolutionarySystems Private Limited as on March 31, 2020.	B-95
16	Annexure 14 Audited Financial Statements of Trans American Information Systems Private Limited as on March 31, 2020.	B-150
17	Annexure 15 Audited Standalone Financial Statements of Mastek Limited as on March 31, 2020.	B-177
18	Annexure 16 Unaudited Financial Statements of Evolutionary Systems Private Limited for the period ended December 31, 2020.	B-218
19	Annexure 17 Unaudited Financial Statements of Trans American Information Systems Private Limited for the period ended December 31, 2020.	B-228
20	Annexure 18 Unaudited Standalone Financial Statements of Mastek Limited for the period ended December 31, 2020.	B-234

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH AT AHMEDABAD

CA (CAA) NO. 18(AHM)2021

IN THE MATTER OF THE COMPANIES ACT, 2013;

AND

IN THE MATTER OF SECTIONS 230 TO 232 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

BETWEEN

EVOLUTIONARY SYSTEMS PRIVATE LIMITED (“ESPL”)

AND

TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED (“TAISPL”)

AND

MASTEK LIMITED (“MASTEK”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

MASTEK LIMITED

CIN: L74140GJ1982PLC005215

Company incorporated under the Companies Act, 1956, having its Registered Office at 804/805, President House, Opposite C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380006, Gujarat.

….. Applicant Company/ Company

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NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF MASTEK LIMITED

To,

All the Unsecured Creditors of Mastek Limited (“Applicant Company/ Company”)

NOTICE is hereby given that by an Order dated April 12, 2021 (“Order”) , the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad (“NCLT” or “Tribunal”) in the above mentioned Company Scheme Application has directed Meeting of Unsecured Creditors of the Applicant Company, be convened and held for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Evolutionary Systems Private Limited (“ESPL”) , Trans American Information Systems Private Limited (“TAISPL”) and Mastek Limited (“Mastek”) and their respective Shareholders and Creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions if any, of the Companies Act, 2013 (“Act”) (“Scheme”) .

In pursuance of the said Order and as directed therein, Notice is hereby given that Meeting of the Unsecured Creditors of the Applicant Company is scheduled to be held on Friday, May 28, 2021 at 1.00 p.m. (IST (“Meeting”) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) following the operating procedures (with requisite modifications as may be required) referred to in Circular No.14/2020 dated April 8, 2020 read with Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020 and Circular No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs, Government of India.

The Board of Directors of the Applicant Company, at its meeting held on February 08, 2020, approved the above-mentioned Scheme, subject to approval of its Shareholders and Creditors, as may be required, and subject to the sanction of the Hon’ble NCLT and of such other authorities as may be necessary.

The Unsecured Creditors are requested to consider and, if thought fit, approve with or without modification(s), the following resolution pursuant to the provisions of Sections 230 to 232 of the Act and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the provisions of the Memorandum of Association and Articles of Association of the Applicant Company, for the purpose of considering, and if thought fit, approving, the Scheme.

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for the time

being in force) read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and other Rules, Circulars and Notifications made thereunder as may be applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, (including amendments thereof) and relevant provisions of other applicable laws, the relevant provisions of the Memorandum of Association and Articles of Association of the Company, subject to requisite approval of the Hon’ble National Company Law Tribunal (“NCLT”/ “Tribunal”) , and other regulatory or government bodies/ tribunals or institutions as may be applicable, and subject to such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the (“Board”) , which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution) and subject to approval of Equity Shareholders, the arrangement embodied in the Scheme of Arrangement between Evolutionary Systems Private Limited (“ESPL”) , Trans American Information Systems Private Limited (“TAISPL”) and Mastek Limited (“Mastek”) and their respective Shareholders and Creditors (“Scheme”) placed before this Meeting and initialed by the Chairperson for the purpose of identification, be and is hereby approved by the Unsecured Creditors of the Applicant Company with or without modification(s) and for conditions, if any, which may be required and/or imposed and/or permitted by the Ahmedabad Bench of the Hon’ble NCLT while sanctioning the aforesaid Scheme and/or by any Governmental Authority.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and for removal of any difficulties or doubts the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the demerger embodied in 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 NCLT and/ or other authorities while sanctioning the demerger embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such

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adjustments in the books of accounts as considered necessary in giving effect to the Scheme, including settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, and if necessary, to waive any of those, and to all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into the effect or to carry out such modifications/ directions as may be required and/or imposed and/or permitted by the Tribunal while sanctioning the Scheme, or by any other Authorities, as the Board may deem fit and proper.”

Copy of the Scheme and of the Explanatory Statement, under Sections 230(3) and 102 of the Act, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the Annexures as indicated in the Index, can be obtained free of charge from the Registered Office of the Applicant Company at 804/805, President House, Opposite C. N. Vidyalaya Near Ambawadi Circle, Ambawadi, Ahmedabad – 380006, Gujarat or from the office of the PCA Mr. Sanjay Majmudar at B-303, GCP Business Centre, Opp. Memnagar Fire Station, Near Vijay Rasta, Ahmedabad – 380014, during normal business hours (9:30 am to 6:30 pm) from Monday to Friday upto and including the date of the Meeting.

The Hon’ble NCLT has appointed Mr. S. Sandilya, to be the Chairperson of the said Meeting and failing him, Mr. Ashank Desai, as the Alternate Chairperson of the Meeting, including for any adjournment or adjournment(s) thereof. The Hon’ble NCLT has also appointed Mr. Prashant S. Mehta, Proprietor of P. Mehta and Associates, Practising Company Secretaries (ACS No.: 5814, CP No.: 17341), as the Scrutiniser for the Meeting, including for any adjournment or adjournment(s) thereof.

The Scheme, if approved in the aforesaid Meeting, will be subject to the subsequent approval by the Hon’ble NCLT, Ahmedabad Bench at Ahmedabad.

Sd/S. Sandilya

Chairperson appointed by the Hon’ble NCLT for the Meeting

Dated this April 23, 2021

Notes:

1. In view of the global outbreak of the COVID-19 pandemic, social distancing norm to be followed and due to continuing restrictions on the movement of people at several places in the country, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by Companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19” and General Circular No. 20/2020 dated May 5, 2020 read with General Circular No. 02/2021 dated January 13, 2021, in relation to “Clarification on holding of General Meetings through Video Conferencing (VC) or Other Audio Visual Means (OAVM)” (“MCA Circulars”) have permitted the holding of the Meeting through VC/ OAVM without the physical presence of the Unsecured Creditors at a common venue.

In compliance with the applicable provisions of the Companies Act, 2013 (“Act”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, read with the MCA Circulars, and pursuant to Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) the Meeting of the Unsecured Creditors of the Applicant Company is scheduled to be held on Friday, May 28, 2021 at 1.00 p.m. (IST) through VC/ OAVM and voting for the item to be transacted in the Notice to this Meeting shall be only through remote electronic voting process (“e-Voting”) .

2. Since this Meeting is being held pursuant to the MCA Circulars through VC/ OAVM, where 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 including route map are not annexed to this notice.

Registered Office:

804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat. CIN: L74140GJ1982PLC005215 Website: www.mastek.com Email: [email protected]

3. Unsecured creditors attending the Meeting through VC/OAVM shall be reckoned for the purpose of quorum. In terms of the Order, the quorum for the Meeting of Unsecured Creditors shall be 2(two) present either in person or through proxy or authorised representative attending the Meeting.

A-5

4. The authorised representative of a Body Corporate which is an Unsecured Creditor of the Applicant Company may attend and vote at the Meeting through VC/ OAVM, provided a certified copy of the resolution of the Board of Directors or other governing body of such Body Corporate, authorising such representative to attend and vote at the Meeting on behalf of such Body Corporate by sending an e-mail at [email protected] not later than 48 hours before the commencement of the Meeting.

5. Only such Unsecured Creditors of the Applicant Company may attend and vote at the Meeting, whose names appear in the Chartered Accountant’s Certificate certifying the list of Unsecured Creditors of the Applicant Company as on December, 15, 2020 (‘cut-off date’) as had been filed with the Tribunal in Company Scheme Application No.18(AHM)2021. A person/entity who is not an Unsecured Creditor on such date should treat the notice for information purpose only and shall not be entitled to avail the facility of voting during the Meeting.

6. Further on account of the threat posed by COVID-19 and in compliance with the aforementioned MCA Circulars this Meeting Notice along with the Annexures thereat is being sent only through electronic mode to the Unsecured Creditors. Unsecured Creditors may note that the Notice convening this Meeting and the Annexures thereat will be available on the Applicant Company’s website at www.mastek.com, websites of the Stock Exchanges, i.e., BSE and NSE at www.bseindia.com and www.nseindia.com respectively. The Notice is also available on the website of National Securities Depository Limited at www.evoting.nsdl.com. If so desired, Unsecured Creditors may obtain a printed copy of the Notice and the Annexures thereat i.e. Scheme and the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 etc., free of charge from the Registered Office of the Applicant Company or from the office of the PCA Mr. Sanjay Majmudar at B-303, GCP Business Centre, Opp. Memnagar Fire Station, Near Vijay Rasta, Ahmedabad – 380014, during normal business hours (9:30 am to 6:30 pm) from Monday to Friday upto and including the date of the Meeting. A written request in this regard, along with details of the outstanding amount due by the Company and mentioning Permanent Account Number (PAN), may be addressed to the Company Secretary at [email protected]

7. All the relevant documents referred to in this Notice and Explanatory Statement and other documents also be available electronically for inspection by the Creditors at the Meeting. Creditors seeking to inspect such documents can send an e-mail to [email protected] from their registered e-mail address.

9. PROCEDURE FOR REMOTE E-VOTING AND E-VOTING AT THE MEETING

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and the MCA Circulars and Pursuant to the directions of the Tribunal given under the Order, Company is providing facility of remote e-voting to its Unsecured Creditors in respect of the business to be transacted at this Meeting. For this purpose, the Applicant Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by an Unsecured Creditor using remote e-Voting system as well as e-voting during the Meeting will be provided by NSDL.

Instructions relating to e-voting:

a. The unsecured creditors who have cast their votes by remote e-voting may also attend the Meeting, but shall not be entitled to cast their votes again at the Meeting. Once the vote on the resolution is cast by a unsecured creditor, the unsecured creditor will not be allowed to change it subsequently or cast the vote again.
b. An unsecured creditor can opt for only single mode of voting i.e., through remote e-voting or e-voting at the Meeting. If an unsecured creditor casts vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as “INVALID”.
c. A person, whose name is recorded in the list of the Unsecured Creditors of the Applicant Company as on the cut-off date (specified in the Notice) only shall be entitled to

A-6

avail the facility of remote e-voting or for participation and e-voting at the Meeting. A person who is not a Unsecured Creditor as on the cut-off date, should treat the Notice for information purpose only.

d. Any Unsecured Creditor who has forgotten the User ID and/or Password, may obtain the same from NSDL in the manner as mentioned below:
i. Unsecured Creditors may send an email request at [email protected] to NSDL. Such Unsecured Creditors are requested to provide their name, address, amount outstanding, PAN and e-mail address along with the request to NSDL, after due verification of the request, NSDL will send the User ID and Password.
ii. Unsecured Creditors may call on NSDL’s toll-free No. 1800 1020 990/ 1800 224 430 (from 9:00 a.m. to 6:00 p.m.) for assistance on working days.
e. The Company has opted to provide the same electronic voting system at the Meeting, as used during remote e-voting, and the said facility shall be operational till the resolution proposed in the Notice is considered and voted upon at the Meeting and may be used for voting only by the Unsecured Creditors as on the cut-off date and who have not already cast their votes through remote e-voting.
f. Instructions for voting:

Step 1: Log-in to NSDL e-Voting system

Visit the eVoting website of NSDL. Open web browser by typing the following URL: www.evoting.nsdl.com
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section. Your Login id and password details for attending the Meeting through VC/ OAVM and casting your vote electronically are attached in the .pdf file enclosed herewith. Please note that the password to open the .pdf file is the unique id mentioned above.
A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Details of your Login ID and Password are sent on your e-mail ID.
After entering your password, tick 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.

Step 2 : Cast your vote electronically 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 companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
Select “E-voting event number”for casting 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, verify/ modify the value of unsecured creditor for which you wish to cast your vote 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.

The voting lines shall be open from Monday, May 24, 2021 at 9.00 a.m. (IST) to Thursday, May 27, 2021 at 5.00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter.

INSTRUCTIONS FOR UNSECURED CREDITORS FOR ATTENDING THE MEETING THROUGH VC / OAVM ARE AS UNDER:

Unsecured creditors will be able to attend the Meeting through VC / OAVM at https:// www.evoting.nsdl.com by using their

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e-voting login credentials and selecting the EVEN for this Meeting.

Facility of joining the Meeting through VC / OAVM shall open 30 minutes before the time scheduled for the Meeting.
Unsecured Creditors who need assistance before or during the Meeting can drop an email at [email protected]

PROCEDURE FOR INSPECTION OF DOCUMENTS:

a. All the relevant documents referred to in this Notice and Explanatory Statement and other documents shall be available electronically for inspection by the Unsecured Creditors at the Meeting. Unsecured Creditors seeking to inspect such documents can send an e-mail to [email protected] from their registered e-mail address.
b. Unsecured creditors seeking any information with regard to the Scheme or the matter proposed to be considered at the Meeting, are requested to write to the Company at least 2(two) days before the date of the Meeting through email on [email protected] same will be replied by the Company suitably.
c. Unsecured creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting, manner of casting vote through remote e-voting or e-voting at the Meeting.

GENERAL INFORMATION FOR UNSECURED CREDITORS:

1 Voting rights of a unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date (specified in the Notice).
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 https://www. evoting.nsdl.com/ Forgot User Details/ Password” option available on evoting@ nsdl.co.in to reset the password.

The e-voting facility will available from the commencement of the Meeting till the conclusion of the Meeting.
The Hon’ble NCLT has appointed Mr. Prashant S. Mehta, Proprietor of P. Mehta and Associates, Practising Company Secretaries (ACS No.: 5814, CP No.: 17341) as Scrutiniser to scrutinise the voting at the Meeting and remote e-Voting process, in a fair and transparent manner.
The Chairperson shall, at the Meeting at the end of discussion on the resolution on which voting is to be held, allow voting, by use of remote e-Voting system for all those Members who are present during the Meeting through VC/ OAVM but have not cast their votes by availing the remote e-Voting facility. The remote e-Voting module during the Meeting shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.
The Scrutiniser shall, after the conclusion of voting at the Meeting, first count the votes cast during the Meeting and, thereafter, unblock the votes cast through remote e-Voting and shall make, not later than 48 hours from the conclusion of the Meeting, a Consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairperson.
The Results declared, along with the Scrutiniser’s Report, shall be placed on the Applicant Company’s website at www. mastek. com and on the website of NSDL at www.evoting.nsdl.com,immediately after the declaration of the result by the Chairperson. The results shall also be immediately forwarded to the Stock Exchanges where the Company’s Equity Shares are listed viz. BSE and NSE and be made available on their respective websites viz. www.bseindia.com and www.nseindia.com.

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The results, together with Scrutinizer’s Report, will be announced on or before Sunday, May 30, 2021 and will be placed on NSDL’s website at www.evoting.nsdl. com.

For e-Voting:

Ms. Pallavi Mhatre and/or Mr. Amit Vishal at toll free number 1800 1020 990/ 1800 224 430.

For VC/OAVM:

The details of NSDL officials who may be contacted for any assistance with regard to e-Voting and VC/ OAVM facility are as follows:

Mr. Sagar Ghosalkar at toll free number 1800 1020 990/ 1800 224 430.

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH AT AHMEDABAD

CA (CAA) NO. 18(AHM)2021

IN THE MATTER OF THE COMPANIES ACT, 2013;

AND

IN THE MATTER OF SECTIONS 230 TO 232 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

BETWEEN

EVOLUTIONARY SYSTEMS PRIVATE LIMITED

(“ESPL”)

AND

TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED (“TAISPL”)

AND

MASTEK LIMITED (“MASTEK”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

MASTEK LIMITED

CIN: L74140GJ1982PLC005215

Company incorporated under the Companies Act, 1956, having its Registered Office at 804/805, President House, Opposite C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380006, Gujarat.

….. Applicant Company/ Company

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Pursuant to the Order dated April 12, 2021 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad (“NCLT”/ “Tribunal”), in Company Scheme Application No. CA (CAA) NO. 18(AHM)2021 (“Order”) , the Meeting of the Unsecured Creditors of Mastek Limited is being convened on Friday, May 28, 2021 at 1.00 p.m. (IST) through Video Conferencing or Other Audio Visual Means (“VC/OAVM”) for the purpose of considering, and if thought fit, approving, the Scheme of Arrangement between Evolutionary Systems Private Limited (“ESPL”) , Trans American Information Systems Private Limited (“TAISPL”) and Mastek Limited (“Mastek”) and their respective Shareholders and Creditors (“Scheme”) pursuant to provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (“Act”) and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force). ESPL, TAISPL and Mastek are together referred to as the (“Companies”) . A copy of the Scheme, which has been, inter alia, approved by the Board of Directors of the Applicant Company at its meeting held on February 08, 2020, is enclosed herewith. Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.
In terms of the said Order, the quorum for the aforesaid Meeting of the Unsecured Creditors of the Applicant Company shall be 2(two) present either in person or through proxy or authorised representative. Further in terms of the said Order, NCLT has appointed Mr. S. Sandilya to be the Chairperson of the said Meeting and failing him, Mr. Ashank Desai as the Alternate Chairperson of the Meeting including for any adjournment or adjournment(s) thereof.
This statement is being furnished as required under Sections 230(3), and 102 of the Act, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Order further directs the convening of the meeting of the Unsecured Creditors of ESPL to be held through VC/OAVM on Friday, May 28, 2021 at 10.00 a.m. (IST) to consider the Scheme.
The Order further directs the convening of the meeting of the Unsecured Creditors of TAISPL to be held through VC/OAVM on Friday, May 28, 2021 at 11.30 a.m. (IST) to consider the Scheme.
The Order further directs the convening of the meeting of the Equity Shareholders of the Applicant Company to be held through VC/OAVM on Friday, May 28, 2021 at 5.00 p.m. (IST) to consider the Scheme.
In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be acted upon only if a majority of persons representing 3/4th in value of the Unsecured Creditors of the Applicant, Company voting through (i) remote e-voting system or (ii) e-voting during the Meeting as arranged by the Applicant Company at the Meeting, agree to the Scheme. Further, as per the observation letter by BSE dated February 26, 2021 and the observation letter by NSE dated March 01, 2021, the Scheme shall be acted upon only if the majority votes cast by the Unsecured Creditors are in favor of the Scheme.
The draft Scheme was placed before the Audit Committee of the Applicant Company and Board of Directors of the Companies at their respective meetings held on February 08, 2020. In accordance with the provisions of the SEBI Circular No. CFD/ DIL3/CIR/2017/21 dated March 10, 2017, the Audit Committee of the Applicant Company recommended the Scheme to the Board of Directors of the Applicant Company, inter-alia taking into account the following;
a) Draft Scheme of Arrangement, duly initialed by Chairman of the Applicant Company for the purpose of identification;
b) Valuation Reports dated February 08, 2020 and addendum to the Valuation Report dated July 28, 2020, issued by, Niranjan Kumar, Registered Valuer ;
c) Fairness Opinion dated February 08, 2020 and July 29, 2020 issued by Kunvarji Finstock Private Limited, an Independent Category-I Merchant Banker;
d) Draft Certificate dated February 08, 2020 issued by the Statutory Auditors of the Applicant Company i.e. M/s. Walker Chandiok & Co. LLP, Chartered Accountants, to the effect that the Scheme is in compliance with the applicable Accounting Standards as specified by the Central Government under Section 133 of the Act;

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e) Draft Pricing Certificate dated February 08, 2020 issued by the Statutory Auditors of the Applicant Company i.e. M/s. Walker Chandiok & Co. LLP, Chartered Accountants, to the effect that the issuance of Equity Shares pursuant to the Scheme is in compliance with the Regulation 158 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Based upon the recommendations of the Audit Committee of the Applicant Company and on the basis of the evaluations, the Board of Directors of the Applicant Company has concluded that the Scheme is in the interest of the Applicant Company and its Shareholders and Creditors respectively.
Further, Board of Directors of ESPL and TAISPL has also concluded that the Scheme is in the interest of the Companies and their Shareholders and Creditors respectively.

PARTICULARS OF EVOLUTIONARY SYSTEMS PRIVATE LIMITED (“ESPL”)

ESPL was incorporated on 12th day of September, 2006 as Evolutionary Systems Private Limited, a Private Limited Company, with the Registrar of Companies, Gujarat, under the provisions of the Companies Act, 1956. The Registered Office is currently situated at 11th Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad- 380054, Gujarat, India. ESPL is engaged in the business of marketing, distributing, implementing and supporting the licensed Oracle based products and other business solutions all over the world. The Permanent Account Number of ESPL is AABCE6502F. Email ID of ESPL is business@ evosysglobal.com. The Equity Shares of ESPL are not listed on any stock exchanges.
The objects for which ESPL has been established are set out in its Memorandum of Association. The main objects of ESPL are, inter alia, as follows:
“1) To carry on the business of consultancy and development of computer software and hardware and business of ERP Applications, medical transcription and other information technology enabled services and to provide turn key solution for the same and also to provide software solutions development and to carry on in India or overseas, offshore or on site, the business, of system study, analysis, design, coding, testing, documentation, development and implementation of software relating to commercial and non-commercial usages through the use of various magnetic media, digital media and internet,

information technologies consultancy, web site designing, hosting and maintenance, development of e-commerce technologies, web related systems development, internet and internet development and to act carry on in India or overseas the business of trading, importing and exporting and to act as consultants in software, hardware related to commercial and non-commercial usages, training in information technology in software and hardware and to work as teaching and training educational institute and appoint franchises in India and overseas and to provide bureau for providing computer service to process data and develop system of all kind by processing jobs and hiring out machine time and assist to set up, operate and supervise the operation of data processing division of companies in India or overseas.”

The Authorised, Issued, Subscribed and Fully PaidUp Share Capital of ESPL, as on January 31, 2020 was as under:;

Share Capital	`
Authorised Share Capital
1,10,00,000 equity shares of `10 each	11,00,00,000
Total	11,00,00,000
Issued, Subscribed and Fully Paid-Up Share Capital
1,00,00,000 equity shares of `10 each	10,00,00,000
Total	10,00,00,000

Note:

Subsequent to the January 31, 2020, there has been no change in the Authorised, Issued, Subscribed and Fully Paid-Up Share Capital of ESPL.

