Agenda for meeting of Unit Approval Committee meeting for Pune-Cluster to be held on 25 April 2023 — 04-6-midc-pune-sez

MEETING OF THE. APPROVAL COMMITTEE FOR SECTOR SPECIFIC SPECIAL ECONOMIC ZONE FOR IT/ITES AT PUNE OF MIDC-SEZ Via Video Conferencing DATE : 25.04.2023 TIME : 03.30 P.M. EREREKREREEERERERER

= Item No. 2 Agenda Item No. 01 : Confirmation of the Minutes of the meeting held on 21.03.2023 Agenda Item No. 02: Application for Approval of List of Material Submitted by M/s. Nxtra Data Ltd. (Developer) Agenda Item No. 03 : Application for Approval of Change in Board of Directors and shareholding pattern submitted by M/s. Tata Technologies Ltd. __ Agenda Item No. 04: Application for Approval for Change in Shareholding pattern and Board of Directors due to Amalgamation submitted by M/s. Expleo India Infosystems Pvt Ltd.

| y p, , DCIT (TDS) Pune ; 3 | Dr. Dileeraj Dabhole Nominee of DGFT, Pune Dy. DGFT 4 | Smt. Sunita Jagtap Nominee of Customs, Pune Superintendent Special Invitee Sr | Name and Designation Department 1 | Shri B. Ajay Kumar MIDC-SEZ, Pune. Specified Officer Agenda Item No.01: Confirmation of the Minutes of the 118" meeting held on 31.01.2023 After deliberation, the Committee confirmed the minutes of the 118" meeting of Approval Committee held on 31.01.2022 Agenda Item No. 2: Application for approval of list of material submitted by M/s. Maharashtra Industrial Development Corporation (Developer) After deliberation, Committee approved the list of material submitted by the Developer, duly certified by the Chartered Engineer Amit M. Bhogawat (Reg. No. M-147454- 5), totally amounting to Rs. 11,98,400/- (Rs.11.98 Lakhs) except Murum valued at Rs. 18,100/~ which is restricted item, in terms of Rule 12(2) of SEZ Rules, 2006, required for their authorized operations. Agenda Item No.03: Monitoring of the performance in r/o M/s Synechron Technology Pvt Ltd After deliberation, the Committee noted the performance of the Unit for first 4 years of 20 Block period i.e. 2018-19 to 2021-22 of 2nd Block period of 2018-19 to 2022-23 in terms of Rule 54 of SEZ Rules, 2006. The Unit has achieved positive NFE of Rs. 175919.90 Lakhs i.e., 98.11% on cumulative basis in FY 2021-22 along with employment of 5262 employees.

Projected foreign exchange projections of unit on merger: Description 2019-20 | 2020-21 | 2021-22 | 2022-23 | 2023-24 Total FOB value of 46590.93 | 48508.77 | 73014.26 |95454.00! 100227.21 | 363795.17 [Exports FE Outgo 1265.83 | 775.16 883.42 | 3961.03 4155.31 11040.75 NFE Earnings 45325.10 47733.61 72130.84 |91492,.97| 96071.90 352754.42 Investment — Plant & machinery / Capital Goods (in Lakhs) Indigenous 4183,26 Imported 668.17 Total 4851.43 Services Total 64398.05 Address: unit located at 1°, 20५, 3% qh Sh हुए 7h & हक Office Floor, Amenity Area and Parking floor P4 ITTP Phase-] CEDAR Building, Ascendas, International Tech Park, RGI, MIDC Phase IU, Hinjewadi, Pune 411057 Area (in sq.ft 661209 Sq ft Consequent to merger of both LOAs, the block period for the purpose of calculation of Net Foreign Exchange and Income Tax benefit, shall be considered from the date of commencement of the Unit ie., w.e.f. 03.11.2008 Meeting ended with a vote of thanks to the Chair. Shvamplacannainann IAS) Chairmapsgamydaeyglopment Commissioner Maile ieseeppmeab@nigdn Reason: Approved

