On August 12, 2020,
the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (“HSR Act”) with respect to Majesco’s pending acquisition by Thoma Bravo (the “Merger”).
With early termination granted under the HSR Act, the transaction has now received all applicable antitrust regulatory approvals.
Cautionary Language Concerning Forward-Looking
Statements
This report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These forward-looking
statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance
and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light
of various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities
and Exchange Commission (“SEC”) and which you should review, including those statements under “Item 1A –
Risk Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly Reports on Form 10-Q.
Important factors that could cause actual results
to differ materially from those described in forward-looking statements contained in this report include, but are not limited to:
the incurrence of unexpected costs, liabilities or delays relating to the Merger; the failure to satisfy the conditions to the
Merger, including regulatory approvals; and the failure to obtain the requisite approval of the Merger by the shareholders of Majesco
Limited.
These forward-looking statements should not
be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected
in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may
be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we will
achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. Majesco disclaims any obligation to publicly update
or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise,
after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.
Important Additional Information:
In connection with the proposed Merger, Majesco
will file a consent solicitation statement and other relevant documents concerning the proposed Merger with the SEC. The consent
solicitation statement and other materials filed with the SEC will contain important information regarding the Merger, including,
among other things, the recommendation of Majesco's board of directors with respect to the Merger. SHAREHOLDERS ARE URGED TO READ
THE CONSENT SOLICITATION STATEMENT AND OTHER CONSENT MATERIALS THAT MAJESCO FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the consent solicitation
statement, as well as other filings containing information about Majesco, free of charge, at the website maintained by the SEC
at www.sec.gov. Copies of the consent solicitation statement and other filings made by Majesco with the SEC can also be obtained,
free of charge, by directing a request to Majesco, 412 Mount Kemble Ave., Suite 110C, Morristown, NJ 07960, Attention: Corporate
Secretary.
Participants in the Solicitation:
Majesco and its executive officers and directors
may be deemed, under SEC rules, to be participants in the solicitation of consents from Majesco’s shareholders with respect
to the proposed Merger. Information regarding the executive officers and directors of Majesco and their respective ownership of
Majesco common stock is included in the Proxy Statement for Majesco’s 2020 Annual Meeting of Stockholders (the “2020
Proxy Statement”), filed with the SEC on July 29, 2020. To the extent that holdings of Majesco’s securities have changed
since the amounts printed in the 2020 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. More detailed information regarding the identity of the potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be set forth in the consent solicitation statement and other materials
to be filed with SEC in connection with the proposed Merger.