PARTICULARS OF TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED (“TAISPL”)

TAISPL was incorporated on 5th day of March, 1999 as Trans American Information Systems Private Limited, a Private Limited Company, with the Registrar of Companies, N.C.T of Delhi & Haryana, under the provisions of the Companies Act, 1956. The Registered Office of TAISPL is currently situated at 804/805, President House, Opposite C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad, - 380006, Gujarat. The Certificate for change in Registered Office was received on February 17, 2020. TAISPL is a wholly owned subsidiary of the Applicant Company. TAISPL is engaged in the business of providing IT services in the areas like e-commerce

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website implementation, support, maintenance, and other complimentary services. The Permanent Account Number of the TAISPL is AAACT8387Q. Email ID of TAISPL is investor_grievances@mastek. com The Equity Shares of TAISPL are not listed on any stock exchanges.

The objects for which TAISPL has been established are set out in its Memorandum of Association. The main objects of TAISPL are, inter alia, as follows:
i) “To carry on the business of trading, development, importing and exporting of semiconductors equipments hardware and software for usage of computers, communication systems and office automation products.
ii) To undertake, transact business as distributors, selling agents, commission agents or representatives for any person, firm or company dealing in semiconductors equipments hardware and software for usage of computers, communication systems and office automation products.
iii) a) To carry on the business of providing consultancy services for commercial and non-commercial users of information and computer technology and to carry out systems study and analysis and to design and develop systems of all kinds and to assist, set up and supervise the installation and operation of the software systems for usage of computer, communication and other automated systems and to provide training to personnel to take up and operate such systems, on turnkey basis or otherwise, in India or abroad.
- b) To investigate and collect data and information and prepare report on behalf of any person, firm, company, industry, association or any other person on feasibility of new projects and/or expansion of existing projects for computer hardware and/or software applications and to diagnose operational difficulties and weaknesses and suggest remedial measures to improve and modernize.
iv) To carry on the business of sale on hire purchase or installment scheme and lease on time sharing basis or otherwise of microprocessor based all micro, mini, super mini, mainframe and super computers, word processors, data

entry machines, CAD/CAM/CAE work stations CAN and other net works, phototypesetters, accounting and business machines, calculators, digital devices software, display devices, communication equipments, electronic printers, scanners, plotters, magnetic media, Fax machines, photocopiers, office automation systems and all types of peripherals thereof.

v) To carry on the business of a ·placement agency, recruitment, training, import, export of manpower on its on or on behalf of any other organization in the arena of information technology and other automation systems.
vi) To carry on the business of providing computer education.’’
The Authorised, Issued, Subscribed and Fully PaidUp Share Capital of TAISPL, as on January 31, 2020 was as under:

Share Capital	`
Authorised Share Capital
1,00,000 equity shares of`10 each	10,00,000
Total	10,00,000
Issued, Subscribed and Fully Paid-Up Share Capital
34,520 equity shares of`10 each	3,45,200
Total	3,45,200

Note:

Subsequent to the January 31, 2020, there has been no change in the Authorised, Issued, Subscribed and Fully Paid-Up Share Capital of TAISPL.

PARTICULARS OF MASTEK LIMITED (“MASTEK”)

Mastek was incorporated on 14[th] day of May, 1982 as Management and Software Technology Private Limited, a Private Limited Company, with the Registrar of Companies, Gujarat, under the provisions of the Companies Act, 1956. In the year 1992, Mastek’s name was changed to Mastek Private Limited with effect from 18[th] Day of March 1992. Mastek had thereafter altered its Articles of Association and consequently, the word “Private” had been deleted in terms of section 21, 31(1), 44 of the Companies Act, 1956 with effect from 18[th] day of August 1992. The Registered Office of Mastek is currently situated at 804/805, President House, Opposite C. N. Vidyalaya, Near Ambawadi

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Circle, Ambawadi, Ahmedabad, - 380006, Gujarat. Mastek is the holding company of TAISPL. Mastek inter alia, engaged in the business of providing information technology solutions and a leading IT player with global operations providing enterprise solutions to government, retail and financial services organizations worldwide. The Permanent Account Number of the Mastek is AAACM9908Q. Email ID of Mastek is [email protected]. The Equity Shares of Mastek are listed on the BSE and the NSE.

The objects for which Mastek has been established are set out in its Memorandum of Association. The main objects of Mastek are, inter alia, as follows:
i) “To establish, maintain, conduct, provide, procure or make available India or elsewhere outside India services relating to:
- a) Management consultancy in areas of marketing, personal finance, costing, planning, organizational methods systems, organizational development, man power training & development, operational research, industrial engineering etc.
- b) Technical consultancy in areas of production, planning, plant layout, productivity, inventory control, material handling, process development technical knowhow, electronic design etc.
- c) Legal liaison, procurement of industrial license, portfolio management, share issue management and other services to individuals, partnership firms, corporate bodies, associations, corporations, government institutions and undertakings, local bodies etc engaged in any business, trade, industry or any other economic or industrial activity.
ii) To manufacture, import, export, purchase, sell, trade, process rent, lease and otherwise deal in computer hardware, computer software, computer stationary data processing equipments, machinery components, electrical and electronic components associated and related with/to computer and provide training in respect of above areas and to provide services in the above areas including system analysis, system development, programming data processing, data entry system in India and abroad.”
The Authorised, Issued, Subscribed and Paid up Share Capital of Mastek, as on January 31, 2020 was as under:

2020 was as under:
Share Capital	`
Authorised Share Capital
4,00,00,000 equity shares of ` 5 each	20,00,00,000
20,00,000 preference shares of`100 each	20,00,00,000
Total	40,00,00,000
Issued, Subscribed and Fully paid-up Share Capital
2,42,55,233 equity shares of` 5 each	12,12,76,165
Total	12,12,76,165

Note:

Subsequent to the January 31, 2020, the Company has issued 979,944 shares to its employees pursuant to Employee Stock Option Plan.

19. RATIONALE OF THE SCHEME

The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.
The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia, to result in:

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i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals;
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and

The proposed Scheme is in the interest of the shareholders, creditors, employees, and other stakeholders in the Demerged Company and the Resulting Companies.

20. SALIENT FEATURES OF THE SCHEME

20.1 The Scheme is presented under Sections 230 to 232 and other applicable provisions of the Act, and relevant rules made thereunder, as may be applicable for the Scheme of arrangement
20.2 Appointed date of the Scheme shall be opening of business hours of 1st day of February 2020 or such other date as may be mutually determined by the Parties and approved by the NCLT.
20.3 Effective Date of the Scheme means the last of the dates on which the conditions precedent specified in Clause 20 of the Scheme of Arrangement are fulfilled. Any reference in the Scheme to “upon the Scheme becoming effective” or “effectiveness of the Scheme” shall be a reference to the Effective Date.
20.4 Upon this Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, securities shall be issued by each of the Resulting Companies (“Resulting Companies New Securities”) as follows, without any further application, deed, consent, acts, instrument or deed, issue and allot, on a proportionate basis to each shareholder of the Demerged Company whose name is recorded in the register of members as member of the Demerged Company as on the Record Date:
42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value 5/- (Indian Rupees Five) each, of Mastek (“Mastek Consideration Securities”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of 10/- (Indian Rupees Ten) each; (i.e, “4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of 5/(Indian Rupees Five) each of Mastek (“Mastek Consideration Securities”) for every 10,000 (ten thousand) equity shares of ESPL of face value of 10/- (Indian Rupees Ten) each, held by such shareholder.”); and
15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I of the Scheme of 10/- (Indian Rupees Ten) each of TAISPL (“TAISPL CCPS”) for every 10,000 (ten thousand) equity shares of ESPL of face value of 10/- (Indian Rupees Ten) each, held by such shareholder.

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20.5 Upon the Scheme, becoming effective, the authorized share capital of TAISPL shall stand reclassified from its existing authorised share capital of 10,00,000 (Indian Rupees Ten lakhs) divided into 1,00,000 (one lakh) equity shares of 10 (Indian Rupees Ten) to 10,00,000 (Indian Rupees Ten lakhs) divided into 85,000 (eighty five thousand) equity shares of 10 (Indian Rupees Ten) each and 15,000 (fifteen thousand) compulsorily convertible preference shares of ` 10 (Indian Rupees Ten) each without any further act or deed in terms of this Scheme. Accordingly, the words and figures in Clause V of the Memorandum of Association and Clause 4 of Part IV of Article of Association of TAISPL shall stand modified and be substituted to read as follows;

“V. The Authorised share capital of the Company is 10,00,000 (Rupees Ten Lakhs) divided into 85,000 (Eighty five thousand) equity shares of 10 (Rupees Ten only) each and 15,000 (Fifteen Thousand) Compulsorily Convertible Preference Shares of ` 10 (Rupees Ten only) each.”

20.6 The Demerged Company and Resulting Companies shall comply with generally accepted accounting practices in India, provisions of the Act and accounting standards as notified by Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, in relation to the underlying transactions in the Scheme. The relevant extract of Accounting Treatment as per the Scheme are as follows;

12.1 In the books of the Demerged Company:

12.1.1 The Demerged Company shall transfer all assets and liabilities pertaining to the Demerged Undertaking as on the Appointed Date at the values appearing in its books of accounts immediately before the Appointed Date in accordance with the provision of Section 2(19AA) of the Income Tax Act; and
12.1.2 The books value of the net assets derecognized as per 12.1.1 above shall be recognised in the statement of profit and loss account.

12.2 In the books of the Resulting Company: 12.2.1 Mastek

Upon this Scheme coming into effect, Mastek shall account for the Scheme in its books of account, as on the appointed date, in the following manner:

(a) Mastek shall credit its share capital account with the aggregate face value of the equity shares issued pursuant to Clause 11.1 of the Scheme and the difference between the aggregate fair value as on the Appointed Date, and the aggregate face value of such equity shares shall be credited to the securities premium account.
(b) the aggregate amount of the share capital and securities premium recorded above shall be recorded as debit in investments in subsidiary i.e. TAISPL.
(c) Further, the option given by Mastek over TAISPL CCPS, shall be recognized at its fair value as on the Appointed Date, as a liability with a corresponding debit in investments in subsidiary i.e. TAISPL.

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12.2.2 TAISPL

Upon this Scheme coming into effect, TAISPL shall account for the Scheme in its books of account, as on the appointed date, in the following manner:

(a) TAISPL shall record the assets and liabilities pertaining to the Demerged Undertaking (whether recorded or not in the books of the Demerged Company), transferred to and vested in it pursuant to this Scheme, at their respective fair values, as on the Appointed Date.
(b) TAISPL shall credit its share capital account with the face value of TAISPL CCPS issued in accordance with Clause 11.1 of the Scheme and the difference between the aggregate fair value and the face value of such TAISPL CCPS shall be credited to the securities premium account.
(c) TAISPL shall record the aggregate value of equity shares issued by Mastek and fair value of options as referred in 12.2.1 (c) as deemed equity contribution. TAISPL would compute the purchase consideration in accordance with the principles of Ind AS 103 which shall be the sum of fair value of the shares issued by Mastek, fair value option as referred in 12.2.1 (c) and fair value of the compulsorily convertible preference shares issued by TAISPL as on the Appointed Date.
(d) The difference between fair value of purchase consideration as computed in Clause 12.2.2(c) above and the value of Net Assets (“Net Assets” means excess of the fair value of assets over the fair value of liabilities as per Clause 12.2.2(a) above) pertaining to the Demerged Undertaking shall be recognised as goodwill, if positive (debit balance), or capital reserve, if negative (credit balance).
20.7. Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:
(i) obtaining no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the SEBI Listing Regulations.
(ii) The Scheme shall be acted upon only if the votes cast by the public shareholders of Mastek in favour of the proposal are more than the number of votes cast by the public shareholders of Mastek against it, as required under the SEBI Circular. The term ‘public’ shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957;
(iii) approval of the Scheme by the requisite majority of each class of shareholders (including public shareholders) and / or creditors of the Parties and such other classes of Persons, if any, as applicable or as may be required under the Act, Applicable Law (including requirements set forth under SEBI Circular) and as may be directed by the NCLT;
(iv) the sanctions and orders of the NCLT, under Sections 230 to 232 of the Act being obtained by the Parties;
(v) certified/ authenticated copies of the orders of the NCLT, sanctioning the Scheme, being filed by each of the Parties with the Registrar of Companies having jurisdiction over the Parties; and
(vi) the requisite consent, approval or permission of Appropriate Authority or any other Person which by Applicable Law or contract, agreement may be necessary for the implementation of this Scheme.

The aforesaid are only the salient features of the Scheme. You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof.

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21. DETAILS OF DIRECTORS

a. Names and Addresses of the Directors and Promoters of ESPL as on the date of this notice are as under:

Sr. No.	Name of Directors	Designation	Designation	Address	DIN
1	Ashank Desai	Chairman		2501 Odyssey, Hiranandani Gardens, Powai, Mumbai–400076.	00017767
2	Umang Nahata	Director & Chief Executive Offcer		A-104, Manibhadra Enclave, Opp. Rajasthan Hospital, Shahibaug, Ahemdabad–380004.	00323145
3	Rakesh Raman	Director		B-1/ 301, Charkop Kesar, Charkop, Kandivali (W), Mumbai–400067	00708387
4	S. Sandilya	Director		Flat 627 (7th Floor), Ramaniyam, Magnum K.P. Kandan Nagar Main Road, Venkateswara Colony, Kottivakkam, Chennai-600041.	00037542
5	Rajeev Grover	Director		LGG -126A, The Laburnum, Sushant Lok I, Sector 28, Gurgaon, Haryana-122009.	00058165

Sr. No.	Name of Promoters		Address
1	Umang Nahata		A-104, Manibhadra Enclave, Opp. Rajasthan Hospital, Shahibaug, Ahemdabad–380004.
2	Ummed Nahata		A-104, Manibhadra Enclave, Opp. Rajasthan Hospital, Shahibaug, Ahemdabad–380004.
3	Rakesh Raman		B-1/ 301, Charkop Kesar, Charkop, Kandivali (W), Mumbai – 400067.

b. Names and Addresses. of the Directors and Promoters of TAISPL as on the date of this notice are as under:

Sr. No.	Name of Directors	Designation	Designation	Address	DIN
1	Ashank Desai	Director		2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.	00017767
2	Rabindar Kumar Mahato	Executive Director		Plot No. 362-A-1 Block B-2, Kakrola Delhi -110043.	00262957
3	Rakesh Chandra Singh	Executive Director		G-5/70 Sector-15, Rohini Delhi -110085.	00263089

Sr. No.	Name of Promoters		Address
1	Mastek Limited		804-805, President House, Opp. C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006 Gujarat..
2	Mr. Ashank Desai (Nominee of Mastek Limited)		2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.

c. Names and Addresses. of the Directors and Promoters of Mastek as on the date of this notice are as under:

Sr. No.	Name of Directors	Designation	Address	DIN
1	S. Sandilya	Chairman (Non- Executive) & Independent Director	Flat 627 (7th Floor), Ramaniyam Magnum K.P. Kandan Nagar Main Road, Venkateswara Colony, Kottivakkam, Chennai-600041.	00037542
2	Ashank Desai	Vice Chairman & Managing Director (& Interim GCEO)	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.	00017767
3	Ketan Mehta	Non- Executive & Non- Independent Director	3208, Glenhurst Court, Plano, Texas, 75093, United States of America.	00129188
4	Priti Rao	Non- Executive & Independent Director	SR No. 258/7B Cascade, Plot No. 8 and 9, Kaspate Vasti, Wakad, Pune-411027.	03352049

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Sr. No.	Name of Directors	Designation	Designation	Address	DIN
5	Atul Kanagat	Non- Executive & Independent Director		43 Blackburn Road, Summit, New Jersey, 07901, United States of America.	06452489
6	Rajeev Grover	Non- Executive and Independent Director		LGG -126A, The Laburnum, Sushant Lok I, Sector 28, Gurgaon, Haryana, India 122009.	00058165

Sr. No.	Name of Promoters/ Promoter Group		Category	Address
1	Ashank Desai		Promoter	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.
2	Girija Sudhakar Ram		Promoter	3502, Octavius, Hiranandani Gardens, Powai, Mumbai - 400076.
3	Ketan Mehta		Promoter	3208, Glenhurst Court, Plano, Texas, 75093, United States of America.
4	Sundar Radhakrishnan		Promoter	1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai - 400076.
5	Padma Desai		Promoter Group	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.
6	Chinmay Ashank Desai		Promoter Group	2501 Odyssey, Hiranandani Gardens, Powai, Mumbai – 400076.
7	Samvitha Sudhakar Ram		Promoter Group	3502, Octavius, Hiranandani Gardens, Powai, Mumbai - 400076.
8	Ram Family Trust I (through Trustee for sole benefciary Mrs. Girija Sudhakar Ram)		Promoter Group	3502, Octavius, Hiranandani Gardens, Powai, Mumbai - 400076.
9	Rupa Mehta		Promoter Group	3208, Glenhurst Court, Plano, Texas, 75093, United States of America.
10	Tanay Mehta		Promoter Group	3208, Glenhurst Court, Plano, Texas, 75093, United States of America.
11	Usha Sundar		Promoter Group	1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai - 400076.
12	Varun Sundar		Promoter Group	1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai - 400076 .
13	Shankar Sundar		Promoter Group	1301, Odyssey 1, Hiranandani Gardens, Powai, Mumbai - 400076 .

22. CORPORATE APPROVALS

22.1 The Scheme was placed before the Board of Directors of ESPL, at its meeting held on February 08, 2020. The Board of Directors of ESPL approved the Scheme. The meeting of the Board of Directors of ESPL, held on February 08, 2020, was attended by all 3(three) Directors. None of the Directors of ESPL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the Directors of ESPL who attended and voted at the meeting.

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Details of Directors of ESPL who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of ESPL are given below:

Sr. No.	Name Directors	Votes for the Resolution/ Votes Against the Resolution/ Did not Vote or Participate
1	UmangNahata	In Favour
2	Ummed Nahata	In Favour
3	Rakesh Raman	In Favour

22.2 The Scheme was placed before the Board of Directors of TAISPL, at its meeting held on February 08, 2020. The Board of Directors of TAISPL approved the Scheme. The meeting of the Board of Directors of TAISPL, held on February 08, 2020, was attended by 2(two) of its directors. None of the Directors of TAISPL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the Directors of TAISPL who attended and voted at the meeting.

Details of Directors of TAISPL who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of TAISPL are given below:

Sr. No.	Name Directors	Votes for the Resolution/ Votes Against the Resolution/ Did not Vote or Participate
1	Ashank Desai	In Favour
2	Sudhakar Ram	Not Participated
3	Rabindar Kumar Mahato	Not Participated
4	Rakesh Chandra Singh	In Favour

22.3 The proposed Scheme was placed before the Audit Committee of Mastek at its meetings held on February 08, 2020. The Audit Committee of Mastek in their meeting recommended the Scheme to the Board of Directors of Mastek.

Details of Directors of Mastek who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of Mastek are given below:

Sr. No.	Name Directors	Votes for the Resolution/ Votes Against the Resolution/ Did not Vote or Participate
1	S. Sandilya	Not Participated
2	Ashank Desai	In Favour
3	Sudhakar Ram	Not Participated
4	Priti Rao	In Favour
5	Atul Kanagat	Not Participated
6	Rajeev Grover	In Favour

23. APPROVALS AND ACTIONS TAKEN IN RELATION TO THE SCHEME

23.1 Pursuant to the SEBI Circular read with Regulation 37 of the SEBI Listing Regulations, Mastek had filed the necessary applications before the BSE and NSE seeking their no-objections to the Scheme. Mastek has

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received the observation letters from BSE and NSE dated February 26, 2021 and March 01, 2021 respectively, conveying their no-objection to the Scheme (“Observation Letters”). Copies of the aforesaid Observation Letters are enclosed herewith.

23.2 As required by the SEBI Circular, Mastek had filed the Complaints Reports with the BSE and NSE on September 08, 2020 and September 04, 2020, respectively. Copies of the aforesaid Complaints Reports are enclosed herewith.
23.3 The Companies would obtain such necessary approvals/ sanctions/ no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required.
23.4 The application along with the Annexures thereto (which includes the Scheme) were filed by the Companies with the Tribunal on March 05, 2021.

24. CAPITAL STRUCTURE PRE AND POST ARRANGEMENT

24.1 The Pre-arrangement capital structure of the ESPL is mentioned in paragraph 12 above. Since ESPL is the Demerged Company, no shares shall be issued by it and hence its capital structure Post-arrangement shall remain the same as Pre-arrangement.
24.2 The Pre-arrangement capital structure of the TAISPL is mentioned in paragraph 15 above. Post-arrangement capital structure of TAISPL shall be as follows:

Share Capital	`
Authorised Share Capital
85,000 equity shares of`10 each	8,50,000
15,000 compulsorily convertible preference shares of`10 each	1,50,000
Total	10,00,000
Issued, Subscribed and Fully paid-up Share Capital
34,520 equity shares of`10 each	3,45,200
15,000 compulsorily convertible preference shares of`10 each	1,50,000
Total	4,95,200

24.3 The pre-arrangement capital structure of Mastek is mentioned in Paragraph 18 above. Post-arrangement capital structure of Mastek shall be as follows:

Share Capital	`
Authorised Share Capital
4,00,00,000 equity shares of`5 each	20,00,00,000
20,00,000 preference shares of`100 each	20,00,00,000
Total	40,00,00,000
Issued, Subscribed and Fully paid-up Share Capital
2,84,90,527 equity shares of`5 each	14,24,52,635
Total	14,24,52,635

Note:

Subsequent to the January 31, 2020, the Company has issued 979,944 shares to its employees pursuant to Employee Stock Option Plan which is not included above.