for the Co-Developers authorized operation authorized operations totally valued at Rs. 7067.83 lakhs c) Relevant Provisions: - As per Rule 12 (2) of SEZ Rules, 2006 “The Developer shall make an application, after obtaining approval for the authorized operation under rule 9, to the Development Commissioner, along with the list of goods and services, including machinery, equipments and construction material required for the authorized operations, duly certified by a Chartered Engineer for approval by the Approval Committee”. d) List of Materials for Authorized Operations : Sr. List of materials | Estimated value | Estimated Estimated Total No. required for the | for Goods | value for | Value of Goods below mentioned | purchased from | Goods (Amount in Rs.) Authorized DTA (Amount in | purchased operations Rs.) from Import (Amount in Rs. 1. GIS Substation 70,67,83,353.07 |(0.00 | _70,67,83,353.07 TOTAL 70,67,83,353.07 0,00 | 70,67,83,353.07 e) Other Information: - M/s. Nxtra Data Limited, Co- Developer has been Approval No. F.2/129/2005-SEZ dated 14.12.2017 The developer has submitted List of Materials duly certified by the Chartered Engineer Makarand Kulkarni, 093577-0 dtd. 17.02.2006 for the authorized operation for development of their SEZ located at M/s. Nxtra Data Limited, Co- Developer, Plot No. 13/10A, 28, MIDC, Rajiv Gandhi Infotech Park, Phase-Ill, Hinjewadi, Pune 411 057. The Developer has informed that the list of material required for construction of GIS’ Substation for providing infrastructural facilities in the aforesaid sector specific SEZ for IT /ITES. The total value of said materials is Rs. 7067.83 lakhs. The Specified Officer after verifying the List of materials has certified that it appears that these items are required for construction of GIS substation for the Co-Developers authorized operation. The Developer granted Letter of

Proposed change of Directors: Existing List of Directors Sr. Name of the Director 1 Mr.S.Ramodorai 2 Mr. Warren Harris 3 Mr. P.B Balaji 4 Mr.Ajoyendra Mukerjee 5 Ms.Aarthi Sivanandh 6 Ms.Usha Sangwan List of Directors who has resigned / who have been appointed; Sr, No Name of Director | Resignation | Name of Director = of who has resigned | Date who has been Appointme appointed nt 1 Mr.S.Ramodorai 21.02.2023 | Mr,Nagaraj IJjari 01.03.2023 2 Mr. Shailesh 01.03.2023 Chandra List of Director after the change: Sr. No. Name of the Director Date of Appointment 1 ॥/1 Warren Harris 15.05.2014 2 Mr. P.B.Balaji 30.03.2018 3 Mr. Ajovendra Mukerjee 29.03.2021 4 Ms.Aarthi Sivanandh 11.06.2022 5 [Ms.UshaSangwansts—id g 21.10.2022 [6 __| Mr.Nagaraj Tari 01.03.2023 7 Mr.Shailesh Chandra. 01.03.2023 Proposed changes in equity share capital: Category Existin: Proposed Change Number of equity | Percentage Number of Percent shares held of holding equity shares age of held holdin, Tata Motors Limited. 3,03,00,600 74.69 30,30,06,000 74.69 Other Tata Entities 59,36,563 14.63 5,93,65,630 14.63 Directors /Employees 43,29,690 10.68 4,32,96,900 10.68 / Associates / Others Total 4,05,66,853 100.00 40,56,68,530 100.00

ii.

• did. iv, same. c) Relevant provisions: - Instruction no. 109 dated 18.10.2021 issued in supersession of Instruction No. 89 & 90 dated 17.05.2018, 03.08.2018 respectively, issued by SEZ Section, Department of Commerce and Industry, Government of India, (i) Reorganization including change of name, change of shareholding pattern, business transfer arrangements, court approved mergers and demergers, change of constitution, change of Directors, etc., may be undertaken by the Unit Approval Committee (UAC) concerned subject to the condition that the Developer / Co-Developer / Unit shall not opt out or exit out of the Special Economic Zone and continues to operate as a going concern. All liabilities of the Developer / Co-Developer / Unit shall remain unchanged on such re-organization. d) Other Information: - न LOA No. LOA No. SEEPZ-SEZ/MIDC-SEZ/Co Dev-JKB/TTL/64/2018-19 dated 18.09.2018.

» Location: Plot No. 25/4,Rajiv Gandhi Infotech Park,Phase II,MIDC IT, ITES SEZ,JK Builder CO-Developer, Hinjewadi, Pune, Maharashtra, India, 411057. » Date of commencement of authorized operation: 30/06/2019. LOA valid up to:29,06.2024 The Unit has submitted undertaking in the application that the Unit shall not opt out of the Special Economic Zone and continue to operate as a going concern and that all the liabilities of the unit shall remain unchanged on such re-organization. The Unit has submitted the following documents with their application: Copy of letter of Approvals is enclosed. Application for change in the composition of Board of Directors of the Company through SEZ online system enclosed. Undertakings in terms of Instructions No. 109 are enclosed. DIR-12 ID for appointment of/appointment/cessation of Directors with ROC along with its challan is enclosed. d) ADC’s observations: UAC may like to consider the proposal of the Unit for change of directors and changes in Number of equity share capital in terms of Instruction 109 dated 18.10.2021, issued by MOC & I.

