Item 9.01 Financial Statements and Exhibits.






  (d) Exhibits.




The exhibit listed in the following Exhibit Index is filed as part of this
report.



Exhibit No.

10.3             Amended and Restated Letter Agreement, dated as of August 8, 2020, by
               and between Majesco and Majesco Limited

Important Additional Information:

In connection with the proposed merger of Magic Merger Sub, Inc. with and into Majesco with Majesco surviving as the wholly-owned subsidiary of Magic Intermediate, LLC (the "Merger"), Majesco will file a consent solicitation statement and other relevant documents concerning the proposed Merger with the Securities and Exchange Commission ("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, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.

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.





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