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25. PRE AND POST ARRANGEMENT OF SHAREHOLDING PATTERN

25.1 The Pre and Post arrangement of Equity Shareholding pattern of ESPL is as follows:

Sr. No.	Name of Shareholder	ESPL	ESPL	ESPL	ESPL
		Pre-arrangement		Post-arrangement
1	UmangNahata	36,16,000	36.16	36,16,000	36.16
2	Ummed Nahata	27,12,000	27.12	27,12,000	27.12
3	Rakesh Raman	27,12,000	27.12	27,12,000	27.12
4	Yashodhar Bhinde	4,80,000	4.80	4,80,000	4.80
5	Sunil Kothari	4,80,000	4.80	4,80,000	4.80
	Total	1,00,00,000	100.00	1,00,00,000	100.00

25.2 The Pre and Post arrangement of Equity Shareholding pattern of TAISPL is as follows:

Sr. No.	Name of Shareholder	TAISPL	TAISPL	TAISPL	TAISPL
		Pre-arrangement		Post-arrangement
1	Mastek Limited	34,519	99.997	34,519	99.997
2	Mr. Ashank Desai (Nominee of Mastek Limited)	1	0.003	1	0.003
	Total	34,520	100.000	34,520	100.000

25.3 The Pre and Post arrangement of Compulsorily Convertible Preference Shares (CCPS) of ` 10 each Shareholding pattern of TAISPL is as follows:

Sr. No.	Name of Shareholder	TAISPL	TAISPL	TAISPL	TAISPL
		Pre-arrangement		Post-arrangement
1	UmangNahata	-	-	5,424	36.16
2	Ummed Nahata	-	-	4,068	27.12
3	Rakesh Raman	-	-	4,068	27.12
4	Yashodhar Bhinde	-	-	720	4.80
5	Sunil Kothari	-	-	720	4.80
	Total	-	-	15,000	100.00

25.4 The Pre and Post arrangement Equity shareholding pattern of Mastek is as follows:

Sr. No.	Description	Name of Shareholder	Mastek	Mastek	Mastek	Mastek
			Pre-arrangement		Post-arrangement@
(A)	Shareholding of Promoter and Promoter Group
1	Indian
	Individuals/ Hindu Undivided Family	*Sudhakar Ram	15,88,680	6.55	15,88,680	5.58
		PadmaDesai	1,55,200	0.64	1,55,200	0.54
		Ashank Desai	30,99,552	12.78	30,99,552	10.88
		Girija Sudhakar Ram	1,63,600	0.67	1,63,600	0.57
		Sundar Radhakrishnan	13,40,800	5.53	13,40,800	4.71
		Chinmay Ashank Desai	71,600	0.30	71,600	0.25
		#Avanti Desai	81,600	0.34	81,600	0.29
		Usha Sundar	4,60,000	1.90	4,60,000	1.61

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Sr. No.	Description	Name of Shareholder	Mastek	Mastek	Mastek	Mastek
			Pre-arrangement		Post-arrangement
(b)	Central Government/ State Government(s)		-	-	-	-
(c)	Bodies Corporate		-	-	-	-
(d)	Financial Institutions/Banks		-	-	-	-
(e)	Any Others
	Trusts	Ram Family Trust I (through Trustee for sole benefciary Mrs. Girija Sudhakar Ram)	10,00,000	4.12	10,00,000	3.51
	Sub Total(A)(1)		79,61,032	32.82	79,61,032	27.94
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)	RupaKetan Mehta	4,80,800	1.98	4,80,800	1.69
		Ketan Mehta	22,74,100	9.38	22,74,100	7.98
		Samvitha Sudhakar Ram	1,03,328	0.43	1,03,328	0.36
		VarunSundar	64,000	0.26	64,000	0.22
		ShankarSundar	64,000	0.26	64,000	0.22
		TanayMehta	6,400	0.03	6,400	0.02
(b)	Bodies Corporate		-	-	-	-
(c)	Institutions		-	-	-	-
(d)	Any Others		-	-	-	-
	SubTotal(A)(2)		29,92,628	12.34	29,92,628	10.50
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A) (2)		1,09,53,660	45.16	1,09,53,660	38.45
(B)	Public shareholding
1	Institutions
(a)	Mutual Funds/ UTI		16,79,681	6.93	16,79,681	5.90
(b)	Financial Institutions/Banks		67,216	0.28	67,216	0.24
(c)	Central Government/ State Government(s)		-	-	-	-
(d)	Venture Capital Funds		-	-	-	-
(e)	Insurance Companies		-	-	-	-
(f)	Foreign Institutional Investors		15,79,190	6.51	15,79,190	5.54
(g)	Foreign Venture Capital Investors		-	-	-	-
(h)	Any Other
	Alternative InvestmentFund		14,45,445	5.96	14,45,445	5.07
	Sub-Total (B)(1)		47,71,532	19.67	47,71,532	16.75

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Sr. No.	Description	Name of Shareholder	Mastek	Mastek	Mastek	Mastek
			Pre-arrangement		Post-arrangement
2	Non-institutions
(a)	Bodies Corporate		8,93,541	3.68	8,93,541	3.14
(b)	Individuals
I	i. Individual shareholders holding nominal share capital up to Rs1 lakh	-	48,48,970	19.99	48,48,970	17.02
II	ii. Individual shareholders holding nominal share capital in excess of`1 lakh.		17,48,073	7.21	59,83,367	21.00
(c)	Any Other
	NBFC		350	0.00	350	0.00
	Trusts		6,904	0.03	6,904	0.02
	Overseas CorporateBodies		200	0.00	200	0.00
	Non-Resident Indian(NRI)		492,015	2.03	492,015	1.73
	ClearingMembers		67,652	0.28	67,652	0.24
	IEPF		55,218	0.23	55,218	0.19
	Foreign Nationals		42,414	0.17	42,414	0.15
	HUF		374,704	1.54	374,704	1.32
	Sub-Total (B)(2)		85,30,041	35.17	1,27,65,335	44.81
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)		1,33,01,573	54.84	1,75,36,867	61.55
	TOTAL(A)+(B)		2,42,55,233	100.00	28,490,527	100.00
(C)	Shares held by Custodians and against which DRs have been issued		-	-	-	-
	GRAND TOTAL (A)+(B)+(C)		2,42,55,233	100.00	2,84,90,527	100.00

Due to demise of Mr. Sudhakar Ram the shares held by him, have been transmitted to his wife Mrs. Girija Sudhakar Ram. # Due to demise of Ms. Avanti Desai the shares held by her, have been transmitted to her mother Mrs. Padma Desai.

@ Subsequent to the January 31, 2020, the Company has issued 979,944 shares to its employees pursuant to Employee Stock Option Plan.

26. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

26.1 The Directors and KMP (including their relatives) of ESPL, TAISPL and Mastek may be affected only to the extent of their shareholding in ESPL, TAISPL and Mastek or to the extent that the said Directors or KMP are the partners, directors, members of the companies, firms, association of persons, bodies corporates and/or beneficiary of Trust that hold shares in the ESPL, TAISPL and Mastek, if any. Save as aforesaid, none of the Directors / KMP or their relatives of the ESPL, TAISPL and Mastek have any material interest in the Scheme.

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26.2 The details of the present Directors and KMP of the ESPL and their respective shareholdings in ESPL, TAISPL and Mastek as on the date of this notice are as follows:

Names of Director/KMP	Designation	Equity Shares in ESPL	Equity Shares TAISPL	Equity Shares in Mastek
Ashank Desai	Chairman	-	1 (Nominee) of Mastek Limited	33,29,552
UmangNahata	Director & Chief Executive Offcer	36,16,000	-	-
Rakesh Raman	Director	27,12,000	-	-
S. Sandilya	Director	-	-	26,000
Rajeev Grover	Director	-	-	-
Nirav Khatri	Chief Financial Offcer(KMP)	-	-	-
Disha Shah	CompanySecretary (KMP)	-	-	-

26.3 The details of the present Directors and KMP of the TAISPL and their respective shareholdings in ESPL, TAISPL and Mastek as on the date of this notice are as follows:

Names of Director/KMP	Designation	Equity Shares in ESPL	Equity Shares TAISPL	Equity Shares in Mastek
Ashank Desai	Director	-	1 (Nominee) of Mastek Limited	33,29,552
Rabindar Kumar Mahato	Executive Director	-	-	-
Rakesh Chandra Singh	Executive Director	-	-	-

26.4 The details of the present Directors and KMP of the Mastek and their respective shareholdings in ESPL, TAISPL and Mastek as on the date of this notice are as follows:

Names of Director/KMP	Designation	Equity Shares in ESPL	Equity Shares TAISPL	Equity Shares in Mastek
S. Sandilya	Chairman (Non-Executive) &IndependentDirector	-	-	26,000
Ashank Desai	Vice Chairman & Managing Director (&InterimGCEO)	-	1 (Nominee) of Mastek Limited	33,29,552
Ketan Mehta	Non-Executive & Non-IndependentDirector	-	-	22,74,100
Priti Rao	Non-Executive & IndependentDirector	-	-	29,600
Atul Kanagat	Non-Executive & IndependentDirector	-	-	9,600
Rajeev Grover	Non-Executive & IndependentDirector	-	-	-
Dinesh Kalani	Company Secretary (KMP)	-		775

27. GENERAL

27.1 The amount due by the ESPL to its Secured Creditors as on December 15, 2020 is 29,78,369/-. Further, the amount due by the ESPL to its Unsecured Creditors as on December 15, 2020 is 89,49,166/Meeting of such Unsecured Creditors is being convened in terms of the NCLT Order.
27.2 The amount due by the TAISPL to its Secured Creditors as on December 15, 2020 is Nil. Further, the amount due by the TAISPL to its Unsecured Creditors as on December 15, 2020 is ` 70,205/- Meeting of such Unsecured Creditors is being convened in terms of the NCLT Order.
27.3 The amount due by the Mastek to its Secured Creditors as on December 15,

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2020 is 1,33,82,841/-. Further, the amount due by the Mastek to its Unsecured Creditors as on December 15, 2020 is 4,24,25,264/-. Meeting of such Unsecured Creditors is being convened in terms of the NCLT Order.

27.4 ESPL, TAISPL and Mastek have made a joint application before the Hon’ble NCLT Ahmedabad Bench at Ahmedabad for the sanction of the Scheme under Section 230232 and other applicable provisions of the Act, and other relevant rules thereunder.
27.5 The rights and interests of Secured and Unsecured Creditors of Mastek will not be affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner and post the Scheme, Mastek will be able to meet its liabilities as they arise in the ordinary course of business.
27.6 The latest audited financial statements for the year ended March 31, 2020 and unaudited financial results for the period ended December 31, 2020 of Mastek indicates that it is in a solvent position and would be able to meet liabilities as they arise in the course of business. There is no likelihood that any Secured and Unsecured Creditors of Mastek would lose or be prejudiced as a result of this Scheme being passed since no sacrifice or waiver is at all called for from them nor are their rights sought to be adversely modified in any manner. Hence, the arrangement will neither cast any additional burden nor will it adversely affect the interest of any of the Shareholders or Creditors of Mastek.
27.7 There are no winding up proceedings pending against Mastek as on date.
27.8 No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Act, or under the provisions of the Companies Act, 1956 in respect of Mastek.
27.9 A copy of the proposed Scheme has been filed by the respective Companies before the concerned Registrar of Companies.
27.10 The Mastek, ESPL and TAISPL are required to seek approvals / sanctions / no objections

from certain regulatory and governmental authorities for the Scheme such as the Registrar of Companies, Regional Director and Income-tax authorities. These approvals will be obtained by ESPL, TAISPL and Mastek at the relevant time.

27.11 In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and become null and void.
27.12 For the purpose of the arrangement between Mastek, ESPL and TAISPL, Valuation Reports dated February 08, 2020 and Addendum to the Valuation Reports dated July 28, 2020 have been obtained from Niranjan Kumar, Registered Valuer describing the methodology adopted by them in arriving at the share exchange ratio. Kunvarji Finstock Pvt. Ltd., a Category I Merchant Banker after having reviewed Valuation Reports and Addendum to the Valuation Report of Niranjan Kumar, Registered Valuer and on consideration of all the relevant factors and circumstances, opined that in their view the Independent Valuer’s proposed share exchange ratio is fair.
27.13 As far as the Equity Shareholders of the ESPL, TAISPL and Mastek are concerned (promoter shareholders as well as nonpromoter shareholders), their rights and interests would not be prejudicially affected by the Scheme. The Scheme is not expected to have any adverse effect on the KMPs, Directors, Promoters, Non-Promoter Members, Creditors and Employees of ESPL, TAISPL and Mastek.

In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Mastek, ESPL and TAISPL, in their board meeting held on February 08, 2020, have adopted a report, inter alia, explaining effect of the Scheme on each class of shareholders, KMP, promoters and non-promoter shareholders. The Mastek, ESPL and TAISPL do not have any depositors, debenture holders, deposit trustee and debenture trustee.

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27.14 The following documents will be open for inspection by the Unsecured Creditors of Mastek at its Registered Office at 804/805, President House, Opposite C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380006, Gujarat or from the office of the PCA Mr. Sanjay Majmudar at B-303, GCP Business Centre, Opp. Memnagar Fire Station, Near Vijay Rasta, Ahmedabad – 380014, during normal business hours (9:30 am to 6:30 pm) from Monday to Friday upto and including the date of the Meeting.
(i) Copy of the Order passed by NCLT in Company Scheme Application No. CA (CAA) No. 18(AHM)2021 dated April 12, 2021 directing Mastek to, inter alia, convene the meeting of its Unsecured Creditors;
(ii) Copy of Company Scheme Application No. CA (CAA) No. 18(AHM)2021 along with Annexures filed by Mastek before NCLT;
(iii) Copy of the Scheme of Arrangement;
(iv) Copy of Audit Committee Report dated February 08, 2020 of Mastek;
(v) Copy of the Report dated February 08, 2020 adopted by the Board of Directors of ESPL, TAISPL and Mastek pursuant to the provisions of Section 232(2)(c) of the Act;
(vi) Copy of the Board Resolutions dated February 08, 2020 passed by the Board of Directors of ESPL, TAISPL and Mastek approving the Scheme;
(vii) Copy of the Valuation Report and Addendum Valuation Report dated February 08, 2020 and July 28, 2020 respectively of Niranjan Kumar, Registered Valuer describing the methodology adopted by them in arriving at the share exchange ratio;
(viii) Copy of the Fairness Opinion dated February 08, 2020 and July 29, 2020 issued by Kunvarji Finstock Pvt. Ltd. , a Category I Merchant Banker;
(ix) Copy of the Statutory Auditors’ Certificate dated June 08, 2020 issued by Walker Chandiok & Co LLP to the Mastek and TAISPL, confirming the compliance of the accounting treatment as specified by Central Government in Section 133 of the Act;
(x) Copy of the Statutory Auditors’ Certificate dated June 13, 2020 issued by Parikh & Majmudar to the ESPL, confirming the compliance of the accounting treatment as specified by Central Government in Section 133 of the Act;
(xi) Copy of Abridged Prospectus providing information pertaining to the unlisted entities i.e. ESPL and TAISPL, involved in the scheme as per the format specified in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with a copy of certificate from the Merchant Banker confirming the adequacy and accuracy of the information contained in above document on unlisted Companies in terms of Para 3(a) of Part I(A) of the SEBI Circular dated March 10, 2017;
(xii) A copy of Complaints Report dated September 08, 2020 of Mastek filed with the BSE in terms of Para 6(a) of Part I(A) of the SEBI Circular dated March 10, 2017;
(xiii) A copy of Complaints Report dated September 04, 2020 of Mastek filed with the NSE in terms of Para 6(a) of Part I(A) of the SEBI circular dated March 10, 2017;
(xiv) Copy of the Observation letter dated February 26, 2021 issued by the BSE to Mastek;
(xv) Copy of the Observation letter dated March 1, 2021 issued by the NSE to Mastek;

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(xvi) Copy of Form No. GNL-1 filed by Mastek with the concerned Registrar of Companies along with challan dated April 15, 2021 evidencing filing of the Scheme with the concerned Registrar of Companies;
(xvii) List of Unsecured Creditors of Mastek as on December 15, 2020;
(xviii) Copy of the Memorandum and Articles of Association of ESPL, TAISPL and Mastek;
(xix) Copy of the annual reports of ESPL, TAISPL and Mastek for the financial years ended March 31, 2018, March 31, 2019 and March 31, 2020;
(xx) Copy of the Audited Financial Statements of ESPL, TAISPL and Mastek for the year ended on March 31, 2020;
(xxi) Copy of unaudited financial statements of ESPL and TAISPL for the period ended December 31, 2020; and
(xxii) Copy of Unaudited Standalone financial results of Mastek for the period ended December 31, 2020.

This statement may be treated as an Explanatory Statement under Sections 230(3) and 102 and any other applicable provisions of the Act, read with Rule 6 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016.

Sd/S. Sandilya Chairperson appointed by the Hon’ble NCLTfor the Meeting

Dated this April 23, 2021

Registered Office:

804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat. CIN: L74140GJ1982PLC005215 Website: www.mastek.com Email: [email protected]

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‘‘Annexure 1’’

SCHEME OF ARRANGEMENT

BETWEEN

EVOLUTIONARY SYSTEMS PRIVATE LIMITED

(“ESPL”)

AND

TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED

(“TAISPL”)

AND

MASTEK LIMITED

(“MASTEK”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTION 230-232 AND OTHER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013

B-1

A. PREAMBLE

B. BACKGROUND OF THE COMPANIES

Evolutionary Systems Private Limited (“ ESPL ”) is:
i. a private limited company incorporated under the provisions of the Companies Act 1956, bearing corporate identification number U17122GJ2006PTC049073 and having its registered office at 11[th] Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad- 380054, Gujarat, India; and
ii. engaged in the business of enterprise package implementation, upgrade and support for on-premise and cloud versions from Oracle and includes procuring Oracle enterprise package license on their behalf of client along with implementation / upgrade services. Enterprise packages include enterprise resource planning, human capital management, client relationship management, business intelligence, business analytics and equivalents.
Trans American Information Systems Private Limited (“ TAISPL ”) is:
i. a private limited company incorporated under the provisions of Companies Act, 1956, bearing corporate identification number U51505GJ1999PTC112745 and having its registered office at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad Gujarat- 380006; and
ii. a wholly owned subsidiary of Mastek Limited, engaged in the business of providing IT services in the areas like e-commerce website implementation, support, maintenance, and other complimentary services.
Mastek Limited (“ Mastek ”) is:
i. a public limited company incorporated under the provisions of Companies Act, 1956, bearing corporate identification number L74140GJ1982PLC005215 and having its registered office at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat - 380006; and
ii. inter alia, engaged in the business of providing information technology solutions and a leading IT player with global operations providing enterprise solutions to government, retail and financial services organizations worldwide and the equity shares of Mastek are listed on the Stock Exchanges ( as defined hereinafter ).

B-2

C. RATIONALE OF THE SCHEME

The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.
The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia , to result in:
i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals.
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and

D. PARTS OF THE SCHEME

This Scheme is divided into the following parts:

i. Part I sets out the definitions, interpretation, share capital of all companies which are parties to the Scheme and date of taking effect of the Scheme;

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ii. Part II sets out the provisions for transfer and vesting of the Demerged Undertaking ( as defined hereunder ) as a going concern into the Resulting Companies ( as defined hereunder ) and discharge of consideration in lieu thereof, in compliance with Section 2(19AA) of Income Tax Act; and
iii. Part III sets out the general terms and conditions that would be applicable to this Scheme.

PART I

DEFINITIONS, INTERPRETATION, SHARE CAPITAL AND DATE OF TAKING EFFECT OF THE SCHEME

1. DEFINITIONS

In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the meanings respectively assigned to them:

1.1 “ Act ” means the Companies Act, 2013, the rules made thereunder and will include any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force;
1.2 “ Affiliate ” means, in respect of any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person. In case of natural Persons, Relatives of such Persons shall be deemed to be Affiliates of such natural Persons;
1.3 “ Appointed Date ” means opening of business hours of 1 February 2020 or such other date as may be mutually determined by the Parties and approved by the NCLT;
1.4 “ Applicable Law ” or “ Law ” means (i) any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction; (ii) or any similar form of decision, or determination by, or any interpretation or adjudication having the force of law or other restriction of any Appropriate Authority, as applicable and as enacted or promulgated and whether in effect as of the date of execution of the Scheme or at any time thereafter;
1.5 “ Appropriate Authority ” means any (a) federal, state, local, municipal, or other government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, tribunal, central bank, commission or other authority thereof; (b) governmental or quasi-governmental authority of any nature (including without limitation SEBI, the NCLT, any Stock Exchange, any governmental agency, branch, department or other entity and any court or other tribunal); or (c) body exercising, or entitled to exercise, any administrative, executive, judicial, quasi-judicial, legislative, police, regulatory or taxing authority or power;
1.6 “ Board of Directors ” or “ Board ” in relation to the Demerged Company and the Resulting Companies, as the case may be, means the board of directors of such Party / company, and shall include a committee of directors or any person authorized by such board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to this Scheme or any other matter relating thereto;

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1.7 “ Books and Records ” shall mean all books, records, files, studies, manuals, reports and other materials (in any form or medium) used in connection with or related to Demerged Undertaking, including all advertising /marketing materials, catalogues, price lists, mailing lists, distribution lists, client and customer lists, referral sources, supplier and vendor lists, active and open purchase orders, sales and purchase invoices, contracts, correspondence, customer data testing data and protocols, research and development files, records, data books, intellectual property disclosures and records, equipment logs, operating guides and manuals, specifications, financial and accounting records to the extent, litigation files for any ongoing matters, and personnel and employee benefits records in each case as maintained by ESPL;
1.8 “ Charter Documents ” in respect of a Person that is a body corporate, means the memorandum of association and articles of association of such Person, as applicable, as amended from time to time;
1.9 “ Control ” including with its grammatical variations such as “ Controlled by ”, “ that Controls ” and “ under common Control with ” in relation to a Person means, the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner, provided that a director or officer of a company shall not be considered to be in control over such company, merely by virtue of holding such position;
1.10 “ Demerged Company ” or “ ESPL ” means Evolutionary Systems Private Limited, a private limited company incorporated under the provisions of the Companies Act 1956, bearing corporate identification number U17122GJ2006PTC049073 and having its registered office at 11[th] Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad - 380054, Gujarat, India;
1.11 “ Demerged Liabilities ” has the meaning as set forth in Clause 5.9;
1.12 “ Demerged Undertaking ” means all of the Oracle Services Business and ancillary and support services together with all assets, properties, investments (direct and indirect), obligations, and liabilities of whatsoever nature and kind, and wherever situated, of the Demerged Company, in relation to and pertaining to its Oracle Services Business catering to the overseas market outside India and shall include without limitation:
(a) all assets and liabilities of the Demerged Company pertaining solely to the Oracle Services Business other than the Excluded Assets;
(b) without prejudice to the generality of the provisions of (a) above, the Demerged Undertaking shall include:
- (i) Identified Investments held by the Demerged Company;
- (ii) all movable or immovable (in particular the immovable property at 11th floor, Kataria Arcade, S.G. Highway, Makarba, Ahmedabad 380051), freehold,

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(iii) all contracts, agreements, schemes, arrangements and any other instruments for the purpose of carrying on the business of the Oracle Services Business catering to the overseas market;
(iv) all Tax credits, refunds, reimbursements, claims, concessions, exemptions, benefits under Tax Laws including sales tax deferrals, advance taxes, tax deducted at source, right to carry forward and set-off accumulated losses and unabsorbed depreciation, if any, deferred tax assets, minimum alternate tax credit, goods and service tax credit, deductions and benefits under the Income Tax Act or any other taxation statute enjoyed by the Demerged Company solely with respect to the Oracle Services Business catering to the overseas market; and
(v) all debts, borrowings and liabilities, whether present, future or contingent or deferred tax liabilities, whether secured or unsecured, of the Oracle Services Business catering to the overseas market.
(c) all Permits, licences, approvals, registrations, quotas, incentives, powers, authorities, allotments, consents, rights, benefits, advantages, municipal permissions, trademarks, designs, copyrights, patents and other intellectual property rights of the Demerged Company pertaining to the Oracle Services Business, whether registered or unregistered and powers of every kind, nature and description whatsoever, whether from the government bodies or otherwise, pertaining to or relating to the Oracle Services Business;
(d) all books, records, files, papers, process information, computer programs, software licenses (whether proprietary or otherwise), drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records whether in physical or electronic form solely in connection with or relating solely to the Oracle Services Business; and
(e) all employees of the Demerged Company engaged solely in the Oracle Services Business catering to the overseas market.

