Mastek Limited — M&A Activity 2022

Jul 18, 2022

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SEC/39/2022-23 July 18, 2022

Listing DepartmentBSE Limited25th Floor, Phiroze Jeejeebhoy TowersDalal Street, FortMumbai - 400 001Tel No.: 022- 22723121SCRIP CODE: 523704	Listing DepartmentThe National Stock Exchange of India LimitedExchange Plaza, C-1, Block G,Bandra Kurla Complex,Bandra (E), Mumbai - 400 051Tel No.: 022- 26598100SYMBOL: MASTEK

Dear Sir / Madam,

Sub: Approval of proposal for the acquisition of 100% Membership Interest in Metasoftech Solutions LLC by Mastek Inc. - (Wholly Owned First Level Step down Subsidiary of the Company). Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

With reference to the above-cited Regulation, the Company’s Wholly Owned First Level Step-down Subsidiary i.e. Mastek Inc. has informed that it has, at its meeting held on July 18, 2022, approved to sign of the definitive agreement to acquire the 100% Membership Interest of Metasoftech Solutions LLC (“MST USA”) . The transaction will be completed, subject to satisfactory fulfillment and accomplishment of certain conditions precedent, completion of customary agreements, corporate and regulatory approvals under applicable laws.

The Board of Directors of the Company at their meeting held today has noted the above decision taken by Mastek Inc. Wholly Owned First Level Step-down Subsidiary.

We are enclosing herewith the prescribed information pursuant to Regulation 30(9) and Schedule III of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, pertaining to the disclosure by the listed entity of all events or information with respect to subsidiaries that are material for the listed entity as “Annexure I”.

We are further enclosing herewith the prescribed information pursuant to Regulation 30(4) and Para A of Part A of Schedule III read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, pertaining to the disclosure by the listed entity for entering into agreements that impacts the management and control of the listed entity as “Annexure II”.

Kindly take the same on record.

.

Thanking you. Yours Truly

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Encl: A/A

Mastek Limited

804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad – 380 006 Tel: +91-79-2656-4337 | Email: info@mastek.com | Web: www.mastek.com | CIN: L74140GJ1982PLC005215

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ANNEXURE I

Disclosure of Event and information pursuant to Regulation 30 (9) and Schedule III of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015.

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----- Start of picture text ----- Sr. No. Particulars Details1. Name of the target entity, details in brief such as Metasoftech Solutions LLC (MST USA) – is based in Chandler,size, turnover, etc. AZ, USA, and is an independent Salesforce consulting partner inthe American Southwest region. MST USA is a trusted partner to anumber of Fortune 1000 and large enterprise clients. MST USA hasbuilt a strong reputation for itself, especially in the Healthcare,Public Sector, and Manufacturing Industry verticals. The entirebusiness is to be acquired by Wholly Owned First Level Step-downSubsidiary Mastek Inc.MST USA has an aggregate workforce of 320+ employees whichincludes on-shore employees and off-shore employees of 100%subsidiary based out of India.For the Last 12 Months ended June 30, 2022, the turnover of theCompany was USD 29.4 million (Estimated) and for the FinancialYear ended December 31, 2021, the turnover revenue of theCompany was USD 24.6 million.2. Whether the acquisition would fall within related The promoter / promoter group has no interest in Metasoftechparty transaction(s) and whether the promoter/ Solutions LLC.promoter group/ group companies have any interestin the entity being acquired? If yes, nature of interestand details thereof and whether the same is done at“arm’s length”?3. The industry to which the entity being acquired Software Services and IT Consultingbelongs4. Objects and effects of acquisition i.e. impact of the Mastek’s Business Outcomes and Industry First DNA paired withsaid transaction (including but not limited to, MST USA’s Salesforce-led innovation capabilities will strengthendisclosure of reasons for the acquisition of target the value we will deliver to our customers and help them in theirentity, if its business is outside the main line of journey to Decomplex Digital. This acquisition is expected tobusiness of the listed entity) significantly increase our market share in existing accounts acrossindustries in the Americas and provide a foundation to scale ourDigital Transformation business globally. 5. Brief details of any governmental or regulatory Noneapprovals required for the acquisition6. The indicative time period for completion of the Closing is expected to be completed on or before August 31, 2022,acquisition or within extended time as may be mutually agreed.7. Nature of consideration - whether cash All Cashconsideration or share swap and details of the same8. Cost of acquisition or the price at which the shares Upfront consideration USD 76.6 million; Earnout – between USDare acquired 0 to USD 35 million, subject to achieving targets.9. Percentage of shareholding / control acquired and / 100% Membership Interestor number of shares acquired----- End of picture text -----

