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Public Announcement MASTEK LIMITED Registered Office : 804/805, President House, Opp-CNVidyalaya, Near Ambavadi Circle, Ahmedabad 380006. Visit us at www.mastek.com PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE SHAREHOLDERS/BENEFICIAL OWNERS OF THE SHARES OF THE COMPANY [This Public Announcement is in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, as amended] Offer for Buy-back of Equity Shares from Open Market through Stock Exchanges 7. SOURCES OF FUNDS 1. THE OFFER AND BUY-BACK PRICE 1.1 Mastek Limited ("the Company") hereby announces the Buy-back (" the Buy-back") of its fully paid-up equity shares of the face value Rs.5 /- each ("Shares") from the 7.1 The maximum amount, which the Company would deploy for the purposes of the Buy-back, is Rs.10.93 crores. existing owners of Shares from the open market through stock exchange using the electronic trading facilities of the Stock Exchange, Mumbai ("BSE") and The National Stock Exchange ("NSE") in accordance with the provisions of Sections 77A, 77AA and 77B of the Companies Act, 1956 ("the Act") and the Securities and 7.2 The Company has significant accumulated Free Reserves and Share Premium as well as favourable liquidity, which is reflected in the Cash and Bank balances, and Exchange Board of India (Buy-back of Securities) Regulations, 1998 ("the Buy-Back Regulations") at a price not exceeding Rs.320 per Share ("Maximum Offer Price") other liquid Investments of the Company and the same would be utilised for the Buy-back. The funds required for the Buy-back will be drawn out of the Share Premium payable in cash, for an aggregate amount not exceeding Rs.10.93 crores ("Offer Size"). The Offer Size represents 10% of the aggregate of the Company's total paid- Account and / or Free Reserves of the Company. The Company's favourable liquidity position also permits the Buy-back and hence, the Company will not be required to up equity capital and free reserves as on 30th June, 2003 (last audited accounts date). borrow funds for the Buy-back. The cost of financing the Buy-back would therefore be marginal loss in other income, if any, if the funds used for Buy-back were deployed The number of Shares bought back would depend upon the average price paid for the Shares bought back and the amount deployed in the Buy-back. As an illustration, in the ordinary course of the Company's business. at the proposed Maximum Offer Price of Rs.320 per Share and for an aggregate amount of Rs.10.93 crores deployed, the number of Shares bought back would be 3,41,562 Shares which would amount to approximately 2.42% of the paid up equity capital as on 30th June, 2003. Should the average purchase price be lower than 8. LISTING DETAILS AND STOCK MARKET DATA Rs.320 per Share, the number of Shares bought back would be more, assuming the deployment of an aggregate amount of Rs.10.93 crores. Hence, there is no specific minimum or maximum number of Shares that the Company proposes to buy back. However, this is subject to a maximum of 25% of the total paid up equity 8.1 The Shares are listed on the Stock Exchange, Mumbai ("BSE"), the National Stock Exchange of India ("NSE"), the Delhi Stock Exchange ("DSE") and the Ahmedabad capital of the Company in a financial year as per the Act. Stock Exchange ("ASE"). 2. AUTHORITY FOR THE OFFER OF BUYBACK 8.2 The high and low market prices for the last three years and the monthly high, low and average market prices from November 2003 to April, 2004 (six months preceding 2.1 Pursuant to Sections 77A, 77AA and 77B and the applicable provisions of the Act and the Buy-Back Regulations, the present Offer for Buy-back of Equity Shares of the this Public Announcement)and the corresponding volumes on BSE, NSE, DSE and ASE where the Shares of the Company are more frequently traded are as follows : Company from Open Market through Stock Exchanges has been duly authorised by a resolution passed by the Board of Directors of the Company ("the Board") at its Meeting held on 17th May, 2004. BSE Period High Rs. Date of high No. of shares Low Rs. Date of low No. of shares Average Total volume 3. BRIEF INFORMATION ABOUT THE COMPANY traded traded price Rs. traded 3.1 Mastek Limited (the "Company" or "Mastek") is