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1.13 “ Effective Date ” means the last of the dates on which the conditions precedent specified in Clause 20 are fulfilled; Any reference in the Scheme to "upon the Scheme becoming effective" or "effectiveness of the Scheme" shall be a reference to the Effective Date;
1.14 “ Encumbrances ” includes, but is not limited to, (i) mortgage, pledge, charge, assignment, hypothecation, security interest, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien, privilege, priority or other encumbrance of any kind having the effect of security, whether created directly or indirectly; (ii) any proxy, power of attorney, voting trust agreement, pre-emptive right, interest, option, right to acquire, right of first offer, refusal or voting, dividend or transfer restriction in favour of any Person; (iii) any adverse claim or demand of any description whatsoever as to the title, possession or use; and (iv) any right pursuant to any existing agreement or commitment to give or create any lien (in the manner set out in sub-clause (i) to (iii) above) and any entitlement to claim any such right;
1.15 “ Equity Shares Equivalents ” has the meaning set forth in Schedule I;
1.16 “ Excluded Assets ” means all investments including equity shares, preference shares, stock, and other securities of associate/subsidiary/joint venture companies held by the Demerged Company other than the Identified Investments and any consideration received on sale of the investments;
1.17 “ Identified Investments ” means investments pertaining to the Demerged Undertaking made by the Demerged Company, in Evolutionary Systems Corp (Woburn, USA) bearing Massachusetts Identification number 465452403, Newbury Cloud Inc. (Woburn, USA) bearing Delaware file number 5638703, Evolutionary Systems Co. Ltd (London, United Kingdom) bearing company number 07559069 and Evolutionary Systems B.V. (Amsterdam, Netherlands) bearing RSIN 858794081, Evolutionary Systems Qatar WLL (Doha, Qatar) bearing commercial registration number 55571, Evolutionary Systems (Singapore) Pte Ltd (Singapore) bearing entity identification number 201418775M, Evolutionary Systems Pty Ltd (Sydney, Australia) bearing ACN 615 406 221, Evolutionary Systems Saudi LLC (Riyadh, KSA), and Evolutionary Systems (Petaling Jaya, Malaysia) bearing company number 1140231;
1.18 “ Income Tax Act ” means the Income Tax Act 1961 and applicable rules in this regard;
1.19 “ Indian Accounting Standards ” means the Indian accounting standards (Ind AS) notified under section 133 of the Act read with relevant applicable rules and the relevant provisions;
1.20 “ INR ” means Indian Rupee, the lawful currency of the Republic of India;
1.21 “ Key Employee ” means the following:

Name	Department	Role	Designation
Diwakar Rao	Delivery	LeadingNorth America Delivery	Senior Vice President

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Snehal Chaniyara.	Pre-sales	Leading North America Presales	Senior Vice President
Yashodhar Bhinde	Delivery and pre-sales	Leading UK/Europe Delivery& Presales	Senior Vice President
Gary Barnes	Sales	Sales head of Rest of world(NA,Europe,APAC)	Senior Vice President
Sunil Kothari	Delivery	Leading ERP/HCM Practices & Global COE	Senior Vice President
Tarun Nahata	Delivery	Leadingthe HCM Practice	Senior Director
Nimesh Shah	Delivery	Leadingthe ERP Practice	Practise Director
Murtuza Kadiyani	Pre-sales	Leading pre-sales of Asia Pacific	Senior Vice President
Arpan Makwana	Pre-sales	Leading the technology Practice	Vice President

1.22 “ MAC Event ” with reference to a Party means any event, occurrence, fact, condition, change, development, omission or effect that would: (a) impede the performance or enforceability of this Scheme by such Party; or (b) have a materially adverse impact on the business, assets, liabilities and financial condition of the Party, but excluding: (i) any change affecting economic or financial conditions at a global, national or regional level, as applicable, and not being specific to the Party; or (ii) any change caused by the announcement of or pursuant to the transactions contemplated in this Scheme;
1.23 “ Mastek ” means a public limited company incorporated under the provisions of Companies Act, 1956, bearing corporate identification number L74140GJ1982PLC005215 and having its registered office presently situated at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat - 380006;
1.24 “ Mastek Consideration Securities ” means 42,35,294 (forty two lakhs thirty five thousand two hundred ninety four) equity shares of Mastek Limited of face value INR 5/- each (Indian Rupees Five) each, listed on the Stock Exchanges, as defined in Clause 11.1 of the Scheme;
1.25 “ NCLT ” means the National Company Law Tribunal as constituted and authorized as per the provisions of the Act for approving any scheme of arrangement, compromise or reconstruction of companies under Sections 230 to 232 of Companies Act, 2013;
1.26 “ New Shareholders ” means Mr Umang Tejkaran Nahata, Mr Rakesh Raman and Mr Ummed Singh Nahata;
1.27 “ Oracle Services Business ” means services around enterprise package implementation, upgrade and support for on-premise and cloud versions from Oracle and includes procuring Oracle ERP license on behalf of client along with implementation/ upgrade services. Enterprise packages includes enterprise resource planning, human capital management, client relationship management, business intelligence, business analytics and equivalents;

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1.28 “ Ordinary Course of Business ” means carrying on the business of a company in normal course and consistent with its Charter Documents, past custom and practice (including with respect to quantity and frequency). Provided that a series of related transactions when taken together are not in the Ordinary Course of Business, then such series of transactions shall not be deemed to be in the Ordinary Course of Business;
1.29 “ Parties ” shall mean collectively the Demerged Company and the Resulting Companies and “ Party ” shall mean each of them, individually;
1.30 “ Permits ” means all consents, licences, permits, certificates, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, whether governmental, statutory, regulatory or otherwise as required under Applicable Law;
1.31 “ Person ” means a natural person, company, corporation, association, unincorporated association, society, Hindu undivided family, partnership (general or limited), joint venture, estate, trust, limited liability company, limited liability partnership, proprietorship, single business unit, division or undertaking of any of the above or, any other legal entity, individual, government or Appropriate Authority;
1.32 “ Record Date ” means the date to be fixed by the Board of the Demerged Company in consultation with the Resulting Companies for the purpose of determining the shareholders of the Demerged Company for issue of securities of the Resulting Companies, pursuant to Clause 11 of this Scheme;
1.33 “ Relative ” has the meaning set forth in the Act;
1.34 “ Remaining Business of the Demerged Company ” means all the business, units, divisions, undertakings, and assets and liabilities of the Demerged Company relating to the India domestic business which does not form part of the Demerged Undertaking and shall always include assets and liabilities pertaining to the above businesses and the Excluded Assets;
1.35 “ Resulting Companies ” means TAISPL and Mastek, collectively;
1.36 “ Resulting Companies New Securities ” has the meaning as set forth in Clause 11.1;
1.37 “ SEBI ” means the Securities and Exchange Board of India;
1.38 “ SEBI Circular ” means the circular issued by the SEBI, being Circular CFD/DIL3/CIR/2017/21 dated 10 March 2017, and any amendments thereof, modifications or replacement, issued pursuant to regulations 11, 37 and 94 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015;
1.39 “ Scheme ” or “ this Scheme ” means this Scheme of Arrangement in its present form submitted to the NCLT or with any modification(s) made under Clause 19 of the Scheme as approved by the NCLT.

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1.40 “ Stock Exchanges ” means BSE Limited and National Stock Exchange of India Limited, as may be applicable.
1.41 “ TAISPL ” means Trans American Information Systems Private Limited, a private limited company incorporated under Companies Act, 1956, bearing corporate identification number CIN U51505GJ1999PTC112745 and having its registered office at 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad Gujarat- 380006;
1.42 “ TAISPL CCPS ” means compulsorily convertible preference shares of TAISPL of face value INR 10/- (Indian Rupees Ten), issued on terms and conditions set out in Schedule I to this Scheme as defined in Clause 11.1 of the Scheme;
1.43 “ Tax ” or “ Taxes ” means (a) any and all taxes, duties, imposts, levies, premiums, impositions, transfer charges, cess, surcharge, charges in the nature of tax and any fine, cost, penalty or interest connected therewith, including corporate tax, income tax, dividend distribution tax, interest tax, withholding taxes, capital gains tax, value added tax, goods and services tax, gift tax, wealth tax, sales tax, service tax, stamp duty, registration fees, foreign travel tax, octroi, turnover tax, excise duty, customs duty, import duty, development cess, rates, property tax or other tax of whatever kind (including any fee, assessment or other charges in the nature of or in lieu of any tax) that is imposed by any Appropriate Authority; and (b) any interest, fines, penalties, surcharges or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute; and
1.44 “ Tax Laws ” means all Applicable Laws dealing with Taxes including but not limited to income tax, wealth tax, sales tax/ value added tax, service tax, goods and service tax, excise duty, customs duty or any other levy of similar nature.

2. INTERPRETATION:

In this Scheme, unless the context otherwise requires:

(a) the words “ including ”, “ include ” or “ includes ” shall be interpreted in a manner as though the words “ without limitation ” immediately followed the same;
(b) any document or agreement includes a reference to that document or agreement as varied, amended, supplemented, substituted, novated or assigned, from time to time, in accordance with the provisions of such a document or agreement;
(c) the words “ other ”, “ or otherwise ” and “ whatsoever ” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to;
(d) headings are inserted for ease of reference only and shall not affect the construction or interpretation of the relevant provisions of this Scheme;
(e) the term “ Clause ” or “ Sub-Clause ” refers to the specified clause of this Scheme, as the case may be;

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(f) reference to any legislation, statute, regulation, rule, notification, or any other provision of law means and includes references to such legal provisions as amended, supplemented or re-enacted from time to time, and any reference to legislation or statute includes any sub-ordinate legislation made from time to time under such a legislation or statute and regulations, rules, notifications or circulars issued under such a legislation or statute;
(g) words denoting the singular shall include the plural and vice versa;
(h) unless otherwise defined, the reference to the word “ days ” shall mean calendar days; and
(i) reference to dates and times shall be construed to be reference to Indian dates and times.

3. SHARE CAPITAL

3.1 ESPL

The authorized share capital and the issued, subscribed and fully paid-up share capital of ESPL, as on 31 January 2020 is as under:

Share Capital	INR
Authorised Share Capital
1,10,00,000 equityshares of INR 10 each	11,00,00,000
Total	11,00,00,000
Issued, Subscribed and Fully paid-up Share Capital
1,00,00,000 equityshares of INR 10 each	10,00,00,000
Total	10,00,00,000

3.2 TAISPL

The authorized share capital and the issued, subscribed and fully paid-up share capital of TAISPL, as on 31 January 2020 is as under:

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Share Capital	INR
Authorised Share Capital
1,00,000 equityshares of INR 10 each	10,00,000
Total	10,00,000
Issued, Subscribed and Fully paid-up Share Capital
34,520 equityshares of INR 10 each	3,45,200
Total	3,45,200

3.3 Mastek

The authorized share capital and the issued, subscribed and fully paid-up share capital of Mastek, as on 31 January 2020 is as under:

Share Capital	INR
Authorised Share Capital
4,00,00,000 equityshares of INR 5 each	20,00,00,000
20,00,000preference shares of INR 100 each	20,00,00,000
Total	40,00,00,000
Issued, Subscribed and Fully paid-up Share Capital
2,42,55,233 equityshares of INR 5 each	12,12,76,165
Total	12,12,76,165

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of Mastek till the date of approval of the Scheme by the Board of Mastek.

Mastek has 3 ongoing Employee Stock Option Plans (ESOPs) at present:

(i) ESOP Plan V;
(ii) ESOP Plan VI; and
(iii) ESOP Plan VII

Pool balances as on 31 January 2020 are:

(i) Plan V- 10,75,236 options;
(ii) Plan VI- 3,39,409 options; and
(iii) Plan VII- 4,54,331 options.

The equity shares of Mastek are listed on the Stock Exchanges.

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4. DATE OF TAKING EFFECT AND OPERATIVE DATE

PART II

DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

5. DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

5.1 Upon the Scheme becoming effective and with effect from the Appointed Date and subject to the provisions of this Scheme and pursuant to Sections 230 to 232 of the Act, and in accordance with Section 2(19AA) of the Income Tax Act, the Demerged Undertaking along with all its assets, liabilities, investments, contracts, arrangements, employees, Permits, records, etc. pertaining to the Demerged Undertaking, shall without any further act, instrument or deed, be demerged from the Demerged Company and transferred to, and be vested in or be deemed to have been transferred to and vested in TAISPL as a going concern so as to become as on the Appointed Date, the assets, liabilities, investments, contracts, arrangements, employees, Permits, records, etc. of TAISPL by virtue of operation of law and in the manner provided in this Scheme.
5.2 In respect of such of the assets and properties forming part of the Demerged Undertaking which are movable in nature (including but not limited to all intangible assets) or are otherwise capable of transfer by delivery or possession or by endorsement, the same shall stand transferred by the Demerged Company to TAISPL upon coming into effect of this Scheme and shall, ipso facto and without any other order to this effect, become the assets and properties of TAISPL without requiring any deed or instrument of conveyance for transfer of the same.
5.3 Subject to Clause 5.4 below, with respect to the assets of the Demerged Undertaking other than those referred to in Clause 5.2 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds and any other securities, sundry debtors, claims from customers or otherwise, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with any Appropriate Authority, customers and other Persons, whether or not the same is held in the name of the Demerged Company, the same shall, without any further act, instrument or deed, be transferred to and vested in and / or be deemed to be transferred to and vested in TAISPL, with effect from the Appointed Date by operation of law as transmission in favour of TAISPL. With regard to the licenses of the properties, TAISPL will enter into novation agreements, if it is so required.

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5.4 In respect of such of the assets and properties forming part of the Demerged Undertaking which are immovable in nature, whether or not included in the books of the Demerged Company, including rights, interest and easements in relation thereto, the same shall stand transferred to and be vested in TAISPL with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by the Demerged Company and / or TAISPL.
5.5 For the avoidance of doubt and without prejudice to the generality of Clause 5.4 above and Clause 5.6 below, it is clarified that, with respect to the immovable properties comprised in the Demerged Undertaking in the nature of land and buildings, the Parties shall register the true copy of the orders of the NCLT approving the Scheme with the offices of the relevant Subregistrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents as may be necessary in this regard. For the avoidance of doubt, it is clarified that any document executed pursuant to this Clause 5.5 or Clause 5.6 below will be for the limited purpose of meeting regulatory requirements and shall not be deemed to be a document under which the transfer of any part of the Demerged Undertaking takes place and the Demerged Undertaking shall be transferred solely pursuant to and in terms of this Scheme and the order of the NCLT sanctioning this Scheme.
5.6 Notwithstanding anything contained in this Scheme, with respect to the immovable properties comprised in the Demerged Undertaking in the nature of land and buildings situated in states other than the state of Gujarat, whether owned or leased, for the purpose of, inter alia , payment of stamp duty and vesting in TAISPL, if TAISPL so decides, the Parties, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of TAISPL in respect of such immovable properties. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under Applicable Law), shall be deemed to be conveyed at a value determined by the relevant authorities in accordance with the applicable circle rates. The transfer of such immovable properties shall form an integral part of this Scheme.
5.7 Upon the Scheme coming into effect and with effect from the Appointed Date, all rights entitlements, licenses, applications and registrations relating to copyrights, trademarks, service marks, brand names, logos, patents and other intellectual property rights of every kind and description, whether registered or unregistered or pending registration, and the goodwill arising therefrom, relatable to the Demerged Undertaking, to which either the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible or entitled, shall become the rights, entitlement or property of TAISPL and shall be enforceable by or against TAISPL, as fully and effectually as if, instead of the Demerged Company, TAISPL had been a party or beneficiary or obligee thereto or the holder or owner thereof.
5.8 The Demerged Company may, at its sole discretion but without being obliged to, give notice in such form as it may deem fit and proper, to such Persons, as the case may be, that any debt, receivable, bill, credit, loan, advance, debenture or deposit relating to the Demerged Undertaking stands transferred to and vested in TAISPL and that appropriate modification should be made in their respective books / records to reflect the aforesaid changes.

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5.9 Upon effectiveness of the Scheme, all debts, liabilities, loans, obligations and duties of the Demerged Company as on the Appointed Date and relatable to the Demerged Undertaking (“ Demerged Liabilities ”) shall, without any further act, instrument or deed, be and stand transferred to and be deemed to be transferred to TAISPL and TAISPL shall meet, discharge and satisfy the same. The term “ Demerged Liabilities ” shall include without limitation:
5.9.1 the debts, liabilities and obligations incurred and duties of any kind, nature or description (including contingent liabilities) which arise out of the activities or operations of the Demerged Undertaking;
5.9.2 the specific loans, credit facilities, overdraft facilities and borrowings (including debentures, bonds, notes and other debt securities) raised, incurred and utilized solely for the activities or operations of the Demerged Undertaking; and
5.9.3 in cases other than those referred to in Clause 5.9.1 or 5.9.2 above, so much of the amounts of general or multipurpose borrowings, if any, of the Demerged Company, as stand in the same proportion which the value of the assets transferred pursuant to the demerger of the Demerged Undertaking bear to the total value of the assets of the Demerged Company immediately prior to the Appointed Date.

5.10 In so far as any Encumbrance in respect of Demerged Liabilities is concerned, such Encumbrance shall, without any further act, instrument or deed being required to be taken or modified, be extended to and shall operate only over the assets comprised in the Demerged Undertaking which have been Encumbered in respect of the Demerged Liabilities as transferred to TAISPL pursuant to the Scheme. Provided that, if any of the assets comprised in the Demerged Undertaking which are being transferred to TAISPL pursuant to this Scheme have not been Encumbered in respect of the Demerged Liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above. For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business of the Demerged Company are concerned, the Encumbrance, if any, over such assets relating to the Demerged Liabilities shall without any further act, instrument or deed being required, be released and the Demerged Company shall be discharged from the obligations and Encumbrances relating to the same. Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the Encumbrance over such assets relating to any loans, borrowings or other debts which are not transferred to TAISPL pursuant to this Scheme and which continue with the Demerged Company shall without any further act, instrument or deed be released from such Encumbrance and shall no longer be available as security in relation to such liabilities.

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5.11 If the Demerged Company is entitled to any unutilized credits (including accumulated losses and unabsorbed depreciation), benefits under the state or central fiscal / investment incentive schemes and policies or concessions relating solely to the Demerged Undertaking under any Tax law or Applicable Law, TAISPL shall be entitled, as an integral part of the Scheme, to claim such benefit or incentives or unutilised credits as the case may be without any specific approval or permission. Without prejudice to the generality of the foregoing, in respect of unutilized input credits of goods and service tax of the Demerged Company, the portion which will be attributed to the Demerged Undertaking and be transferred to TAISPL shall be determined by the Board of the Demerged Company in accordance with the Applicable Law.
5.12 Upon the Scheme becoming effective, the Demerged Company and TAISPL shall have the right to revise their respective financial statements and returns along with prescribed forms, filings and annexures under the Tax Laws and to claim refunds and / or credit for Taxes paid and for matters incidental thereto, if required, to give effect to the provisions of the Scheme. It is further clarified that TAISPL shall be entitled to claim deduction under Section 43B of the Income Tax Act in respect of unpaid liabilities transferred to it as part of the Demerged Undertaking to the extent not claimed by the Demerged Company, as and when the same are paid subsequent to Appointed Date.
5.13 Subject to this Clause 5 and any other provisions of the Scheme, in respect of any refund, benefit, incentive, grant or subsidy in relation to or in connection with the Demerged Undertaking, the Demerged Company shall, if so required by TAISPL, issue notices in such form as TAISPL may deem fit and proper, stating that pursuant to the NCLT having sanctioned this Scheme, the relevant refund, benefit, incentive, grant or subsidy be paid or made good to or held on account of TAISPL, as the Person entitled thereto, to the end and intent that the right of the Demerged Company to recover or realise the same stands transferred to TAISPL and that appropriate entries should be passed in their respective books to record the aforesaid changes.
5.14 On and from the Effective Date, all cheques and other negotiable instruments and payment orders received or presented for encashment which are in the name of the Demerged Company and are in relation to or in connection with the Demerged Undertaking, shall be accepted by the bankers of TAISPL and credited to the account of TAISPL, if presented by TAISPL.
5.15 TAISPL shall be entitled to the benefit of all pre-qualification, track-record, experience, goodwill and all other rights, claims and powers of whatsoever nature and wheresoever situated belonging to or in the possession of or granted in favour of or enjoyed by the Demerged Company in connection with or pertaining or relatable to the Demerged Undertaking for all intents and purposes and specifically including but not limited to the track-record and experience of having undertaken, performed and/or executed the business and / or orders by the Demerged Company from the commencement of its business.
5.16 TAISPL shall at any time upon the Scheme coming into effect and in accordance with the provisions hereof, if so required under any Law or otherwise execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to the Demerged Undertaking to which the Demerged Company has been a party, in order to give formal effect to the above provisions.

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5.17 Without prejudice to the provisions of the foregoing sub-clauses of this Clause 5 and upon the effectiveness of this Scheme, the Demerged Company and TAISPL may execute any and all instruments or documents and do all acts, deeds and things as may be required, including filing of necessary particulars and/ or modification(s) of charge with the concerned Registrar of Companies or filing of necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme.
5.18 This part of the Scheme has been drawn up to comply with the conditions relating to “ Demerger ” as specified under Section 2(19AA) of the Income Tax Act. If any terms or provisions of the Scheme is / are inconsistent with the provisions of Section 2(19AA) of the Income Tax Act, the provisions of Section 2(19AA) of the Income Tax Act shall prevail and the Scheme shall stand modified to the extent necessary to comply with Section 2(19AA) of the Income Tax Act; such modification to not affect other parts of the Scheme. In accordance with Section 2(41A) of the Income Tax Act, TAISPL and Mastek shall be considered as the Resulting Companies. Further, in accordance with Section 2(19AAA) of the Income Tax Act, ESPL shall be considered as the Demerged Company.