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Mastek Limited

804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad – 380 006 Tel: +91-79-2656-4337 | Email: info@mastek.com | Web: www.mastek.com | CIN: L74140GJ1982PLC005215

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----- Start of picture text ----- Sr. No. Particulars Details10. Brief background about the entity acquired in terms BRIEF BACKGROUNDof products/line of business acquired, date ofincorporation, history of last 3 years turnover, the Metasoftech Solutions LLC (MST USA) is based in Chandler, AZ,country in which the acquired entity has presence, USA and is an independent Salesforce consulting partner in theand any other significant information (in brief) American Southwest region. MST USA is a trusted partner to anumber of Fortune 1000 and large enterprise clients. MST USA hasbuilt a strong reputation for itself, especially in the Healthcare,Public Sector, and Manufacturing Industry verticals.Mastek Limited through its Wholly Owned First Level Step-downSubsidiary Mastek Inc. will acquire Metasoftech Solutions LLC.The Turnover of Metasoftech Solutions LLC for the last 3years are as follows:Financial Year Amount (USD)As on December 31, 2019 21.5 millionAs on December 31, 2020 22.0 millionAs on December 31, 2021 24.6 millionAs on June 30, 2022 (Last 12 Months) 29.4 million(Estimated)----- End of picture text -----

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Mastek Limited

804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad – 380 006 Tel: +91-79-2656-4337 | Email: info@mastek.com | Web: www.mastek.com | CIN: L74140GJ1982PLC005215

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ANNEXURE II

Disclosure of Event and information pursuant to Regulation 30 (4) and Schedule III of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015.

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----- Start of picture text ----- Sr. No. Particulars Details1. Name of the target entity with whom the agreement is Metasoftech Solutions LLCentered2. Purpose of entering into the agreement Mastek’s Business Outcomes and Industry First DNA paired withMST USA’s Salesforce-led innovation capabilities, willstrengthen the value we will deliver to our customers and helpthem in their journey to Decomplex Digital. This acquisition isexpected to significantly increase our market share in existingaccounts across industries in the Americas and provide afoundation to scale our Digital Transformation business globally.3. Shareholding, if any, in the entity with whom the Not Applicableagreement is executed4. Significant terms of the agreement (in brief) special The terms of the agreement involve a 100% acquisition, subjectrights like right to appoint directors, first right to to customary closing adjustments as per the terms of theshare subscription in case of issuance of shares, Membership Interest Purchase Agreement. The Membershipright to restrict any change in capital structure Interest is to be bought for an upfront consideration of USD 76.6million. Earnout – between USD 0 to USD 35 million, subject toachieving targets.Since it is a 100% acquisition, there are no affirmative rights orboard seats, or any special rights for the Sellers.5. Whether the acquisition would fall within related The promoter / promoter group has no interest in Metasoftechparty transaction(s) and whether the promoter/ Solutions LLC.promoter group/ group companies have any interest inthe entity being acquired? If yes, nature of interest anddetails thereof and whether the same is done at “arm’slength”?6. Any other disclosures related to such agreements, viz., There is no conflict of interest arising out of such an agreement.details of the nominee on the board of directors of The details of the nominee will be decided at a later date.the listed entity, a potential conflict of interestarising out of such agreements----- End of picture text -----

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Mastek Limited

804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad – 380 006 Tel: +91-79-2656-4337 | Email: info@mastek.com | Web: www.mastek.com | CIN: L74140GJ1982PLC005215