an Information Technology ("IT") applications outsourcing company with global operations that delivers comprehensive range of quality IT solutions as per the customized requirements of its customers which include Fortune / Global 1000 organisations worldwide. With 2001 252.30 18-Dec-01 1,768,821 56.20 8-Oct-01 18,695 125.23 49,417,672 its principal offshore delivery facility based at Mumbai in India, Mastek operates across the United States of America (the "US"), Europe and Asia Pacific regions. It has been successfully executing large, complex and prestigious projects for its customers. Presently, the group employs more than 2,300 professionals. 2002 537.50 31-Dec-02 1,398,155 220.60 1-Jan-02 1,179,578 366.03 402,709,197 Incorporated in 1982, Mastek has been in the forefront of technology which increases IT value generation to its customers through onsite and offshore deliveries. 2003 595.90 7-Feb-03 3,505,840 191.50 25-Aug-03 169,817 336.91 321,382,607 Mastek went public with an Initial Public Offer in December 1992. It has been paying dividend every year since then. Over the last 22 years, the Company has Nov-03 249.90 10-Nov-03 906,311 214.50 3-Nov-03 370,096 234.33 12,563,346 remained under the same management. Mastek has been amongst the top 20 Indian exporters of IT Software and Services as per NASSCOM (the National Dec-03 337.50 29-Dec-03 634,381 260.00 1-Dec-03 696,557 297.13 18,853,418 Association of Software and Service Companies). Exports constitute more than 98% of its group revenues. Mastek has been placed in the top quartile for its corporate Jan-04 339.70 2-Jan-04 518,657 274.50 30-Jan-04 268,903 309.32 11,310,364 governance practices amongst the corporate sector in India by Credit Lyonnais (CLSA) Mastek has evolved a subsidiary model of operations with its subsidiaries located in the US, United Kingdom ("UK"), Germany, Belgium, Singapore and Malaysia. Feb-04 288.10 11-Feb-04 271,530 234.70 27-Feb-04 232,420 267.86 3,882,919 Mastek also has a joint venture with Deloitte Consulting, one of the world's premier consulting firm, in the areas of IT outsourcing for its customers. In the IT Enabled Mar-04 236.90 1-Mar-04 165,323 194.10 25-Mar-04 217,313 212.28 4,178,869 Services ("ITES") space, Mastek has an alliance with Carreker Corporation (Nasdaq:CANIE), a Banking domain consultancy major in the US and a joint venture with Apr-04 279.40 28-Apr-04 421,911 204.20 1-Apr-04 121,319 238.89 6,608,672 Capita Group Plc, UK's leading professional support services organization. (Source: BSE Website) 3.2 The brief audited financial information of the Company for the last three financial years ended June 30 are detailed below. NSE: Rs Crores; except Key Ratios Period High Rs. Date of high No. of shares Low Rs. Date of low No. of shares Average Total volume traded traded priceRs. traded 9 months ended Year Ended Mar-04 Jun-03 Jun-02 Jun-01 2001 252.50 18-Dec-01 2,283,885 56.90 8-Oct-01 30,386 125.30 74,068,549 (Unaudited)1 (Audited) (Audited) (Audited) 2002 538.10 31-Dec-02 2,633,561 223.00 1-Jan-02 1,578,138 366.22 661,568,224 Revenues 81.28 128.43 109.56 82.22 2003 598.50 7-Feb-03 6,032,901 191.90 25-Aug-03 442,177 337.10 571,212,424 Other Income 4.61 7.38 2.88 2.73 Nov-03 249.40 6-Nov-03 2,564,713 214.00 3-Nov-03 765,828 234.34 22,988,373 Total Income 85.89 135.81 112.44 84.95 Dec-03 337.80 29-Dec-03 1,751,287 259.70 1-Dec-03 1,419,837 297.00 32,828,928 Profit before Interest, Depreciation and Tax 19.69 50.38 44.70 24.60 Jan-04 339.50 2-Jan-04 1,041,650 273.70 30-Jan-04 432,337 309.48 19,397,887 Reported Profit after Tax 5.88 38.08 28.96 13.72 Feb-04 288.40 11-Feb-04 472,013 234.50 27-Feb-04 523,928 267.77 6,566,716 Equity Dividend % Not Applicable 60% 60% 40% Mar-04 237.10 1-Mar-04 319,822 194.50 25-Mar-04 394,758 212.48 7,363,850 Equity Dividend (Rs. in lacs) (excl dividend tax) Not Applicable 4.23 4.19 2.78 Apr-04 279.60 28-Apr-04 1,052,531 204.50 1-Apr-04 189,633 238.99 13,408,375 Equity Share Capital 7.08 7.06 6.98 6.94 (Source : NSE Website) Reserves & Surplus 127.49 121.21 86.82 61.50 Net Worth 134.58 128.27 93.80 68.44 DSE There has been no trading in the equity shares of the Company since the period commencing January 01, 2001 upto April 30, 2004.
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