6. PERMITS

6.1 With effect from the Appointed Date, the Permits relating to the Demerged Undertaking shall be transferred to and vested in TAISPL and the concerned licensor and grantors of such Permits shall endorse where necessary and record the name of TAISPL on such Permits so as to empower and facilitate the approval and vesting of the Demerged Undertaking in TAISPL and continuation of operations pertaining to the Demerged Undertaking in TAISPL without any hindrance and the Permits shall stand transferred to and vested in, and shall be deemed to be transferred to and vested in TAISPL without any further act, instrument or deed and shall be appropriately mutated by the Appropriate Authorities concerned therewith in favour of TAISPL as if the same were originally given by, issued to or executed in favour of TAISPL and TAISPL shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits thereunder shall be available to TAISPL.
6.2 The benefit of all Permits pertaining to the Demerged Undertaking shall, without any other order to this effect, transfer to and vest in and become available to TAISPL pursuant to the sanction of this Scheme by the NCLT.
6.3 Notwithstanding the generality of the foregoing provisions, all electricity, gas, water and other utility connections and tariff rates in respect thereof sanctioned by various public sector and private companies, boards, agencies and authorities in different states pertaining to the Demerged Undertaking, together with security deposits and all other advances paid, shall stand automatically transferred in favour of TAISPL on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed.

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7. CONTRACTS

7.1 All contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, rights, entitlements, licenses for the purpose of carrying on the business of the Demerged Undertaking and in relation thereto, and those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Demerged Undertaking, or to the benefit of which the Demerged Company may be eligible and which are subsisting or having effect immediately before this Scheme coming into effect, shall by endorsement, by delivery or recordal or by operation of law pursuant to the order of the NCLT sanctioning the Scheme, and on this Scheme becoming effective be deemed to be contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, rights, entitlements and licenses (including licenses granted by any Appropriate Authority) of TAISPL. Such properties and rights described hereinabove shall stand vested in TAISPL and shall be deemed to be the property and become the property by operation of law as an integral part of TAISPL. Such contracts and properties described above shall continue to be in full force and continue as effective as hitherto in favour of or against TAISPL and shall be the legal and enforceable rights and interests of TAISPL, which can be enforced and acted upon as fully and effectually as if it were the Demerged Company. Upon this Scheme becoming effective, the rights, benefits, privileges, duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts and properties relating to the Demerged Undertaking, shall be deemed to have been entered into and stand assigned, vested and novated to TAISPL by operation of Law and TAISPL shall be deemed to be the Demerged Company’s substituted party or beneficiary or obligor thereto, it being always understood that TAISPL shall be the successor in interest of the Demerged Company in relation to the properties or rights mentioned hereinabove.
7.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Demerged Undertaking occurs by virtue of this Scheme, TAISPL may, at any time after the coming into effect of this Scheme, in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations, other writings or tripartite arrangements with any party to any contract or arrangement to which the Demerged Company is a party or any writings as may be necessary in order to give effect to the provisions of this Scheme. With effect from the Effective Date, TAISPL shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Demerged Company and to carry out or perform all such formalities or compliances referred to above, on the part of the Demerged Company with respect to Demerged Undertaking.
7.3 On and from the Effective Date, and thereafter, TAISPL shall be entitled to enforce all pending contracts and transactions and issue credit notes on behalf of the Demerged Company, in relation to or in connection with the Demerged Undertaking, in the name of TAISPL in so far as it may be necessary until the transfer of rights and obligations of the Demerged Undertaking to TAISPL under this Scheme have been given effect to under such contracts and transactions.

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7.4 Without prejudice to the aforesaid, it is clarified that if any contracts, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in relation to the Demerged Undertaking which the Demerged Company owns or to which the Demerged Company is a party, cannot be transferred to the Resulting Companies for any reason whatsoever, the Demerged Company shall hold such assets, contracts, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of the Resulting Companies, in so far as it is permissible so to do, till such time as the transfer is effected.

8. EMPLOYEES AND STAFF

8.1 Upon the effectiveness of this Scheme and with effect from the Effective Date, TAISPL undertakes to engage, without any interruption in service, all employees of the Demerged Company engaged in or in relation to the Demerged Undertaking, on terms and conditions no less favourable than those on which they are engaged by the Demerged Company. TAISPL undertakes to continue to abide by any agreement / settlement or arrangement entered into or deemed to have been entered into by the Demerged Company with any of the aforesaid employees or union representing them. TAISPL agrees that the services of all such employees with the Demerged Company prior to the demerger shall be taken into account for the purposes of all existing benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, gratuity and other retiral / terminal benefits.
8.2 The accumulated balances, if any, standing to the credit of the aforesaid employees in the existing provident fund, gratuity fund and superannuation fund of which they are members, as the case may be, will be transferred respectively, together with the asset balances of the respective funds, to such provident fund, gratuity fund and superannuation funds nominated by TAISPL and/or such new provident fund, gratuity fund and superannuation fund to be established in accordance with Applicable Law and caused to be recognized by the Appropriate Authorities, by TAISPL. Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the said employees would be continued to be deposited in the existing provident fund, gratuity fund and superannuation fund respectively of the Demerged Company.

8.3 With effect from the Appointed Date and up to and including the Effective Date, the Demerged Company shall not vary or modify the terms and conditions of employment of any of its said employees, except with the written consent of the Resulting Companies unless it is in the Ordinary Course of Business. However, the terms and conditions of their employment with the Resulting Companies shall be no less favourable than those on which they were engaged in the Demerged Company.

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9. LEGAL PROCEEDINGS

9.1 Upon coming into effect of this Scheme, all suits, actions, administrative proceedings, tribunals proceedings, show cause notices, demands and legal proceedings of whatsoever nature (including proceedings with respect to Income Tax Act) by or against the Demerged Company pending and / or arising on or before the Appointed Date or which may be instituted any time thereafter and in each case relating to the Demerged Undertaking shall not abate or be discontinued or be in any way prejudicially affected by reason of this Scheme or by anything contained in this Scheme but shall be continued and be enforced by or against TAISPL with effect from the Appointed Date in the same manner and to the same extent as would or might have been continued and enforced by or against the Demerged Company. Except as otherwise provided herein, the Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings that stand transferred to TAISPL. TAISPL shall be substituted in place of the Demerged Company or added as parties to such proceedings and shall prosecute or defend such proceedings at their own cost, in cooperation with the Demerged Company and the liability of the Demerged Company shall consequently stand nullified. The Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings in relation to the Demerged Undertaking.
9.2 TAISPL undertakes to have all legal or other proceedings (including proceedings with respect to Income Tax Act) initiated by or against the Demerged Company referred to in Clause 9.1 above transferred to its name as soon as is reasonably practicable after the Effective Date and to have the same continued, prosecuted and enforced by or against TAISPL to the exclusion of the Demerged Company on priority. Both the concerned Parties shall make relevant applications and take all steps as may be required in this regard. Post the Appointed Date, any benefits, whether by way of recovery, realization of any amount and/or asset or otherwise, accruing to the Demerged Company out of legal or other proceedings pertaining to the Demerged Undertaking shall be forthwith transferred and / or handed over to TAISPL.
9.3 Notwithstanding anything contained hereinabove, if at any time after the Effective Date, the Demerged Company is in receipt of any demand, claim, notice and / or is impleaded as a party in any proceedings before any Appropriate Authority (including proceedings with respect to Income Tax Act), in each case in relation to the Demerged Undertaking, the Demerged Company shall, in view of the transfer and vesting of the Demerged Undertaking pursuant to this Scheme, take all such steps in the proceedings before the Appropriate Authority to replace the Demerged Company with TAISPL. However, if the Demerged Company is unable to get TAISPL replaced in such proceedings, the Demerged Company shall defend the same or deal with such demand in accordance with the advice of TAISPL and at the cost of TAISPL and the latter shall reimburse to the Demerged Company all liabilities and obligations incurred by the Demerged Company in respect thereof.
9.4 This Scheme complies with the definition of “ Demerger ” as per Sections 2(19AA) and other provisions of the Income Tax Act. If any terms of this Scheme are found to be or interpreted to be inconsistent with provisions of the Income Tax Act, then this Scheme shall stand modified to be in compliance with Section 2(19AA) of the Income Tax Act.

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10. TAXES

10.1 All Taxes (including income tax, sales tax, excise duty, customs duty, service tax, VAT, goods and service tax, etc.) paid or payable by the Demerged Company in respect of the operations and / or the profits of the Demerged Undertaking up to the Appointed Date, shall be on account of the Demerged Company and hence paid or payable by ESPL. Insofar as it relates to the tax payment (including without limitation income tax, sales tax, excise duty, custom duty, service tax, VAT, goods and service tax etc.), whether by way of deduction at source or otherwise howsoever by the Demerged Company in respect of the profits or activities or operations of its business relating to the Demerged Undertaking after the start of business on the Appointed Date, the same shall be deemed to be the corresponding item paid or payable by TAISPL and shall, in all proceedings, be dealt with accordingly.
10.2 On the Scheme becoming effective, the Demerged Company and TAISPL may revise their respective returns pertaining to income tax, goods and service tax, service tax, sales tax, VAT and other Tax returns, and claim refunds and/or credits including credits relating to tax deducted at source, as applicable pursuant to the provisions of this Scheme.
10.3 The Demerged Company may be entitled to various incentive schemes and pursuant to the Scheme, it is declared that the benefits under all such schemes and policies pertaining to the Demerged Undertaking shall stand transferred to and vested in the Resulting Companies and all benefits, entitlements and incentives of any nature whatsoever including benefits under the income tax, excise, sales tax, service tax, goods and services tax, exemptions, concessions, remissions, subsidies and other incentives in relation to the Demerged Undertaking, to the extent statutorily available, shall be claimed by the Resulting Companies.

11. CONSIDERATION

11.1 Upon this Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, securities shall be issued by each of the Resulting Companies (“ Resulting Companies New Securities ”) as follows, without any further application, act, deed, consent, acts, instrument or deed, issue and allot, on a proportionate basis to each shareholder of the Demerged Company whose name is recorded in the register of members as member of the Demerged Company as on the Record Date:
42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value INR 5/- (Indian Rupees Five) each, of Mastek (“ Mastek Consideration Securities ”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each; (i.e, "4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of INR 5/- (Indian Rupees Five) each of Mastek ("Mastek Consideration Securities") for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder."); and
15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I hereto) of INR 10/- (Indian Rupees Ten) each of TAISPL (“ TAISPL CCPS ”) for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each, held by such shareholder.

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11.2 The Resulting Companies New Securities to be issued and allotted as provided in Clause 11.1 above shall be subject to the provisions of the memorandum of association and articles of association of the Resulting Companies, respectively and shall rank pari passu in all respects with any existing securities of the Resulting Companies after the Effective Date including with respect to dividend, bonus, right shares, voting rights and other corporate benefits attached to the securities of the Resulting Companies, respectively.
11.3 The issue and allotment of the Resulting Companies New Securities is an integral part hereof and shall be deemed to have been carried out under the orders passed by the NCLT without requiring any further act on the part of the Resulting Companies or the Demerged Company or their shareholders and as if the procedure laid down under the Act and such other Applicable Law as may be applicable, were duly complied with. It is clarified that the approval of the members of the Resulting Companies and / or the Demerged Company to this Scheme, shall be deemed to be their consent / approval for the issue and allotment of the Resulting Companies New Securities.
11.4 The Resulting Companies New Securities issued pursuant to Clause 11.1 above shall be in dematerialized or physical form as may be determined by the Board of Mastek and TAISPL. In the event that such notice has not been received by the Resulting Companies in respect of any of the shareholders of Demerged Company, the Resulting Companies New Securities, shall be issued to such shareholders in dematerialized form or physical form provided, in the event TAISPL CCPS issued in the dematerialized form the shareholders of Demerged Company shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required. In the event that the Resulting Companies have received notice from any shareholder that Resulting Companies New Securities are to be issued in physical form or if any shareholder has not provided the requisite details relating to his / her / its account with a depository participant or other confirmations as may be required or if the details furnished by any shareholder do not permit electronic credit of the shares of the Resulting Companies, then the Resulting Companies shall issue the Resulting Companies New Securities in physical form to such shareholder or shareholders.
11.5 In case any shareholder’s shareholding in the Demerged Company is such that such shareholder becomes entitled to a fraction of a security of Mastek, Mastek shall not issue fractional share certificate to such shareholder but shall consolidate such fractions and round up the aggregate of such fractions to the next whole number and issue and allot the consolidated shares directly to a trustee nominated by the Board of Mastek in that behalf, who shall sell such shares in the market at such price or prices and on such time or times as the trustee may in its sole discretion decide and on such sale, shall pay to Mastek, the net sale proceeds (after deduction of applicable taxes and other expenses incurred), whereupon Mastek shall, subject to withholding tax, if any, distribute such sale proceeds to the concerned shareholders of the Demerged Company in proportion to their respective fractional entitlements so sold by the trustee.
11.6 In case any shareholder’s shareholding in the Demerged Company is such that such shareholder becomes entitled to a fraction of the TAISPL CCPS, TAISPL shall round the same up to the next whole number.

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11.7 In the event, the Parties restructure their equity share capital by way of share split / consolidation / issue of bonus shares during the pendency of the Scheme, the share exchange ratio, per Clause 11.1 above shall be adjusted (including stock options) accordingly, to consider the effect of any such corporate actions.
11.8 Mastek shall apply for listing of Mastek Consideration Securities on the Stock Exchanges in terms of and in compliance of SEBI Circular and any other Applicable Law. Mastek Consideration Securities allotted by Mastek in terms of Clause 11.1 above, pursuant to the Scheme, shall remain frozen in the depository system till listing / trading permission is given by the designated Stock Exchange.
11.9 Mastek shall enter into such arrangements and give such confirmations and / or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the Stock Exchanges.
11.10 Mastek Consideration Securities to be issued and allotted to the equity shareholders of ESPL pursuant to Clause 11.1 above of the Scheme and will be listed and / or admitted to trading on the Stock Exchanges, where the equity shares of Mastek are listed and / or admitted to trading in accordance with the Applicable Laws including without limitation the SEBI Circulars. Mastek shall enter into such arrangements and give such confirmations and / or undertakings as may be necessary in accordance with the Applicable Laws or regulations for complying with the formalities of the said Stock Exchanges.
11.11 Upon the Scheme, becoming effective, the authorized share capital of TAISPL shall stand reclassified from its existing authorized share capital of INR 10,00,000 (Indian Rupees Ten lakhs) divided into 1,00,000 (one lakh) equity shares of INR 10 (Indian Rupees Ten) to INR 10,00,000 (Indian Rupees Ten lakhs) divided into 85,000 (eighty five thousand) equity shares of INR 10 (Indian Rupees Ten) each and 15,000 (fifteen thousand) compulsorily convertible preference shares of INR 10 (Indian Rupees Ten) each without any further act or deed in terms of this Scheme. Accordingly, the words and figures in Clause V of the Memorandum of Association and Clause 4 of Part IV of Article of Association of TAISPL shall stand modified and be substituted to read as follows

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11.12 It is clarified that the approval of the shareholders of TAISPL to this Scheme shall be deemed that shareholders of TAISPL have also accorded their consent under Sections 13, 14, 42, 55, 61, 62 and 64 of the Act and / or other provisions of the Act and rules made thereunder as may be applicable for the aforesaid reclassification of authorised share capital, alteration of the Charter Documents and issuance of TAISPL CCPS to the shareholders of the Demerged Company and all actions taken in accordance with this Clause 11 of this Scheme shall be deemed to be in full compliance of Sections 13, 14, 42, 55, 61, 62 and 64 of the Act and other applicable provisions of the Act and that no further resolution or actions under Section 13, 14, 42, 55, 61, 62 and 64 of the Act and / or any other applicable provisions of the Act and rules made thereunder including, inter-alia , issuance of a letter of offer by TAISPL shall be required to be passed or undertaken.
11.13 It is also clarified that the approval of the equity shareholders of Mastek to this Scheme, pursuant to Section 230 to 232 of the Act, it shall be deemed that equity shareholders of Mastek have also accorded their consent under Sections 23, 42 and 62 of the Act and / or other provisions of the Act and rules made thereunder and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 as may be applicable for the aforesaid new issuance of Mastek Consideration Securities to the shareholders of the Demerged Company and all actions taken in accordance with this Clause 11 of this Scheme shall be deemed to be in full compliance of Sections 23, 42 and 62 of the Act and other applicable provisions of the Act and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 and that no further resolution or actions under Section 42 and 62 of the Act and / or any other applicable provisions of the Act and rules made thereunder and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 including, inter-alia , issuance of a letter of offer by Mastek shall be required to be passed or undertaken.

12. ACCOUNTING TREATMENT

12.1 In the books of the Demerged Company:

12.1.1 The Demerged Company shall transfer all assets and liabilities pertaining to the Demerged Undertaking as on the Appointed Date at the values appearing in its books of accounts immediately before the Appointed Date in accordance with the provision of Section 2(19AA) of the Income Tax Act; and
12.1.2 The books value of the net assets derecognized as per 12.1.1 above shall be recognized in the statement of profit and loss account;

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12.2 In the books of the Resulting Companies:

12.2.1 Mastek

Upon this Scheme coming into effect, Mastek shall account for the Scheme in its books of account, as on the appointed date, in the following manner:

(a) Mastek shall credit its share capital account with the aggregate face value of the equity shares issued pursuant to Clause 11.1 above of this Scheme and the difference between the aggregate fair value as on the Appointed Date, and the aggregate face value of such equity shares shall be credited to the securities premium account.
(b) the aggregate amount of the share capital and securities premium recorded above shall be recorded as debit in investments in subsidiary i.e. TAISPL.
(c) Further, the option given by Mastek over TAISPL CCPS, shall be recognized at its fair value as on the Appointed Date, as a liability with a corresponding debit in investments in subsidiary i.e. TAISPL.

12.2.2 TAISPL

Upon this Scheme coming into effect, TAISPL shall account for the Scheme in its books of account, as on the Appointed Date, in the following manner:

(a) TAISPL shall record the assets and liabilities pertaining to the Demerged Undertaking (whether recorded or not in the books of the Demerged Company), transferred to and vested in it pursuant to this Scheme, at their respective fair values, as on the Appointed Date.
(b) TAISPL shall credit its share capital account with the face value of TAISPL CCPS issued in accordance with Clause 11.1 above and the difference between the aggregate fair value and the face value of such TAISPL CCPS shall be credited to the securities premium account.
(c) TAISPL shall record the aggregate value of equity shares issued by Mastek and fair value of options as referred in 12.2.1 (c) as deemed equity contribution. TAISPL would compute the purchase consideration in accordance with the principles of Ind AS 103 which shall be the sum of fair value of the shares issued by Mastek, fair value option as referred in 12.2.1 (c) and fair value of the compulsorily convertible preference shares issued by TAISPL as on the Appointed Date.
(d) The difference between fair value of purchase consideration as computed in Clause 12.2.2(c) above and the value of Net Assets (“Net Assets” means excess of the fair value of assets over the fair value of liabilities as per Clause 12.2.2(a) above) pertaining to the Demerged Undertaking shall be recognised as goodwill, if positive (debit balance), or capital reserve, if negative (credit balance).

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PART III

GENERAL TERMS AND CONDITIONS

13. REMAINING BUSINESS OF THE DEMERGED COMPANY

13.1 The Remaining Business of the Demerged Company shall constitute primarily the India focus business carried on by the Demerged Company in India and all the assets, investments, liabilities and obligations of the Demerged Company pertaining to such business, shall continue to belong to and be vested in and be managed by the Demerged Company. With effect from the Effective Date, only the Demerged Company shall be liable to perform and discharge all liabilities and obligations in relation to the Remaining Business of the Demerged Company and TAISPL shall not have any liability or obligation in relation to the Remaining Business of the Demerged Company.
13.2 All legal, Tax and / or other proceedings by or against the Demerged Company under any statute, whether pending on the Effective Date or which may be instituted at any time thereafter, and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Remaining Business of the Demerged Company) shall be continued and enforced against the Demerged Company. The Resulting Companies shall in no event be responsible or liable in relation to any such legal, Tax or other proceedings in relation to the Remaining Business of the Demerged Company.
13.3 If any of the Resulting Companies is in receipt of any demand, claim, notice and / or are impleaded as a party in any proceedings before any Appropriate Authority, in each case in relation to the Remaining Business of the Demerged Company, the Resulting Companies shall, in view of the transfer and vesting of the Demerged Undertaking, pursuant to this Scheme, take all such steps in the proceedings before the Appropriate Authority to substitute the Resulting Companies with the Demerged Company. However, if the Resulting Companies, are unable to get the Demerged Company so substituted in such proceedings, they shall defend the same or deal with such demand in accordance with the advice of the Demerged Company and at the cost of the Demerged Company and the latter shall reimburse the Resulting Companies, against all liabilities and obligations incurred by or against the Resulting Companies, in respect thereof.

14. DIVIDENDS

14.1 The Parties shall be entitled to declare and pay dividends to their respective shareholders in the Ordinary Course of Business, whether interim or final.
14.2 It is clarified that the aforesaid provisions in respect of declaration of dividends (whether interim or final) are enabling provisions only and shall not be deemed to confer any right on any shareholder of any of the Parties, as the case may be, to demand or claim or be entitled to any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the Board of respective Parties, and subject to approval, if required, of the shareholders of the respective Parties.