19(2) of SEZ Rules, 2006 and Section 2(42C) of the Income Tax Act, 1961 and Instruction No. 109 of MOC&I. b. Specific Issue on which decision is required : Approval for Change of Entrepreneur by way of NCLT Order for amalgamation between Expleo India Infosystems Pvt. Ltd. with Expleo Solutions Limited ‘as is going concern basis’, c. Relevant, provisions of SEZ Act, 2005 & Rules : Attention is invited to MOC&lI Instruction No. 109 dated 187 October, 2021 which stipulates that “In suppression of Instruction No, 89 dated 17.05.2018 and Instruction No. 90 dated 03.08.2018 of this Department on the subject cited above and in exercise of provisions of Section 10(10} of the SEZ Act, 2005, it is hereby conveyed that the guidelines for approval in the cases of reorganisation including change of name, change of shareholding pattern, business transfer arrangements, court approved mergers and demergers, change of constitution, change of Directors etc. of SEZ Developers/Co-developers as well as SEZ Unit shall be as follows. (i) Reorganisation including change of shareholding pattern, business transfer arrangements, court approved, mergers and demergers, change of constitution, change of Directors etc. may be undertaken by the Unit Approval Committee (UAC) concerned subject to condition that the Developer/Co-Developer/Unit shall not opt out or exit out of the SEZ and continues to operate as a going concern. All liabilities of the Developer/Co-Developer/Unit shall remain unchanged on such reorganisation. d. Qther Information : LOA No. & Date

SEZ/Pune/71/2008-09/238 dated 06.02.2009 As amended, DCP

01.07.2011 Validity of LOA - 30.06.2026 e. Background of the case : i} As a part of restructuring plan to streamline operations, the management decided to amalgamate M/s Expleo India Infosystems Pvt Ltd., M/s. Expleo

p all amalgamate into M/s. Expleo Solutions Limited, the Transferee Company. (iv) Expleo Solutions Ltd. (the Transferee Co) was incorporated in the year 1998 and is approved SEZ Unit for undertaking authorised operation viz. Software Testing and Allied Services located at B-17, Phase-lIl, MEPZ-SEZ Unit, Second Main Road, MEPZ Tambaram, Chennai, Tamila Naidu. (v) The Transferor companies and the Transferee Company are part of the Expleo Group. M/s. Expleo Technology Germany Gmbh holds 56.17% shares of the Transferee Company. (vi) The amalgamation will make available assets, financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Transferor Companies to the Transferee Company leading to synergistic benefits, enhancement of future business potential, cost reduction and enhance efficiencies, productivity gains and logistical advantages, thereby contributing to future growth and enhancement of shareholder value. 1, Norevision in Projections : There will be no revision in projection for exports, investments and employment etc. w.r.t. Change of Entrepreneur. हिr Details of the Directors of M/s Expleo 8010007718 Ltd after amalgamation is as under : Sr.No. | Name Designation 1. Shri Ralph Gillessen Chairman & Director 2. Prof. K. Kumar Deputy Chairman & Director 3. Shri Balaji Vishwanathan Managing Director & CEO 4. Ms Lilian Jessie Paul Director 5. Prof. S. Rajagopalan |__ Director. sid (6... | Mr. Rajesh Krishnamurth Director 7. Mr Prashant Eknath Bramhankar Director (8 | Mr.Rajiv Kuchhal Director (9. | Mr. Ulrich Joseph Paul Baumer Director

Documents submitted by the unit : i. Copy of application submitted online ii. Copy of Order of NCLT for Scheme of Amalgamation iii. Copy of Board resolution for Approval of amalgamation and in favour of Authorised Signatory of M/s. Expleo Solutions Limited (Transferee Company) iv, Copy of Board Resolution for Amalgamation and in favour of Authorised Signatory of M/s Expleo India Infosystems Pvt. Ltd. (Transferor Company) Vv. Undertaking for transfer of Assets and Liabilities vi. Shareholding pattern of M/s. Expleo Solutions Limited (Transferee Company) vii. List of Directors of M/s. Expleo Solutions Ltd (Transferee Company) viii. Copy of Certificate of Incorporation and MOA and AOA in the name of buyer i.e. M/s, Expleo Solutions Ltd. ix. Copy of all Letter of Approval of the M/s. Expleo India Infosystems Pvt. Ltd. x. Copy of PAN, IEC Certificate and GST Certificate of M/s. Expleo Solutions Ltd. ADC Recommendation : The proposal of the unit for approval of Change of Entrepreneur by way of NCLT Order for amalgamation between M/s. Expleo India Infosystems Pvt. Ltd. with M/s. Expleo Solutions Limited ‘as is going concern basis’ in accordance to the provision of Rule 19(2) of SEZ Rules, 2006 and Section 2(42C) of the Income Tax Act, 1961 and Instruction No. 109 of MOC&I. is placed before the Approval Committee for consideration