S.No.

Particulars

Details

a)

Name of the target entity, details in brief such as size, turnover etc.

Name: Macmillan Learning India Private Limited

CIN: U72200KA2015FTC082947

Paid-up Capital: Rs.1,00,000/- (Rupees One Lakh only)

Current Turnover: 9.25 Crores Current Net worth: 4.45 Crores

b)

Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”

The transaction does not fall within the ambit of being a

related party transaction. Promoters/Promoter Group

do not hold any interest in the entity being acquired.

c)

Industry to which the entity being acquired belongs

The entity being acquired belongs to Information Technology Industry. Macmillan Learning India is engaged in the business of providing software development services to the Macmillan Group.

d)

Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)

The acquisition of 100% equity interest in the Macmillan Learning India further strengthens the already strong Edutech vertical of the Company. It also makes the Company a strategic partner for the Macmillan group who is a global leader in the business of learning, education and publishing.

e)

Brief details of any governmental or regulatory approvals required for the acquisition

Not applicable

f)

Indicative time period for completion of the acquisition;

The acquisition is expected to be completed by April 30, 2024.

g)

Consideration - whether cash consideration or share swap or any other form and details of the same

The Purchase Consideration is payable in cash

h)

Cost of acquisition and/or the price at which the shares are acquired

Rs. 4.5 crores

i)

Percentage of shareholding / control acquired and / or number of shares acquired

On completion of the transaction, the Company will own 100% of the equity in Macmillan Learning India. The Company will be purchasing 1,00,000 equity shares of face value of Rs. 1/- each in Macmillan Learning India from its existing shareholders.

j)

Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)

Macmillan Learning India is a wholly owned subsidiary of the Macmillan group, USA. The subsidiary provides software development services to the Macmillan group and has been working as an ‘’Offshore Development Centre”.

Date of Incorporation: September 22, 2015

Turnover of last 3 years:

·         FY 2022-23- Rs. 6.9 crores

·         FY 2021-22- Rs. 5.5 crores

·         FY 2020-21- Rs. 5.3 crores