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15. BUSINESS UNTIL EFFECTIVE DATE

15.1 With effect from the start of business on the Appointed Date and till the Effective Date:
15.1.1 The Demerged Company shall carry on and shall be deemed to have carried on all its business and operations relating to the Demerged Undertaking as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Demerged Undertaking on account of, and for the benefit of, and in trust for, the Resulting Companies.
15.1.2 All the profits or incomes accruing or arising to the Demerged Company and all expenditure or losses arising or incurred (including all taxes, if any, paid or accruing in respect of any profits and income) by the Demerged Company in relation to the Demerged Undertaking shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or as the case may be, expenditure or losses (including taxes) of the Resulting Companies.
15.1.3 Any of the rights, powers, authorities and privileges attached or related or pertaining to the Demerged Company and exercised by or available to the Demerged Company, in relation to the Demerged Undertaking shall be deemed to have been exercised by the Demerged Company for and on behalf of and as an agent for the Resulting Companies. Similarly, any of the obligations, duties and commitments attached, relating or pertaining to the Demerged Undertaking that have been undertaken or discharged by the Demerged Company shall be deemed to have been undertaken or discharged for and on behalf of and as an agent for the Resulting Companies.
15.2 With effect from the date of approval of the Scheme by the respective Boards of the Demerged Company and the Resulting Companies and up to and including the Effective Date, the Resulting Companies shall and ESPL shall ensure that (except as may be approved in writing by TAISPL) the Demerged Undertaking, taken as a whole, is carried on in the Ordinary Course of Business as carried on as of the Appointed Date, other than as required to give effect to the provisions of this Scheme in accordance with Applicable Law. The Demerged Company shall, with respect to the Demerged Undertaking, carry on the business with reasonable diligence and business prudence and in the same manner as the Demerged Company had been doing hitherto. Further, TAISPL shall be entitled, pending the sanction of the Scheme, to apply to the Appropriate Authorities concerned as necessary under Applicable Law for such consents, approvals and sanctions which TAISPL may respectively require to carry on the relevant business of the Demerged Company and to give effect to the Scheme.
15.3 Further, ESPL hereby undertakes, agrees and covenants with the Resulting Companies that, except as expressly consented to by TAISPL in writing or as contemplated under this Scheme or except if it pertains to the Excluded Assets, ESPL shall not outside the Ordinary Course of Business:
15.3.1 commence any new line of business or discontinue any existing line of business;
15.3.2 amend its Charter Documents;

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15.3.3 cancel or amend the insurance policies in relation to its business;

15.3.4 take any such action as is reasonably likely to prevent or materially delay the satisfaction of one or more conditions precedent or consummation of the transactions contemplated under the Scheme;
15.3.5 (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making of any proposal from a Person or group of Persons, other than the Resulting Companies, that constitute, or could reasonably be expected to result in a direct or indirect acquisition of all or any part of Demerged Undertaking, (“ Alternate Transaction ”); (ii) enter into or participate in any discussions or negotiations with any Person or group of Persons, regarding an Alternate Transaction; (iii) furnish any non-public information relating to ESPL or the Demerged Undertaking or afford access to the assets, business, properties, books or records of the Demerged Undertaking or ESPL to any Person or group of Persons, other than the Resulting Companies or their Affiliates, in each case for the purpose of assisting with or facilitating an Alternate Transaction; or (iv) enter into an Alternate Transaction or any agreement, arrangement or understanding, including, without limitation, any letter of intent, term sheet or other similar document, relating to an Alternate Transaction;
15.3.6 take any action to change its accounting policies or procedures other than as required under Applicable Law;
15.3.7 issue (including by way of bonus issues), grant, allot, repurchase, redeem, reorganize or cancel any equity securities or convertible securities or options in respect of such securities or otherwise make any change in its capital structure and / or capital structure of the Identified Investments, any change in class rights for securities, or modify or adopt or allocate any equity option or acceleration of any vesting thereunder;
15.3.8 invest whether by way of subscription to or acquisition of shares, debentures or other securities of any other entity (whether new or existing) or invest by way of deposits or advances to such other entities, including any acquisition, transfer, disposal, or creation of any Encumbrance on or in respect of such investments or any rights therein or the restructuring of any rights attached to such investments;
15.3.9 make any divestments, sale or acquisition of business (whether by way of purchase of shares, assets or properties);
15.3.10 incur any borrowings, loans or undertake any other Indebtedness or create any Encumbrance on their assets, over and above the existing sanctioned borrowing limits;
15.3.11 enter into / amend any customer or vendor agreement requiring a payment by ESPL of more than INR 71,00,000 (Indian Rupees Seventy one lakhs);
15.3.12 undertake any merger, reorganization, spin-off, consolidation or any other similar form of corporate or debt restructuring;

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15.3.13 enter into or amend any agreement or incur any commitment which (i) is not capable of being terminated without compensation at any time with 3 (three) months' notice or less; or (ii) is not in the Ordinary Course of Business; or (iii) involves or may involve total general, capital and administrative expenditure in excess of INR 71,00,000 (Indian Rupees Seventy one lakhs);
15.3.14 commence any proceeding or other action for voluntary liquidation or winding up or insolvency proceedings of ESPL or any of the Identified Investments, or consent to the filing of any such proceeding or enter into any compromise or arrangement with its creditors or appointment of any receiver or administrator;
15.3.15 terminate the employment of any Key Employee or compel, influence or require any employees to leave / resign from their respective employment;
15.3.16 transfer, assign, sell, pledge, mortgage, dispose, lease, or Encumber any of their respective assets, tangible or intangible;
15.3.17 take, or agree or commit to take, any action that would result in the occurrence of any of the foregoing; and
15.3.18 declare or pay any dividends or distributions except dividends distributed from the distributable profits arising out of the Remaining Business of the Demerged Company.
15.4 Without prejudice to the generality of Clause 15.3 above, during the period between the Appointed Date and Effective Date, ESPL shall, with respect to the Demerged Undertaking:
15.4.1 take necessary steps to maintain or renew approvals obtained by them which are material to the operation of their respective business;
15.4.2 comply in all material respects with Applicable Law, and take necessary steps to maintain or renew approvals obtained by it which are material to the operation of its business;
15.4.3 respond to, or comply with (as applicable), notices, directions and orders of Appropriate Authorities as may be issued from time to time;
15.4.4 not make, or not agree to make, any payment of cash or distribute assets of the Demerged Undertaking other than in the Ordinary Course of Business or disposal of any asset of the Demerged Undertaking;
15.4.5 pay their accounts payable and other obligations consistent with its Ordinary Course of Business; perform its obligations under all agreements to which it is a party (or Identified Investments are a party) and by which ESPL or any of its assets are bound or affected or pursuant to which ESPL is an obligor or beneficiary in the Ordinary Course of Business

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15.4.6 immediately notify TAISPL regarding termination of the employment of any Key Employees;
15.4.7 immediately notify TAISPL of the receipt of any written offer, indication of interest, proposal or inquiry relating to an Alternate Transaction, such notice to include the material terms thereof, including the identity of the Person or group of Persons involved, and shall promptly inform TAISPL of any modifications to such terms;
15.4.8 promptly inform TAISPL of the occurrence of any MAC Event;
15.4.9 provide: (i) to the Resulting Companies or their Affiliates such information, as is reasonably requested by them; and (ii) to the Resulting Companies or their Affiliates and their respective representatives, reasonable access to the books, accounts, records, properties, facilities of ESPL;
15.4.10 undertake best efforts to preserve and protect the Demerged Undertaking and its present relationships and agreements with customers, suppliers, distributors and other persons which are to be transferred to the Resulting Companies pursuant to this Scheme;
15.4.11 maintain the Books and Records consistent with the past custom and practice of ESPL, except for any changes required pursuant to this Scheme; and
15.4.12 pay their accounts payable and other obligations consistent with their past customs and practices when they become due and payable in accordance with existing practices.
15.5 For the purpose of giving effect to the order passed under Sections 230 to 232 and other applicable provisions of the Act in respect of this Scheme by the NCLT, TAISPL shall, at any time pursuant to the orders approving this Scheme, be entitled to get the recordal of the change in the legal right(s) upon the demerger of the Demerged Undertaking in accordance with the provisions of Sections 230 to 232 of the Act. TAISPL shall always be deemed to have been authorized to execute any pleadings, applications, forms etc., as may be required to remove any difficulties and facilitate and carry out any formalities or compliances as are necessary for the implementation of this Scheme. For the purpose of giving effect to the vesting order passed under Section 232 of the Act in respect of this Scheme, TAISPL shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges and fulfil all obligations in relation to or applicable to all immovable properties including mutation and / or substitution of the ownership or the title to or interest in the immovable properties which shall be made and duly recorded by the Appropriate Authorities in favour of TAISPL pursuant to the sanction of this Scheme by the NCLT and upon the effectiveness of this Scheme in accordance with the terms hereof, without any further act or deed to be done or executed by TAISPL. It is clarified that TAISPL shall be entitled to engage in such correspondence and make such representations, as may be necessary, for the purposes of the aforesaid mutation and / or substitution.

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16. PROPERTY IN TRUST

16.1 Notwithstanding anything contained in this Scheme, on or after the Effective Date, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Demerged Undertaking, as the case may be, are transferred, vested, recorded, effected and/ or perfected, in the records of any Appropriate Authority, regulatory bodies or otherwise, in favour of TAISPL, as the case may be, such Resulting Companies are deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Appropriate Authorities and till such time as may be mutually agreed by the relevant Parties, the Demerged Company will continue to hold the property and/or the asset, license, permission, approval, contract or agreement and rights and benefits arising therefrom, as the case may be, in trust for and on behalf of TAISPL, as the case may be.

17. FACILITATION PROVISIONS

17.1 Immediately upon the Scheme being effective, the Parties shall enter into agreements as may be necessary, inter alia , in relation to use by the Parties of office space, infrastructure facilities, information technology services, security personnel, legal, administrative and other services, etc. on such terms and conditions that may be mutually agreed between the Parties.
17.2 It is clarified that the approval of this Scheme by the shareholders of the Parties under Sections 230 to 232 of the Act shall be deemed to have their approval under Section 188 of the Act and any other applicable provisions of the Act and that no separate approval from the shareholders to that extent will be required to be sought by any of the Parties.

18. APPLICATION / PETITIONS TO NCLT

18.1 The Parties shall dispatch, make and file all applications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the NCLT, under whose jurisdiction the registered offices of the respective Parties are situated, for sanction of this Scheme under the provisions of Applicable Law and shall apply for such approvals as may be required under Applicable Law.
18.2 The Parties shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any Applicable Law for such consents and approvals which the Parties may require to own the assets and / or liabilities of the Demerged Undertaking and to carry on the business of the Demerged Undertaking.

19. MODIFICATION OR AMENDMENTS TO THIS SCHEME

19.1 On behalf of each of the Parties, the Board of the respective Parties acting themselves or through authorized Persons, may consent jointly but not individually, on behalf of all Persons concerned, to any modifications or amendments to this Scheme at any time and for any reason whatsoever, or to any conditions or limitations that the NCLT or any other Appropriate

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19.2 For the purposes of giving effect to this Scheme or to any modification hereof, the Boards of the Parties acting themselves or through authorized Persons may jointly but not individually, give and are jointly authorised to give such directions including directions for settling any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all Parties, in the same manner as if the same were specifically incorporated in this Scheme.

20. CONDITIONS PRECEDENT TO THE SCHEME

20.1 Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:
20.1.1 obtaining no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015;
20.1.2 The Scheme shall be acted upon only if the votes cast by the public shareholders of Mastek in favour of the proposal are more than the number of votes cast by the public shareholders of Mastek against it, as required under the SEBI Circular. The term 'public' shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957;
20.1.3 approval of the Scheme by the requisite majority of each class of shareholders (including public shareholders) and / or creditors of the Parties and such other classes of Persons, if any, as applicable or as may be required under the Act, Applicable Law (including requirements set forth under SEBI Circular) and as may be directed by the NCLT;
20.1.4 the sanctions and orders of the NCLT, under Sections 230 to 232 of the Act being obtained by the Parties;
20.1.5 certified/ authenticated copies of the orders of the NCLT, sanctioning the Scheme, being filed by each of the Parties with the Registrar of Companies having jurisdiction over the Parties; and
20.1.6 the requisite consent, approval or permission of Appropriate Authority or any other Person which by Applicable Law or contract, agreement may be necessary for the implementation of this Scheme.
20.2 It is hereby clarified that submission of this Scheme to the NCLT and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that Parties may have under or pursuant to all Applicable Laws.
20.3 This Scheme for demerger and vesting of the Demerged Undertaking on a going concern basis constitutes one composite Scheme.

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20.4 On the approval of this Scheme by the shareholders of the Demerged Company, the Resulting Companies and such other classes of Persons of the Resulting Companies, if any, pursuant to Clause 20.1.2 above, such shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the demerger, transfer, capital reduction, authorised share capital reclassification set out in this Scheme, related matters and this Scheme itself.

21. NON-RECEIPT OF APPROVALS AND REVOCATION / WITHDRAWAL OF THIS SCHEME

21.1 The Parties acting jointly through their respective Boards shall each be at liberty to withdraw from this Scheme.
21.2 In the event the Scheme not being sanctioned by the NCLT, and/or the order or orders not being passed as aforesaid on or before such date as may be agreed to by the Parties, this Scheme shall become null and void.
21.3 In the event of revocation / withdrawal of the Scheme under Clause 21.1 or Clause 21.2 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or in accordance with Applicable Law.

22. COSTS AND EXPENSES

23. SAVING OF CONCLUDED TRANSACTIONS

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SCHEDULE I

TERMS AND CONDITIONS OF COMPULSORILY CONVERTIBLE PREFERENCE SHARES

Each TAISPL CCPS shall be subject to the terms and conditions contained herein.

1. Face Value

Each TAISPL CCPS shall have a face value of INR 10 (Indian Rupees Ten).

2. Voting Rights

A holder of TAISPL CCPS will not have voting rights until the TAISPL CCPS is converted into equity shares.

3. Coupon

Conversion
4.1 Each TAISPL CCPS shall at the option of the holder, be converted into 1 (one) equity share at any time after expiry of 6 (six) years from date on which the TAISPL CCPS is issued.
4.2 Each TAISPL CCPS shall automatically be converted into 1 (one) equity share upon the expiry of a period of 8 (eight) years from the date on which the TAISPL CCPS is issued.
4.3 Upon being requested by the holder of the TAISPL CCPS to convert the TAISPL CCPS into equity shares or on the date on which the TAISPL CCPS automatically become convertible into equity shares, TAISPL shall:
4.3.1 convene a meeting of its Board of Directors, in which meeting TAISPL shall approve the conversion of the relevant TAISPL CCPS and issuance of equity shares pursuant to such conversion;
4.3.2 cancel the share certificates representing the relevant TAISPL CCPS and issue duly stamped share certificates in the name of the holder of the TAISPL CCPS being converted to reflect such holder as the owner of the equity shares being issued upon conversion;
4.3.3 file with the jurisdictional Registrar of Companies relevant forms in respect of allotment of the equity shares upon conversion of the relevant TAISPL CCPS and provide the holder of the TAISPL CCPS with certified true copies of such form, duly filed with the jurisdictional Registrar of Companies, along with receipts in respect of such forms; and
4.3.4 do all such acts and deeds as may be required to give effect to the conversion of the TAISPL CCPS.

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5. Conversion Term Adjustment

5.1 If TAISPL should at any time fix a record date for the effectuation of a split or subdivision of the outstanding equity shares or the determination of holders of equity shares entitled to receive a distribution payable in additional equity shares or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional equity shares (hereinafter referred to as “ Equity Shares Equivalents ”) without payment of any consideration by such holder for the additional equity shares or the Equity Shares Equivalents (including the additional equity shares issuable upon conversion), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the conversion terms of the TAISPL CCPS shall be appropriately modified so that the number of equity shares issuable on conversion of each TAISPL CCPS shall be increased in proportion to such increase of the aggregate of equity shares outstanding and those issuable with respect to such Equity Shares Equivalents.
5.2 If the number of equity shares outstanding at any time is decreased by a combination / consolidation of the outstanding equity shares, then, following the record date of such combination / consolidation, the conversion terms for the TAISPL CCPS shall be appropriately modified so that the number of equity shares issuable on conversion of each TAISPL CCPS shall be decreased in proportion to such decrease in outstanding shares.
5.3 If at any time or from time to time, with the prior written consent of the New Shareholders, there shall be a recapitalization or reclassification of the equity shares (including any such reclassification in connection with a consolidation or merger in which TAISPL is the continuing corporation), provision shall be made so that the holders of the TAISPL CCPS shall thereafter be entitled to receive upon conversion of the TAISPL CCPS the number of shares or other securities or property of TAISPL or otherwise, to which a holder of equity shares deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Schedule with respect to the rights of the holders of the TAISPL CCPS after the recapitalization to the end that the provisions of this Schedule (including adjustment of the conversion terms then in effect and the number of shares issuable upon conversion of the TAISPL CCPS) shall be applicable after that event as nearly equivalent as may be practicable.
5.4 Upon the occurrence of each adjustment of the conversion terms of the TAISPL CCPS pursuant to this paragraph 5, TAISPL, at its expense, shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to each holder of the TAISPL CCPS a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based. TAISPL shall, upon the written request at any time of any holder of TAISPL CCPS, furnish or cause to be furnished to such holder a certificate setting forth (i) such adjustment and readjustment, (ii) the conversion terms for such TAISPL CCPS at the time in effect, and (iii) the number of equity shares and the amount, if any, of other property that at the time would be received upon the conversion of a share of TAISPL CCPS.

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5.5 In the event that, for any reason whatsoever, the provisions hereof cannot be effectuated (either fully or partially), then, the shareholders shall endeavour in good faith to achieve the commercial intent of the aforesaid provisions to the maximum extent possible and for this purpose shall take all such actions as ESPL may request.
Governing law

Each TAISPL CCPS will be governed and construed in accordance with the laws of India.

7. Amendments

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‘‘Annexure 2’’

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‘‘Annexure 3’’

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‘‘Annexure 4’’ (BSE)

�� T +91 22 6722 4200 #106,107 SDF-IV Seepz, Andheri (East), F +91 22 6695 1331 Mumbai 400096, Maharashtra, India W www.mastek.com

Period of Complaints Report: August 1 � , 2020 till September � , 2020

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Part B

Sr. No. Name of complainant Date of complaint Status (Resolved/ Pending) 1. N.A.

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Date: September � , 2020 Place: Mumbai

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‘‘Annexure 5’’ (NSE)

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��T +91 22 6722 4200

106,107 SDF-IV Seepz, Andheri (East), F +91 22 6695 1331 Mumbai 400096, Maharashtra, India W www.mastek.com

Period of Complaints Report: August 12, 2020 till September 2, 2020

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Sr. No. Name of complainant Date of complaint Status (Resolved/ Pending) 1. N.A. Date: September 4, 2020 Place: Mumbai

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‘‘Annexure 6’’

DCS/AMAL/JR/R37/1907/2020-21

“E-Letter”

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February 26, 2021

The Company Secretary, MASTEK LTD

804 / 805, President House, Opp C N Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat, 380006

Sir,

�� “In view of the Mastek's letter dated Feb 15, 2021 wherein it has inter alia stated that “we hereby undertake to apply the provisions of Paragraph 1(A)(9)(a) and 1(A)(9)(b) of Annexure 1 of SEBI circular to the proposed Scheme and shall accordingly update the Scheme document to reflect the aforesaid while filing the same with the NCLT". Accordingly, Company shall ensure thay they file updated draft scheme of arrangement before the Hon'ble National Company Law Tribunal (NCLT).”

�� “Company shall ensure that they separately and prominently disclose to the shareholders and NCLT via the draft scheme of arrangement documents following information/facts”:

Approach	Method	Value per share	Premium (%)
Cost Approach	Net Asset Method	346.8	87.5
Income Approach	Discounted Cash Flow Method	590.4	10.1
Market Approach	Market Price Method	438.4	48.3

However, it is observed that share price of Mastek on Feb 25, 2021[1] is Rs 1191.40 which is significantly higher than the price at which shares are being issued to ESPL.

1 Checked on BSE website between 12:10 to 12:15 PM

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iii. “Further, Mastek in the notice to shareholders seeking approval for the scheme shall also disclose the share price of Mastek, as on the date of dispatch of notice to shareholders.”

�� “Company shall ensure that suitable disclosure about the latest financials of the companies involved in the Scheme being not more than 6 months old is done before filing the same with the Hon'ble NCLT.”
�� “Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal.”
�� “Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
�� “Company shall duly comply with various provisions of the Circular.”
�� “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT."
�� “It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

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Yours faithfully,

Sd/-

Nitinkumar Pujari Senior Manager

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‘‘Annexure 7’’

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Ref: NSE/LIST/24129_II

March 01, 2021

The Company Secretary Mastek Limited 804/805, President House, Opp. C N Vidyalaya, Near Ambawadi Circle, Ahmedabad - 380006

Kind Attn.: Mr. Dinesh Kalani

Dear Sir,

a. In view of the Mastek�� pply the provisions of Paragraph I(A)(9)(a) and I(A)(9)(b) of Annexure I of SEBI Circular to the proposed Scheme and shall accordingly update the �� Accordingly the Company is advised to file updated draft scheme of arrangement before the ��

b. Mastek is advised to disclose separately and prominently to the shareholders and NCLT via the draft scheme of arrangement documents following information/facts:
i. To arrive at the entitlement ratio for CCPS, for the purpose of valuation of the demerged business of ESPL and TAISPL only one method (i.e. Income approach) has been used and other methods such as Market Approach and Asset Approach were not used.

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ii. In the draft scheme of arrangement, it has been proposed that Mastek shall issue equity shares in the ratio of 4235.294: 10,000 to ESPL at a price of Rs. 650 per share. Details of premium arrived via different valuation approaches is given below:

Approach	Method	Value per share	Premium (%)
Cost Approach	Net Asset Method	346.8	87.5
Income Approach	Discounted Cash Flow Method	590.4	10.1
Market Approach	Market Price Method	438.4	48.3

However it is observed that share price of Mastek on Feb 25, 2021 is Rs. 1191.40 which is significantly higher than the price at which shares are being issued to ESPL.

iii. Further, Mastek in the notice to shareholders seeking approval for the scheme shall also disclose the share price of Mastek, as on the date of dispatch of notice to shareholders.
c. The Company shall ensure that suitable disclosures about the latest financials of the Companies involved in the Scheme being not more than 6 months old is done before filing ��
d. The Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal.
e. The Company shall ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company.
f. The Company shall duly comply with various provisions of the Circular.
g. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.
h. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

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The validity of this “Observation Letter” shall be six months from March 01, 2021 within which the scheme shall be submitted to NCLT.

