Exhibit 10.41


 





 


Mastek
Limited, # 106/107, SDF-IV, Seepz, Andheri (E), Mumbai 400 096, India.

 Tel +91 22 6695 2222 / 2824 7999 Fax +91 22 6695 1331 www.mastek.com


 





To,


ICICI
Bank Limited, New York Branch


500,
5th Avenue, 28th Floor,


New
York, New York 10110.


Dated:
November 20, 2015


 


		Re:	Corporate
                                         Guarantee dated June 28, 2012 (the “Corporate Guarantee”) issued by
                                         Mastek Limited, India, being a Company
                                         incorporated in India under the Companies Act, 1956 with its registered office
                                         at 804/805 President House, Near Ambawadi Circle, Ahmedabad 380 006, India (the “Guarantor”)
                                         in favor of ICICI Bank Limited, New York Branch (the “Bank”) in relation
                                         to a United States Dollar (“USD”) Five Million working capital
                                         facilities extended by the Bank to MajescoMastek Inc., USA, a Corporation
                                         incorporated under the laws of the State of California and doing business in the
                                         United States of America with its principle place of business at 105 Fieldcrest Avenue,
                                         Suite # 208, Edison, New Jersey 08837 (the “Borrower”, being a wholly
                                         owned subsidiary of the Guarantor) vide Credit Facility Agreement dated March 25, 2011
                                         as amended from time to time (the “Facility Agreement”) and most recently
                                         amended vide the extension letter dated Nov 20, 2015 (the “Extension Letter”)
                                         (the Extension Letter and the Facility Agreement together to be referred to as the “Agreements”)
                                         (the “Facilities”).



 


Ladies
and Gentlemen:


 


We
understand that vide the Extension Letter, the Borrower has requested and the Bank has agreed, subject to the terms and conditions
of the Facility Agreement, to extend the Facilities provided to the Borrower for a period up to February 11, 2016. One of the conditions
of the extension by the Bank is continuance of the Corporate Guarantee issued by the Guarantor in favor of the Bank.


 


		1.	In light of the above, the Guarantor (as defined above), hereby expressly, undertakes, confirms
and agrees that:



		(i)	We have reviewed a copy of the Extension Letter and the Facility Agreement pursuant to the credit
arrangement letter as executed by and between the Borrower and the Bank.



		(ii)	the Guarantor shall be bound by the terms and conditions of the Corporate Guarantee, Facility Agreement
and the Extension Letter (a copy of which has been received by the Guarantor);



		(iii)	the Corporate Guarantee continues to be in full force and effect, valid, binding and applicable
for the extension of the Facilities extended by the Bank to the Borrower through a credit arrangement letter incorporated in the
Facility Agreement vide the Extension Letter;



		(iv)	it is and shall continue to be
                                         in compliance with applicable laws and regulations including, without limitation, the
                                         ODI Regulations, the Guarantee Requirements or any other Reserve Bank of India (“RBI”)
                                         guidelines and without requiring the prior approval of the RBI, including the
                                         Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations,
                                         2004 read with Master Circular on Direct Investment by Residents in a Joint Venture/
                                         Wholly owned Subsidiary Abroad dated July 1, 2012) as amended from time to time;



 


	 	




 


Regd.
Off.: 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, India. Tel No. +91 79
26564337 CIN No. L74140GJ1982PLC005215.


 




    	1 



     

    

 





 


Mastek
Limited, # 106/107, SDF-IV, Seepz, Andheri (E), Mumbai 400 096, India.

 Tel +91 22 6695 2222 / 2824 7999 Fax +91 22 6695 1331 www.mastek.com


 


		(v)	The Guarantor agrees and confirms that RBI /AD would be intimated
through the filing of requisite documents under the automatic route, to extend the Corporate Guarantee as per the terms of this
letter, as may be applicable.



 


		2.	The representations,
warranties, confirmations and undertaking provided by the Guarantor under the Corporate Guarantee and by the Borrower in the Agreements
continue to be in full force and effect.



 


		3.	The Guarantor
further undertakes, confirms and agrees that the board resolution of the Guarantor in relation to the Corporate Guarantee, extends
to the present extension of the Facilities and continues to be in full force and effect, valid, binding and applicable for the
extension of the Facilities and has not been cancelled or rescinded.



 


All
provisions of the Corporate Guarantee not specifically amended hereby shall remain in full force and effect. Capitalized terms
used in this letter but not defined shall have the meanings given to them as in the Corporate Guarantee.


 


We,
the Guarantor, understand that the Bank is relying on the undertakings and commitments expressed hereinabove for extending the
Facilities to the Borrower (and as expressed in the Corporate Guarantee), and we hereby agree and confirm that we shall faithfully
comply with our obligations and commitments expressed in the Corporate Guarantee and this letter. We also understand that any breach
of the provisions of the Corporate Guarantee or this letter will be deemed to be an Event of Default under the Corporate Guarantee
and the Facility Agreement.


 


Clause
24 and 25 of the Corporate Guarantee shall apply to this letter mutatis mutandis.


 


This
document shall be designated as a Credit Document under the Credit Facility Agreement.


 


	
        Very
        truly yours,

         

        For and
        on behalf of MASTEK LIMITED

         

        /s/
        Sudhakar Ram

        (Signature of the authorized signatory)

        Name:
        Sudhakar Ram

        Designation:
        Managing Director & Group CEO

        Place:
        Mumbai
	


 


Regd.
Off.: 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, India. Tel No. +91 79
26564337 CIN No. L74140GJ1982PLC005215.


 




    	2