Mastek Ltd - Buy Back Offer

Mastek Ltd has announced following buy back information

The Buyback:

The Target Company hereby announces the Buy-back (”Buy-back”) of fully paid up equity shares of face value Rs 5/- each of the Company, to the extent of 25% of the total paid-up equity share capital (i.e. 28,464,181 equity shares of Rs 5 each) as on June 30, 2007. The price of the Buy-back will not exceed Rs 750/- per equity share (Maximum Offer Price) such that the aggregate consideration for the shares to be bought back does not exceed Rs 65 crores (”Offer Size”). The Offer Size would be an amount not exceeding 25% of the share capital & free reserves (including share premium) based on the audited accounts as on June 30, 2007 from the existing shareholders & beneficial owners of the shares of the Company from the open market through Stock Exchanges in accordance with the provisions of Section 77A, 77AA & 77B of the Companies Act 1956 (”the Act”) & the Securities & Exchange Board of India (Buy-back of securities) Regulations, 1998(”the Regulations”).

The Buy-back will be effected from the open market through The Stock Exchange, Mumbai (”BSE”) & the National Stock Exchange of India Ltd (”NSE”) (together referred as “Stock Exchanges”) using the electronic trading facilities. The Company shall not buy-back its equity shares from any person through negotiated deal whether on or off the Stock Exchanges or through spot transactions or through any private arrangement in the implementation of the Buy-back.

If all equity shares were bought back at the maximum price of Rs 750/- per share the maximum possible number of equity shares that can be bought back are 8,66,666 shares amounting to 3.04% of the total paid-up capital as on June 30, 2007. The maximum amount deployed for the Buy-back would be Rs 65,00,00,000 (Rupees Sixty five crores). As per section 77A of the Companies Act, 1956, the number of equity shares that can be bought back in any financial year shall not exceed 25% of the total paid-up capital of the Company, Accordingly, the maximum number of equity shares that can be bought back shall not be more than 71,16,045 equity shares being 25% of the paid up capital of 2,84,64,181 equity shares of Rs 5 each (as of June 30, 2007), subject to limit of amount that can be deployed for such buy-back. The number of shares to be bought back would depend upon the average price paid for the shares bought back & the amount deployed in the Buy-back.

JM Financial Consultants Pvt Ltd has been appointed as Manager to the Buy-Back

Schedule of Activities:

Board Meeting approving Buy-back: October 11, 2007

Shareholders resolution approving Buy-back: November 27, 2007

Date of Opening of the Buy-back: April 28, 2008*

Acceptance of Shares: Within 15 days of the relevant payout dates of the Stock Exchanges.

Extinguishment of Shares: Within 7 days of acceptance as above.

Last Date for the Buy-back: November 26, 2008 (i.e. 12 months from the date of the resolution passed by the shareholders of the Company through postal ballot). The Board in its absolute discretion may decide to close the Buy-back of shares at such date as may be determined by the Board irrespective of whether the maximum limit of buyback has or has not been reached, by giving an appropriate notice for such date & completing all formalities in this regard as per relevant laws & regulations.