Yours faithfully,

For National Stock Exchange of India Limited

Jiten Patel Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

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‘‘Annexure 8’’

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REPORT ADOPTED BY THE BOARD OF DIRECTORS OF EVOLUTIONARY SYSTEMS PRIVATE LIMITED ON 08[TH] FEBRUARY 2020 PURSUANT TO SECTION 232(2) OF THE COMPANIES ACT, 2013

While deliberating on the Scheme, the Board had, inter alia, considered and taken on record:

Draft of the proposed Scheme;
Memorandum of Association and Article of Association of the Companies involved in Scheme of Arrangement;
That the Scheme does not affect rights and interest of the Promoters and Non-Promoter Shareholders and key managerial personnel of the Company prejudicially;
Upon the effectiveness of the Scheme, based on the Valuation report, the consideration would be issued to the shareholders of ESPL as under and more particularly and in the manner as stipulated in clause 11 of the Scheme:
�� 42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value INR 5/- (Indian Rupees Five) each, of Mastek (“Mastek Consideration Securities”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each; (i.e, "4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of INR 5/- (Indian Rupees Five) each of Mastek ("Mastek Consideration Securities") for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each, held by such shareholder."); and
�� 15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I hereto) of INR 10/- (Indian Rupees Ten) each of TAISPL (“ TAISPL CCPS ”) for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder
No special valuation difficulties were faced in determining the share exchange ratio

For Evolutionary Systems Private Limited

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UMANG NAHATA CHIEF EXECUTIVE OFFICER DIN: 00323145

Place: Ahmedabad Date: 8[th] February, 2020

Evolutionary Systems Pvt. Ltd.

11[th] Floor Kataria Arcade, Beside Adani Vidhya Mandir, Behind Adani CNG pump SG Highway, Makarba- Ahmedabad -380051. INDIA. Tel +91 79 66823300, 66823301. Fax +91 79 66823399. Email: [email protected]. Web: www.evosysglobal.com. CIN: U17122GJ2006PTC049073

VCP I BI I CRM I HCM I EBS �Oracle ERP� Implementation I Support I Training

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‘‘Annexure 9’’

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Trans American Information Systems Private Limited

Unit Nos. 101, 101A, 102A and 102B, IRIS Tech Park, Wing A, First Floor, Sector 48,Sohna Road, Gurgaon - 122 018 . T +91-124-4231-653

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED ON FEBRUARY 8, 2020 PURSUANT TO SECTION 232(2) OF THE COMPANIES ACT, 2013

While deliberating on the Scheme, the Board had, inter alia, considered and taken on record:

Draft of the proposed Scheme;
Memorandum of Association and Article of Association of the Companies involved in Scheme of Arrangement;
That the Scheme does not affect rights and interest of the Promoters and Non-Promoter Shareholders and key managerial personnel of the Company prejudicially;
Upon the effectiveness of the Scheme, based on the Valuation report, the consideration would be issued to the shareholders of ESPL as under and more particularly and in the manner as stipulated in clause 11 of the Scheme:
42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value INR 5/- (Indian Rupees Five) each, of Mastek (“Mastek Consideration Securities”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each; (i.e, "4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of INR 5/- (Indian Rupees Five) each of Mastek ("Mastek Consideration Securities") for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/(Indian Rupees Ten) each, held by such shareholder."); and
15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I hereto) of INR 10/- (Indian Rupees Ten) each of TAISPL (“TAISPL CCPS”) for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder .
No special valuation difficulties were faced in determining the share exchange ratio.

For Trans American Information Systems Private Limited

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Ashank Desai Director DIN: 00017767

Place: Mumbai Date: February 8, 2020

Regd. Off.: 804, 805 President House, Opp. C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006. Gujarat, India. Tel No: +91-79-2656—4337 CIN- U51505GJ1999PTC112745

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‘‘Annexure 10’’

Mastek Limited T +91 22 6722 4200 #106,107 SDF-IV Seepz, Andheri (East), F +91 22 6695 1331 Mumbai 400096, Maharashtra, India W www.mastek.com

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MASTEK LIMITED ON FEBRUARY 8, 2020 PURSUANT TO SECTION 232(2) OF THE COMPANIES ACT, 2013

While deliberating on the Scheme, the Board had, inter alia, considered and taken on record:

Draft of the proposed Scheme;
Memorandum of Association and Article of Association of the Companies involved in Scheme of Arrangement;
That the Scheme does not affect rights and interest of the Promoters and Non-Promoter Shareholders and key managerial personnel of the Company prejudicially;
Upon the effectiveness of the Scheme, based on the Valuation report, the consideration would be issued to the shareholders of ESPL as under and more particularly and in the manner as stipulated in clause 11 of the Scheme:
42,35,294 (forty two lakhs thirty five thousand two hundred and ninety four) fully paid up equity shares of face value INR 5/- (Indian Rupees Five) each, of Mastek (“Mastek Consideration Securities”) against the total equity shares outstanding i.e. 1,00,00,000 (one crore) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each; (i.e, "4,235.294 (four thousand two hundred and thirty five decimal two nine four) fully paid up equity shares of face value of INR 5/- (Indian Rupees Five) each of Mastek ("Mastek Consideration Securities") for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder."); and
15 (fifteen) compulsorily convertible preference shares (issued on terms and conditions set out in Schedule I hereto) of INR 10/- (Indian Rupees Ten) each of TAISPL (“TAISPL CCPS”) for every 10,000 (ten thousand) equity shares of ESPL of face value of INR 10/- (Indian Rupees Ten) each, held by such shareholder .
No special valuation difficulties were faced in determining the share exchange ratio.

For Mastek Limited

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Ashank Desai Director DIN: 00017767

Place: Mumbai Date: February 8, 2020

B-75

‘‘Annexure 11’’

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Date: April 19, 2021

To

The Board of Directors Mastek Limited

804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad- 380006, Gujarat, India

Dear Sir,

1. Scope and Purpose of the Certificate:

��

B-76

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This certificate is being issued in compliance of above mentioned requirement under the SEBI Circular.

2. Certification:

We state and confirm as follows:

1) We have examined various documents and other materials made available to us by the management of Mastek and ESPL in connection with finalization of Abridged Prospectus dated April 19, 2021 pertaining to ESPL which will be circulated to the members of all the companies i.e. ESPL, TAISPL and Mastek at the time of seeking their consent to the Scheme of Arrangement between ESPL, TAISPL and Mastek as a part of explanatory statement to the notice.
2) On the basis of such examination and the discussion with the management of Mastek and ESPL, we confirm that:
A. The information contained in the Abridged Prospectus is in conformity with the relevant documents, materials and other papers related to ESPL.
B. The Abridged Prospectus contains applicable information pertaining to ESPL as required in terms of SEBI Circular which, in our view is fair, adequate and accurate to enable the members to make an informed decision on the Scheme of Arrangement.

3. Disclaimer:

Our scope of work did not include the following:-

An audit of the financial statements of ESPL.
Carrying out a market survey / financial feasibility for the Business of ESPL.
Financial and Legal due diligence of ESPL.

��

B-77

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We do not assume any obligation to update, revise or reaffirm this certificate because of events or transactions occurring subsequent to the date of this certificate.

We understand that the management of ESPL and Mastek, during our discussions with them would have drawn our attention to all such information and matters, which may have impact on our Certificate.

The fee for our services is not contingent upon the result of the Scheme of Arrangement.

Yours faithfully,

For, Kunvarji Finstock Private Limited

_____ Date: April 19, 2021

Mr. Atul Chokshi Place: Ahmedabad Director (DIN: 00929553)

��

B-78

��

�� 11th Floor, Kataria Arcade, Beside Adani Vidya Mandir School, S.G. Highway, Makarba, Ahmedabad – 380054, Gujarat, India

�� +91 79 66823300; �� +91 79 66823399; �� [email protected]

�� U17122GJ2006PTC049073

��

The promoters of Evolutionary Systems Private Limited are Umang Tejkaran Nahata, Ummed Singh Nahata and Rakesh Raman.

��

Walker Chandiok & Co. LLP, Chartered Accountants, Firm Registration No. 001076N/N500013

�� 16[th] floor, Tower II, Indiabulls Finance Centre, SB Marg, Prabhadevi (W), Mumbai – 400 013, India. �� +91 22 6626 2699

��

Whether the company is compulsorily required to allot at least 75% of the net public offer to public, to qualified institutional buyers – Not Applicable

��

B-79

��

�� , since this abridged prospectus is prepared in relation to the Scheme.

��

The promoters of Evolutionary Systems Private Limited are Umang Tejkaran Nahata, Ummed Singh Nahata and Rakesh Raman.

�� ��	��	��	��
1.	Mr. Umang Tejkaran Nahata	Chartered Accountant	Mr. Umang Nahata is the founder and promoter of Evosys. He is a member of The Institute of Chartered Accountants of India. Mr. Nahata has held Senior Management positions in some of the well-known IT & Consulting companies. Mr. Nahata has always delivered beyond expectations & shown his outstanding consulting and business skills. Mr. Nahata, with his continuous effort & zeal, has consistently achieved success in all projects till date. He is presently the Chief Executive Officer (CEO) of the Company and handles all the management of the Company.
2.	Mr. Ummed Singh Nahata	Diploma in Finance Management	Mr. Ummed Singh Nahata is a former Director and the senior-most member of the Company. He is a Commerce graduate from the Bombay University and also Diploma in Finance Management. He has a diverse experience of more than three decades in the field of Finance Management and Social Work. He is lately associated with the Company for social causes and CSR activities.
3.	Mr. Rakesh Raman	Bachelor in Technology	Mr. Raman is a Director and Co-founder of Evosys. He is an Engineering Graduate from VJTI University, Mumbai. He has an experience of more than a decade in IT and ITES Industry and has also served in GTL Limited in his initial days. He specializes in Oracle Applications, Database Administration and Business Intelligence Implementations. His expertise in the area of technology & its implications on business scenarios has always made it possible to deliver beyond the expectations of clients. He currently heads the entire operations of the AMEA region handles all the operational aspects of the Company.

��

ESPL is engaged in the business of marketing, distributing, implementing and supporting the licensed Oracle based products and other business solutions all over the world.

B-80

��

�� ��	��	��	��
1.	Ashank Desai	Chairman	Mr. Desai is the Principal Founder and Former Chairman of Mastek and has more than 4 decades of rich and diverse experience in IT industry. Mr. Desai having been the CMD of Mastek and currently serving as Vice Chairman & Managing Director of Mastek, brings with him valuable experience in managing the issues faced by large and complex organisations. Mr. Desai also holds Directorship Position in Majesco Limited, NRB Bearings Limited, the listed Companies and also is a Director in Santacruz Electronics Export Manufacturers Association, National Association of Software and Service Companies, Indian Federation Against Software Theft, Wheels Global Foundation, Gurukul Knowledge Foundation, Pan IIT Alumni Reach for INDIA Foundation. Also, he is/ had been associated with different Associations, Foundations viz; Mastek Foundation, Avanshali Foundation, Founder Member of NASSCOM etc.; Mr. Desai was also the President of Asian-Oceanic Computing Industry Organization (ASOCIO). He has rich experience in various areas of business, technology, operations, societal and governance matters.
2.	Umang Nahata	CEO	Mr. Umang Nahata is the founder and promoter of Evosys. He is a member of The Institute of Chartered Accountants of India. Mr. Nahata has held Senior Management positions in some of the well-known IT & Consulting companies. Mr. Nahata has always delivered beyond expectations & shown his outstanding consulting and business skills. Mr. Nahata was previously employed with GTL Limited and KPIT Commins. Mr. Nahata, with his continuous effort & zeal, has consistently achieved success in all projects till date. He is presently the Chief Executive Officer (CEO) of the Company andhandles allthemanagement ofthe Company.

3.	S. Sandilya	Director	Mr. S. Sandilya is a Commerce Graduate from Madras University and holds an MBA from the Indian Institute of Management (IIM), Ahmedabad and he holds almost 5 (five) decades of rich and diverse professional experience. Mr. Sandilya is presently the Non-Executive Chairman of Eicher Group. He joined Eicher Group in 1975 and has held various responsibilities in the areas of Group Finance including Information Technology, Strategy and Planning, Manufacturing and General Management. Mr. Sandilya also holds directorship position in, GMR Infrastructure Limited, Rane Brake Lining Limited, the listed Companies and also is a Director in Lean Management Institute of India (Section 8 Company) and Mastek (UK) Limited. In past he had held Directorship Position in AIAM Private Limited, GMR Generation Assets Limited, Tube Investments of India Limited and Cholamandalam Financial Holdings Limited. He was the Group Chairman and Chief Executive for 6 (six) years before becoming the Non-Executive Chairman, the post he continues to hold.

B-81

�� ��	��	��	��
4.	Rajeev Grover	Director	Mr. Grover is a B. Com (Hons.) graduate from Shri Ram College of Commerce, University of Delhi. He is a member of The Institute of Chartered Accountants of India and The Institute of Company Secretaries of India and has over 3 decades of rich and diverse experience across Finance, Operations, General Management & Business Transformation across Professional Services and Financial Services organizations like Mercer Consulting, Hewitt Associates (now Aon Hewitt), eFunds Corp. (now part of FIS), GE Capital International Services (now Genpact) and American Express. He also holds directorship position in ExempServ Professional Services Private Limited and SOS Children’s Villages of India.
5.	Rakesh Raman	Director	Mr. Raman is a Director and Co-founder of Evosys. He is an Engineering Graduate from VJTI University, Mumbai. He has an experience of more than a decade in IT and ITES Industry and has also served in GTL Limited in his initial days. He specializes in Oracle Applications, Database Administration and Business Intelligence Implementations. His expertise in the area of technology & its implications on business scenarios has always made it possible to deliver beyond the expectations of clients. He currently heads the entire operations of the AMEA region handles all the operational aspects of the Company.

��

The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.
The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia, to result in:
i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals.
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and
The proposed Scheme is in the interest of the shareholders, creditors, employees, and other stakeholders in the Demerged Company and the Resulting Companies.

B-82

��

Shareholding Pattern of ESPL

��	�� ��	��
Umang Tejkaran Nahata	36,16,000	36.16
Ummed Singh Nahata	27,12,000	27.12
Rakesh Raman	27,12,000	27.12
Sunil Kothari	4,80,000	4.80
Yashodhar Bhinde	4,80,000	4.80
��	��	��

Note: Since no shares are being issued by ESPL pursuant to the Scheme, the pre and post shareholding pattern of ESPL shall remain the same.

		��	��	��	��	��	��	��	��

�� �� Total Income from Operations (net) Profit/(Loss) before Tax and Extraordinary Items Profit/(Loss) after Tax and Extraordinary Items Equity Share Capital Reserves and Surplus Net Worth		�� �� �� 96,61,37,898 15,86,85,728 11,77,00,703 10,00,00,000 40,15,32,420 50,15,32,420		�� 1,43,53,40,037 4,59,73,32,095 3,79,16,04,105 10,00,00,000 28,99,18,009 38,99,18,009		�� 97,29,11,281 12,57,45,331 8,55,77,922 10,00,00,000 33,89,21,605 43,89,21,605		�� 71,20,69,358 9,60,19,407 6,75,34,345 10,00,00,000 23,26,61,908 33,26,61,908		�� 53,67,49,085 2,19,27,630 1,03,72,705 10,00,00,000 15,64,65,419 25,64,65,419		�� 44,10,92,538 4,25,14,607 2,64,18,018 10,00,00,000 12,72,08,273 22,72,08,273
Basic Earnings per share Diluted Earnings per Share Return on Net Worth NetAsset Value pershare		11.77 11.77 23.47% 50.15		379.16 379.16 972.14% 38.99		8.56 8.56 19.50% 43.89		6.75 6.75 19.29% 33.27		1.04 1.04 4.04% 25.64		2.64 2.64 11.63% 22.72

�� �� Total Income from Operations (net)	�� �� �� N.A.*		�� N.A.*		�� 41,791,68,632		�� 2,96,97,19,311		�� 1,81,62,57,665		�� 1,59,47,60,495
Profit/(Loss) before Tax and Extraordinary Items					95,16,72,724		22,07,64,334		23,25,670		21,91,89,675
Profit/(Loss) after Tax and Extraordinary Items					78,19,12,171		16,12,01,765		(1,19,46,432)		19,45,70,514
Equity Share Capital					10,00,00,000		10,00,00,000		10,00,00,000		10,00,00,000
Reserves and Surplus					1,82,84,17,632		1,16,89,51,818		99,88,18,886		1,03,08,51,835
Net Worth					1,92,84,17,632		1,26,89,51,818		1,09,88,18,886		1,13,08,51,835
Basic Earnings per share (Rs.)					78.19		16.12		(1.19)		19.46
Diluted Earnings per Share (Rs.)					78.19		16.12		(1.19)		19.46
Return on Net Worth (%)					40.55		12.72		(1.09)		17.21
Net Asset Value per share (Rs.)					192.84		126.90		109.88		113.08

B-83

Pursuant to the ongoing scheme of arrangement entered by the Company with Mastek Limited, Trans American Information Systems Private Limited (TAISPL) and its creditors and shareholders, the financial statements of the Company along with its subsidiaries as on March 31, 2020 were consolidated with Mastek Limited.
The Financials mentioned were prepared in accordance with old accounting standards whereas the same financials were again prepared in the next financial year for the purpose of comparison and calculated as per the Ind-AS accounting standards. Hence, there is the difference between the financials of the same year but prepared in different years.
�� Standalone financials dated December 31, 2020 are for nine months and un-audited in nature and not annualised.

NOTE: Net Worth is computed as defined under Regulation 2(1)(hh) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

NOTE: Return on Net Worth is calculated as Profit after Tax divided by Net Worth.

NOTE: Net Asset Value per share is calculated as difference between Total Assets and Total Liabilities, which is divided by the number of shares issued, subscribed and paid-up.

��

Implementation of the Scheme completely depends upon the approval of the regulatory authorities. Any modification / revision by the competent authorities may delay the completion of the process.

��

A. Total number of outstanding litigations against and by ESPL and amount involved are as under –

��	��	��
Civil and Economic Matters	1	-
Criminal Matters	-
Labor Claims, Winding up petitions or closure	15	32.95
Overseas Litigation matters	3	827.90
SEBI or other regulatory matters	-
Security Matters	-
Statutory Obligations	-
��	��	��

��

�� – The Scheme was approved by the Board of Directors of ESPL, TAISPL and Mastek on February 08, 2020 respectively. The Scheme is subject to approvals from the SEBI, Shareholders, Stock Exchanges, National Company Law Tribunal, Regional Director & Registrar of Companies.
�� – Valuation Report and Fairness Opinion
�� :
Memorandum & Articles of Association
Financial Statements & latest Shareholding Pattern
Draft Scheme of Arrangement
Valuation Report and Fairness Opinion pursuant for the Scheme

B-84

��

�� Ahmedabad �� April 19, 2021

B-85

‘‘Annexure 12’’

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APPLICABLE INFORMATION IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

(AS PROVIDED IN PART E OF SCHEDULE VI OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENT) REGULATIONS, 2018)

THIS ABRIDGED PROSPECTUS CONTAINS 6 PAGES PLEASE MAKE SURE YOU HAVE RECEIVED ALL THE PAGES

Trans American Information Systems Private Limited

Registered Office: 804/805 President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ahmedabad380006, Gujarat, India

Telephone: 91-79-2656-4337; Email: [email protected] CIN: U51505GJ1999PTC112745

Contact Person: Rabindar Kumar Mahato

PROMOTERS OF TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED

The promoter of Trans American Information Systems Private Limited is Mastek Limited since it is a wholly-owned subsidiary of Mastek Limited.

SCHEME DETAILS, LISTING AND PROCEDURE

Such equity shares (issued by the Mastek to the relevant equity shareholders of ESPL) will be listed and admitted for trading on the Stock Exchanges.

PROCEDURE

STATUTORY AUDITORS OF TAISPL

ELIGIBILITY FOR THE ISSUE

Whether the Company is compulsorily required to allot at least 75% of the net public offer to public, to qualified institutional buyers – Not Applicable

INDICATIVE TIMELINE

B-89

GENERAL RISKS

Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity of the Issuing Company unless they can afford to take the risk of losing their entire investment. Shareholders are advised to read the risk factors carefully before taking an investment decision in relation to the Scheme. For taking an investment decision, shareholders must rely on their own examination of the Company and the Scheme including the risks involved. The equity shares being offered in the Scheme have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the Abridged Prospectus. The Scheme does not envisage any issue to the public at large. Shareholders are advised to refer the title “Internal Risk Factors” on Page No. 5 of the Abridged Prospectus before making an investment in this Scheme.

PRICE INFORMATION OF TAISPL

Not Applicable, since this abridged prospectus is prepared in relation to the Scheme.

PROMOTERS OF TAISPL

The promoter of Trans American Information Systems Private Limited is Mastek Limited since it is a wholly-owned subsidiary of Mastek Limited.

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B-90

BUSINESS MODEL / BUSINESS OVERVIEW AND STRATEGY

TAISPL is engaged in the business of providing IT services in the areas like e-commerce website implementation, support, maintenance, and other complimentary services.

BOARD OF DIRECTORS OF TAISPL

Sr. No.	Name	Designation	Experience including current / past position held in other firms
1.	Ashank Datta Desai	Director	Mr. Desai is the Principal Founder and Former Chairman of Mastek and has more than 4 decades of rich and diverse experience in IT industry. Mr. Desai having been the CMD of Mastek and currently serving as Vice Chairman & Managing Director of Mastek, brings with him valuable experience in managing the issues faced by large and complex organisations Mr. Desai has significant experience due to his status as a prominent figure in both India and global IT arena. Mr. Desai, a founding member of NASSCOM, was also the President of Asian-Oceanic Computing Industry Organization (ASOCIO). He has rich experience in various areas of business, technology, operations, societal and governance matters. Mr. Desai also holds Directorship Position in Majesco Limited, NRB Bearings Limited, the listed Companies and also is a Director in Evolutionary Systems Private Limited, Santacruz Electronics Export Manufacturers Association, National Association of Software and Service Companies, Indian Federation Against Software Theft, Wheels Global Foundation, Gurukul Knowledge Foundation, Pan IIT Alumni Reach for INDIA Foundation. Also, he is/ had been associated with different Associations, Foundations viz; Mastek Foundation, Avanshali Foundation,Founder Member of NASSCOM etc.;
2.	Rabindar Kumar Mahato	Director	Mr. Rabindar Kumar Mahato was appointed as Board Member of the Company in the year 2000. Mr. Mahato, is a Commerce graduate from University of Calcutta and he has 26 years of professional experience with various responsibilities of supporting and managing all hands - on operational aspects of the Company’s business. Currently, he is handling issuesrelatedtoAccounts, banking,Legal mattersandrelatedissues.
3.	Rakesh Chandra Singh	Director	Mr. Rakesh Chandra Singh was appointed as a Board Member of the Company in the year 2000. Mr. Singh is a graduate from Garhwal University and he has 25 years of professional experience and has handled various responsibilities of supporting and managing all hands-on operational aspects of the Company’s IT related business. Currently, he is managing the integration and streamlining of the support systems and services, ensuring compliances, assures protection for the assets of the business through internal control & efficient administration.

