Tech Mahindra — Board/Management Information 2021

Jan 29, 2021

Tech se Mahindra Te

Pune MS 411004, Maharashtra, India

Tel. +931 20 6601 8100 Fax. +91 20 2542 4466

techmahindra.com connect@techmahindra.com

Registered Office: 29" January, 2021 Gateway Building, Apollo Bunder Mumbai 400 001, India

To, CIN L64200MH1986PLC041370

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5" floor, Dalal Street, Plot No. - C/l, G Block, Scrip Code : 532755 Mumbai — 400 051

Mumbai — 400 001 Bandra-Kurla Complex, Bandra (E) NSE Symbol : TECHM

Sub: Outcome of Board Meeting held on 29" January, 2021

Dear Sir/Madam,

Pursuant to Regulation 33, read with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform that the Board of Directors of the Company at its meeting held today:

1. Approved the Audited financial results and consolidated financial results of the Company for the quarter ended 31*' December, 2020, together with Auditors Report thereon,

In this regard, please find enclosed:

• a. Audited financial results and consolidated financial results of the Company for the quarter ended 3 1** December, 2020, together with Auditors Report thereon.
• b. Press Release on the financial results.
• c. Fact Sheet giving certain financial and operational parameters which will be put up on the Company website.
• 1. Noted the resignation of Mr. V. S. Parthasarathy, Non-Executive Director of the Company, effective from 31% January, 2021. Mr. Parthasarathy has resigned as Director consequent to his other official commitments.
• 1. The Board of Directors of the Company at its meeting held on 29" January, 2021, subject to requisite consents and approvals from Hon'ble jurisdictional NCLTs. approved the Scheme of Merger by Absorption of Tech Mahindra Business Services Limited (*TMBSL") and Born Commerce Private Limited ("Born"), two wholly owned subsidiaries with the Company and their respective Shareholders ("Scheme") pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013

The salient features of the proposed Scheme are as under:-

• a) The Appointed Date of the Scheme would be 1* April, 2021.
• b) The entire assets and liabilities of TMBSL and Born to be transferred to and recorded by the Company at book values.
• c) The entire share capital of TMBSL and Born is held by the Company. Upon the Scheme becoming effective, all equity shares held by the Company in TMBSL and Born as on the Effective Date shall stand cancelled, without any further act or deed. Accordingly, in respect of the Scheme, except for extinguishment of shares held by the Company in TMBSL and Born, no consideration whatsoever shall pass to TMBSL and Born.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9" September, 2015 are given in Annexure A to this letter.

This is for your information and record.

Thanking you,

For Tech Mahindra Limited

An! dh Khatri ce Company pany Secretar y

Encl.: as above

Amalgamation/ Merger:

					Annexure A
		Amalgamation/ Merger:
Sr.	Details of Events that	Information of such events(s)
No.	need to be provided a) Name of the forming part of the amalgamation/merger, turnover, etc.	Mahindra Business entity(ies) The details of Tech Services (Transferor Company 1" or "TMBSL"), Limited Commerce Born Limited ("Transferor Private details in brief such as size, Company 2" or "Born") (collectively referred to as Companies") "Transferor Mahindra Tech and Limited ("Transferee Company" or "TML"), is as under: As on 31% March, 2020 (INR in crores)
		Particulars	TMBSL Born		TML
		Paid-up	0.10	6.43	482.90
		Capital Net-worth (Standalone)	402.63	7785:	20798555
		Turnover (Standalone)	763.40		60.41 29,225.40
	b) Whether, transaction The the would within related fall transaction? party yes, If whether the same is done at arm's length?	Companies wholly-owned Transferor are subsidiaries of the Transferee Company and as such related party to each other. However, Ministry of Corporate Affairs the has General 30/2014 Circular clarified vide No. its dated July 17, 2014 that transactions arising out of Amalgamations Compromise, Arrangements and under provisions with specific dealt of the Companies 2013, within Act, will not the fall purview party transaction terms of of related in Section 188 of the Companies Act, 2013. Regulation pursuant 23(5)(b) Further, of the to Regulations, party transaction Listing the related proposed provisions applicable are not the to Scheme, as well as the Scheme is exempted from the provisions of SEBI circular dated March 10, 2017.

Tech Mahindra

c)	Area of business of the	TMBSL:
	entities	TMBSL is a leading Business Process Outsourcing ('BPO') company which provides voice based call services centre specific clients their for to its number customer provides and activities of a customer customer functions related care, like billing related queries, Mobile Number Portability (MNP), hand set related queries, network related queries, price plan related queries, channel support, collection and value added services.
		Born:
		Born is engaged in providing offshore production services (i.e) pre- media and digital media services) to its group companies located outside India and sale to other external customers.
		TML:
		TML multinational, offering Indian an full is a range of Information Technology (IT) services and Industry Specific Solutions to help clients to take advantage which opportunities includes of convergence, experience, design, digital, innovation platform, telecom services, consulting, application outsourcing, infrastructure outsourcing, engineering and Business Process Outsourcing.
d)	Rationale for amalgamation/merger	Companies Transferee The 'Transferor and _ Company are under same control and management TML engaged which consultancy of IT in is Company 100% business holds and share the Companies. Transferor As capital of the all common companies under control and are management, it is proposed to amalgamate TMBSL and Born with TML. The proposed amalgamation will be beneficial to the Transferor Companies, the Transferee Company, their respective shareholders employees other stakeholders and creditors, and and will lead to consolidation of entities and greater combined efficiency business overall the in economies including efficiency of scale, of operations, operational rationalization, reduction in overheads managerial including administrative,

Tech Mahindra

	expenditure, other optimal and utilization of resources, reduction in the multiplicity of legal and regulatory compliances.
	scheme proposed of merger The absorption by pursuant to the provisions of the Companies Act will be beneficial, advantageous and not prejudicial to the interests of the shareholders, creditors and other stakeholders of TMBSL, Born, and TML.
e) In cash Case of consideration — amount or exchange otherwise share ratio	The entire share capital of TMBSL and Born is held Company. Scheme becoming Upon by the the effective, all equity shares held by the Company in TMBSL and Born as on the Effective Date shall stand cancelled, without any further act or deed. Accordingly, in respect of the Scheme, except for extinguishment of shares held by the Company in TMBSL whatsoever consideration and Born, no shall pass to TMBSL and Born.
f) Brief details of change in shareholding pattern (if any) of the listed entity	There will be no change in the shareholding pattern of the Transferee company pursuant to the scheme the Transferee being shares are issued no by as company in connection with the Scheme.

For Tech Mahindra Limited

pe Ail Khatri Gompany Secretary