OBJECTS/ RATIONALE OF THE SCHEME

�� The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.

B-91

�� The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
�� The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia, to result in:
i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals.
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and

The proposed Scheme is in the interest of the shareholders, creditors, employees, and other stakeholders in the Demerged Company and the Resulting Companies.

EQUITY SHAREHOLDING PATTERN OF TAISPL (Pre and Post Arrangement)

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CCPS SHAREHOLDING PATTERN OF TAISPL (Pre and Post Arrangement)

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@ For Nine months and Un-Audited in nature and not annualised.

NOTES:

Net Worth is computed as defined under Regulation 2(1)(hh) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
Return on Net Worth is calculated as Profit after Tax divided by Net Worth.
Net Asset Value per share is calculated as difference between Total Assets and Total Liabilities, which is divided by the number of shares issued, subscribed and paid-up.

INTERNAL RISK FACTORS

Implementation of the Scheme completely depends upon the approval of the regulatory authorities. Any modification / revision by the competent authorities may delay the completion of the process.

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SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against and by TAISPL and amount involved are as under –

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ANY OTHER IMPORTANT INFORMATION OF TAISPL

Authority for the issue – The Scheme was approved by the Board of Directors of ESPL, TAISPL and Mastek on February 08, 2020 respectively. The Scheme is subject to approvals from the SEBI, Shareholders, Stock Exchanges, National Company Law Tribunal, Regional Director & Registrar of Companies.
Expert Opinion obtained, if any – Valuation Report and Fairness Opinion
Material Contracts and Documents for Inspection:
Memorandum & Articles of Association
Financial Statements & latest Shareholding Pattern
Draft Scheme of Arrangement
Share Valuation Report and Fairness Opinion pursuant for the Scheme

DECLARATION

We hereby declare that all relevant provisions of the Companies Act, 1956 & Companies Act, 2013 and the guidelines/ regulations issued by the Government of India or the guidelines/ regulations issued by SEBI, established under Section 3 of the Securities and Exchange Board of India Act, 1992 as the case may be, have been complied with and no statement made in this abridged prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true & correct.

For Trans American Information Systems Private Limited

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Ashank Desai Director (DIN: 00017767)

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Dinesh Kalani

Company Secretary – Mastek Limited

Place: Mumbai Date: April 15, 2021

B-94

‘‘Annexure 13’’

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‘‘Annexure 14’’

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‘‘Annexure 15’’

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‘‘Annexure 16’’

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‘‘Annexure 18’’

MASTEK LIMITED

PROVISIONAL STANDALONE BALANCE SHEET AS AT DECEMBER 31, 2020

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MASTEK LIMITED PROVISIONAL STANDALONE BALANCE SHEET AS AT DECEMBER 31, 2020	��	��
Note	As at
	December 31,2020	March 31,2020
ASSETS Non-current assets Property plant and equipment,net 3(a)(i) Capital work-in-progress Right-of-use assets 3(b) Investment Property 3(c) Intangible assets, net 3(a)(ii) Investment in subsidiaries 3(d) Financial assets Investments 4(a) Loans 4(b) Other financial assets 4(c) Current tax assets, net Deferred tax assets, net Other non-current assets 5 Total non-current assets Current assets Financial assets Investments 6(a) Trade receivables 6(b) Cash and Cash equivalents 6(c)(i) Bank balances, other than cash and cash equivalent 6(c)(ii) Loans 6(d) Other financial assets 6(e) Other current assets 7 Total current assets Total assets EQUITY AND LIABILITIES Equity Equity Share capital 8 Other equity 9 Total Equity LIABILITIES Non-current liabilities Financial liabilities Borrowings 10(a) Other financial liabilities 10(b) Provisions 11 Total non-current liabilities Current liabilities Financial liabilities Trade payables 12(a) Dues of micro and small enterprises Dues of creditors other than micro and small enterprises Other current financial liabilities 12(b) Other current liabilities 13 Provisions 14 Total current liabilities Total Equity and Liabilities	2,905 139 105 458 34 1,403 4,476 107 427 193 3,018 127	3,184 167 134 485 200 1,403 3,844 88 772 1,269 2,816 105
	13,392	14,467
	14,537 3,414 2,626 51 15 805 1,284	12,190 2,561 2,018 64 13 1,333 980
	22,732	19,159
	36,124	33,626
	1,247 26,012	1,214 25,698
	27,259	26,912
	101 1,207 1,363	113 987 990
	2,671	2,090
	- 93 5,374 585 142	1 111 3,746 555 211
	6,195	4,624
	36,124	33,626

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B-234

MASTEK LIMITED

PROVISIONAL STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED DECEMBER 31, 2020

	��	��
Note	Year ended
	December 31,2020	March 31,2020
INCOME Revenue from operations 15 Other income 16 Total Income EXPENSES Employee benefits expenses 17 Finance costs 18 Depreciation and amortization expenses 19 Other expenses 20 Total Expenses Profit before tax Exceptional items - loss Profit before tax Tax expense / (credit) Current tax Deferred tax charge Income tax relating to earlier years Total tax expense Profit after tax for the year Other comprehensive income (OCI) Items that will not be reclassified subsequently to the statement of profit or loss: Defined benefit plan actuarial gains/ (losses) Income tax relating to the above items, (expense) / credit Items that will be reclassified subsequently to the statement of profit and loss: Net change in fair value of forward contracts designated as cash flow hedges Net change in fair value of financial instruments Income tax relating to the above items, expense Total other comprehensive Income for the year Total comprehensive income for theyear	12,831 3,127	16,344 4,886
	15,958	21,230
	9,945 33 836 1,905	12,364 45 1,113 3,642
	12,719	17,164
	3,239	4,066
	700	683
	2,539	3,383
	781 (64) 730	869 (231) -
	1,447	638
	1,092	2,745
	(26) 7 (759) 198 164	8 (3) (111) 319 (61)
	(416)	152
	676	2,897

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B-235

MASTEK LIMITED

Notes to the Standalone Financial Statements for the period April 1, 2020 to December 31, 2020

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Non-current assets

3(c). Investmentproperty	As at	As at
	December 31,2020	March 31,2020
(A) Investment property (at cost less accumulated depreciation) Gross block Opening Additions Closing Less : Accumulated depreciation Opening Depreciation on transfer from fixed asset Depreciation for the year Closing Net block	1,136 -	2 1,134
	1,136	1,136
	651 - 27	2 613 36
	678	651
	458	485
Aggregate amount of investment property
3(d). Investment in Subsidiaries at cost(unquoted)	As at
	December 31,2020	March 31,2020
Mastek (UK) Limited 200,000 (March 31, 2020 - 200,000) equity shares of £ 1 each, fully paid up Trans American Information Systems Private Limited 34,520 (March 31, 2020 - 34,520) equity shares of Rs. 10 each, fully paid up	216 1,187	216 1,187
	1,403	1,403
4 Financial assets
a. Investments	As at
	December 31,2020	March 31,2020
(A) Investment in share warrant at FVTPL (unquoted): (B) Investment in mutual funds at FVOCI (unquoted): (C) Investment in term deposit at cost (unquoted): (D) Investment in bonds at cost (unquoted): Aggregate market value of unquoted investment (A + B + C + D)	- 4,197 120 159	- 3,708 30 106
	4,476	3,844

b. Loans	As at
	December 31,2020	March 31,2020
Unsecured, Considered good Security deposits	107	88
	107	88

c. Other financial assets	As at
	December 31,2020	March 31,2020
Advances to employees Foreign exchange forward contract Guarantee commission receivable	4 - 423	4 116 652
	427	772

5 Other non-current assets	As at
	December 31,2020	March 31,2020
Capital advances Prepaid expenses Other advances	9 22 96	8 1 96
	127	105
Current assets 6 Financial assets
a. Investments	As at
(i) Investment in mutual funds (ii) Investment in term deposit at cost (unquoted):	December 31,2020	March 31,2020
	10,516 4,021	9,865 2,325
	14,537	12,190

b. Trade receivables	As at
	December 31,2020	March 31,2020
Unsecured Considered Good Considered Doubtful Less: Allowance for doubtful debts	3,414 1,073 (1,073)	2,561 1,060 (1,060)
	3,414	2,561

B-236

MASTEK LIMITED

Notes to the Standalone Financial Statements for the period April 1, 2020 to December 31, 2020

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c. Cash and Cash Equivalents	As at	As at
	December 31,2020	March 31,2020
(i)Cash and cash equivalents Cash on hand Bank balances In current accounts (ii)Other bank balances Unclaimed dividend account	1 2,625	1 2,017
	2,626	2,018
	51	64
	51	64
	2,677	2,082

d. Loans	As at
	December 31,2020	March 31,2020
Unsecured, Considered good Security deposits	15	13
	15	13

e. Other financial assets	As at
	December 31,2020	March 31,2020
Advances to employees Interest accrued on fixed deposits Deposit Foreign exchange forward contract Guarantee Commission Receivable Rent receivables Other receivables Other receivable from subsidiary, net	23 205 2 - 312 54 30 179	42 121 2 121 345 100 33 569
	805	1,333

7 Other current assets	As at
	December 31,2020	March 31,2020
Unbilled Revenue Prepaid expenses Input tax credit receivable Advances to suppliers Interest on Income tax refunds Others	239 174 395 188 175 114	227 157 337 39 110 110
	1,284	980

8 Equity Share capital	As at
	December 31,2020	March 31,2020
Authorised: 40,000,000 (December 31, 2019: 40,000,000; March 31, 2020: 40,000,000) equity shares of Rs. 5/- each 2,000,000 (December 31, 2019: 2,000,000; March 31, 2020: 2,000,000) preference shares of Rs. 100/- each Issued, subscribed and fully paid up : (March 31, 2020 :24,289,472) equity shares of Rs. 5/- each fully paid	2,000 2,000	2,000 2,000
	4,000	4,000
	1,247	1,214
	1,247	1,214

9 Other equity	As at
	December 31,2020	March 31,2020
a) Capital redemption reserve b) Security premium c) Employee stock options outstanding account d) Retained earnings e) Other item of other comprehensive income Non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares. Retained earnings comprises of the prior year's undistributed earning after taxes increased by undistributed profits for the year. Other item of other comprehensive income consist of FVOCI financial assets and financial liabilities and remeasurement of defined benefit assets and liability. Amount received (on issue of shares) in excess of the par value has been classified as securities premium. The share option outstanding account is used to record the value of equity-settled share based payment transactions with employees. The amounts recorded in this account are transferred to share premium upon exercise of stock options by employees. In case of forfeiture, corresponding balance is transferred to general reserve.	1,539 3,542 2,386 17,735 809	1,539 2,716 2,223 17,995 1,225
	26,012	25,698

B-237

MASTEK LIMITED

Notes to the Standalone Financial Statements for the period April 1, 2020 to December 31, 2020

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Non-current Liabilities 10 Financial Liabilities	As at	As at
a. Borrowings	December 31,2020	March 31,2020
Secured Vehicle loans from financial institution [Refer note (i) below]	101	113
	101	113

b. Other financial liabilities	As at
	December 31,2020	March 31,2020
Security and other deposits Guarantee Liability payable Lease liability Foreign exchange forward contract	150 598 64 395	127 771 89 -
	1,207	987

11 Provisions	As at
	December 31,2020	March 31,2020
Provision for employee benefits Provision for gratuity [Refer Note 22] Provision for leave entitlement Other provisions Provision for cost overrun on contracts	582 461 320	363 307 320
	1,363	990
Current Liabilities 12 Financial liabilities	As at
a. Tradepayables	December 31,2020	March 31,2020
Trade payables	93	178
	93	178

b. Other financial liabilities	As at
	December 31,2020	March 31,2020
Current maturities of vehicle loans from financial institutions (Secured) (Refer note 10 (a)) Unclaimed dividends (Refer note (a) below) Security and other deposits Lease liability Other payables Employee benefits payable Accrued expenses Foreign exchange forward contract Guarantee Liability payable	56 51 2 49 1,993 2,864 129 230	47 64 2 50 1,282 2,070 - 231
	5,374	3,746

13 Other current liabilities	As at
	December 31,2020	March 31,2020
Contract liabilities Statutory dues (including stamp duty, provident fund and tax deducted at source) Capital creditors Deferred rent	173 365 4 43	103 394 11 47
	585	555

14 Provisions	As at
	December 31,2020	March 31,2020
Provision for employee benefits Provision for leave entitlement	142	211
	142	211

15 Revenue from operations	For the year ended
	December 31,2020	March 31,2020
Information technology services	12,831	16,344
	12,831	16,344

16 Other income	For the year ended
	December 31,2020	March 31,2020
Interest income -On fixed deposits -On others -On guarantee given Profit on sale of current investments Rental income Profit on sale of tangible assets, net Net gain on foreign currency transactions and translation Dividend income from Mastek UK Limited, subsidiary Guarantee commission Others	127 146 75 590 314 3 215 1,345 173 139	240 4 60 616 264 - 127 3,142 104 329
	3,127	4,886

B-238

MASTEK LIMITED

Notes to the Standalone Financial Statements for the period April 1, 2020 to December 31, 2020

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17 Employee benefits expenses	For the year ended	For the year ended
	December 31,2020	March 31,2020
Salaries, wages and performance incentives Gratuity(Refer Note 22) Employee stock compensation expenses Staff welfare expense 18 Finance costs Contribution to provident and other funds	9,004 194 345 230 171	11,009 236 457 370 292
	9,945	12,364

	For theyear ended
	December 31,2020	March 31,2020
Interest on finance lease Bank charges Other finance charges 19 Depreciation and amortisation expenses	10 4 19	16 9 20
	33	45

	For theyear ended
	December 31,2020	March 31,2020
Depreciation on tangible assets Depreciation on ROU assets Amortisation on intangible assets Depreciation on investment property	530 29 250 27	746 30 301 36
	836	1,113

20 Other expenses	For theyear ended
	December 31,2020	March 31,2020
Recruitment and training expenses Travelling and conveyance Communication charges Electricity Consultancy and sub-contracting charges Audit fees (Refer note 35) Rates and taxes Repairs to buildings Repairs : others Insurance Printing and stationery Purchase of hardware and software Professional fees Rent Advertisement and publicity Receivables, loans and advances doubtful of recovery / written off (net of recoveries) Bad debt written off Hire charges Provision for cost overrun on contracts, net Expenditure towards corporate social responsibility (CSR) activities (Refer note 36) Loss on sale of tangible assets, net Miscellaneous expenses	93 167 151 92 163 18 56 164 274 82 2 51 405 38 16 64 - 13 - 48 - 10	181 450 135 200 279 36 99 337 462 83 14 366 418 42 46 181 10 71 45 113 19 54
	1,905	3,642

B-239

MASTEK LIMITED

Notes to the Standalone Financial Statements for the year ended DECEMBER 31, 2020

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3(a)(i) Property plant and equipment

		Gross Blo	ck(at cost)			Depreciation an	d amortisation		Net Blo	ck
	As at April 1, 2020	Additions	Deletions / adjustment	As at September 31, 2020	As at April 1, 2020	For the year	Deletions / adjustment	As at September 31, 2020	As at September 31, 2020	As at March 31, 2020
a. Own assets :
Buildings	3,601			3,601	1,635	101		1,736	1,865	1,966
Computers	2,135	211	(381)	1,965	2,093	77	(382)	1,788	176	43
Plant and equipment	2,187	8	(36)	2,160	2,007	61	(36)	2,032	128	180
Furniture and fixtures	4,388		(56)	4,332	4,081	127	(56)	4,152	179	306
Vehicles	399	23		422	210	51		261	160	189
Office equipment	1,684	8	(28)	1,664	1,270	105	(27)	1,347	317	414
Total( A)	14,394	250	(501)	14,142	11,296	522	(501)	11,317	2,825	3,098

b. Leased assets :
Leasehold land	386	-	-	386	311	-	-	311	75	75
Leasehold improvements	328	-	-	328	323	1	-	324	4	5
Vehicles	77	-	(19)	59	71	6	(19)	59	0	6
Total( B)	791	-	(19)	773	705	7	(19)	694	79	86

Total( A + B)	15,185	250	(520)	14,915	12,001	530	(520)	12,011	2,904	3,184
Intangible assets
		Gross Blo	ck(at cost)			Amorti	sation		Net Blo	ck
	As at April 1, 2020	Additions	Deletions / adjustment	As at September 31, 2020	As at April 1, 2020	For the year	Deletions / adjustment	As at September 31, 2020	As at September 31, 2020	As at March 31, 2020
Computer softwares	3,377	84	(2,807)	654	3,177	250	(2,807)	620	34	200
Total	3,377	84	(2,807)	654	3,177	250	(2,807)	620	34	200
Right-of-use assets
		Gross Blo	ck(at cost)			Deprec	iation		Net Blo	ck
	As at April 1, 2020	Additions	Deletions / adjustment	As at September 31, 2020	As at April 1, 2020	For the year	Deletions / adjustment	As at September 31, 2020	As at September 31, 2020	As at March 31, 2020
Building	164	-	-	164	30	29		60	105	134
Total	164	-	-	164	30	29	-	60	105	134
Fixed assets for previous year ende Property plant and equipment	d March 31, 2020

	Gross Block(at cost)	Gross Block(at cost)	Gross Block(at cost)	Gross Block(at cost)	Depreciation and amortisation	Depreciation and amortisation	Depreciation and amortisation	Depreciation and amortisation	Net Block	Net Block
	As at April 1, 2019	Additions	Deletions / adjustment	As at March 31, 2020	As at April 1, 2019	For the year	Deletions / adjustment	As at March 31, 2020	As at March 31, 2020	As at March 31, 2019
a. Own assets :
Buildings *	4,737	-	(1,136)	3,601	2,116	134	(615)	1,635	1,966	2,621
Computers	2,185	16	(66)	2,135	2,046	112	(66)	2,093	43	139
Plant and equipment	2,269	13	(95)	2,187	2,013	87	(93)	2,007	180	256
Furniture and fixtures	4,735	17	(364)	4,388	4,230	190	(338)	4,081	306	505
Vehicles	409	38	(48)	399	173	78	(41)	210	189	236
Office equipment	1,820	107	(243)	1,684	1,373	138	(241)	1,270	414	447
Total( A)	16,155	191	(1,952)	14,393	11,951	739	(1,394)	11,296	3,098	4,204

b. Leased assets :
Leasehold land	386	-	-	386	311	-	-	311	75	75
Leasehold improvements	328	-	-	328	322	1	-	323	5	6
Vehicles	88	-	(11)	77	76	6	(11)	71	6	12
Total( B)	802	-	(11)	791	709	7	(11)	705	86	93

Total( A + B)	16,957	191	(1,963)	15,185	12,660	746	(1,405)	12,001	3,184	4,297
Intangible assets
	Gross Block(at cost)				Amortisation				Net Block
	As at April 1, 2019	Additions	Deletions / adjustment	As at March 31, 2020	As at April 1, 2019	For the year	Deletions / adjustment	As at March 31, 2020	As at March 31, 2020	As at March 31, 2019
Computer softwares	3,101	276	-	3,377	2,876	301	-	3,177	200	225
Total	3,101	276	-	3,377	2,876	301	-	3,177	200	225
Right-of-use assets	20,058.00 15,536.00
	Gross Block(at cost)				Depreciation				Net Block
	As at April 1, 2019	Additions	Deletions / adjustment	As at March 31, 2020	As at April 1, 2019	For the year	Deletions / adjustment	As at March 31, 2020	As at March 31, 2020	As at March 31, 2019
Building	-	164	-	164	-	30	-	30	134	-
Total	-	164	-	164	-	30	-	30	134	-

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B-242

AI assistant

Mastek Limited — M&A Activity 2021

62169_rns_2021-04-23_75bbac15-9069-462e-b95b-13fc1d79f6ce.pdf

Sub: Notice of the Tribunal Convened Meetings of the Equity Shareholders and the Unsecured Creditors of Mastek Limited (“the Company”).

Ref: In the matter of the Scheme of Arrangement between Evolutionary Systems Private Limited, Trans American Information Systems Private Limited and Mastek Limited and their respective Shareholders and Creditors.

MASTEK LIMITED

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF MASTEK LIMITED

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH AT AHMEDABAD

CA (CAA) NO. 18(AHM)2021

IN THE MATTER OF THE COMPANIES ACT, 2013;

AND

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

BETWEEN

AND

AND

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

MASTEK LIMITED

To,

All the Equity Shareholders of Mastek Limited (“Applicant Company/ Company”)

Sd/S. Sandilya

Chairperson appointed by the Hon’ble NCLT for the Meeting

Registered Office:

NOTES:

11. VOTING OPTIONS

A. The instructions of the e-Voting are as under:

Details on Step 1 is mentioned below:

Details on Step 2 is mentioned below:

For e-Voting:

For VC/OAVM:

5. Speaker Registration before the Meeting

13. THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE MEETING ARE AS UNDER

General Guidelines for Members:

14. GENERAL INFORMATION FOR MEMBERS

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH AT AHMEDABAD

CA (CAA) NO. 18(AHM)2021

IN THE MATTER OF THE COMPANIES ACT, 2013;

AND

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

BETWEEN

AND

AND

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

MASTEK LIMITED

….. Applicant Company/ Company

PARTICULARS OF EVOLUTIONARY SYSTEMS PRIVATE LIMITED (“ESPL”)

PARTICULARS OF TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED (“TAISPL”)

Note:

PARTICULARS OF MASTEK LIMITED (“MASTEK”)

Note:

21. RATIONALE OF THE SCHEME

22. SALIENT FEATURES OF THE SCHEME

12.1 In the books of the Demerged Company:

12.2 In the books of the Resulting Company:

12.2.1 Mastek

12.2.2 TAISPL

23. DETAILS OF DIRECTORS

24. CORPORATE APPROVALS

25. APPROVALS AND ACTIONS TAKEN IN RELATION TO THE SCHEME

26. CAPITAL STRUCTURE PRE AND POST ARRANGEMENT

Note:

27. PRE AND POST ARRANGEMENT OF SHAREHOLDING PATTERN

Due to demise of Ms. Avanti Desai the shares held by her, have been transmitted to her mother Mrs. Padma Desai.

28. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

29. GENERAL

Sd/S. Sandilya Chairperson appointed by the Hon’ble NCLT for the Meeting

Registered Office:

SCHEME OF ARRANGEMENT

BETWEEN

EVOLUTIONARY SYSTEMS PRIVATE LIMITED

TRANS AMERICAN INFORMATION SYSTEMS PRIVATE LIMITED

AND

A. PREAMBLE

B. BACKGROUND OF THE COMPANIES

C. RATIONALE OF THE SCHEME

Mastek Limited M&A Activity 2021

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