Tech Mahindra — Capital/Financing Update 2019

Feb 1, 2019

Tech Mahindra

Tech Mahindra Limited Sharda Centre, Off Karve Road Pune 411004, Maharashtra, India

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

techmahindra.com connect@techmahindra.com

Registered Office: Gateway Building, Apollo Bunder Mumbai 400 001, India

CIN L64200MH1986PLC041370

February 1st, 2019

To BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street. MUMBAI-400 001 Scrip Code: 532755

National Stock Exchange of India Limited Exchange Plaza, 5^th floor, $Plot No. - C/1, G Block,$ Bandra-Kurla Complex, Bandra (E) MUMBAI-400 051 NSE Symbol: TECHM

Sub: Approval of proposal for acquisition of 100% Shareholding in M/s Dynacommerce Holding B.V.

Dear Sirs/Madam.

Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we wish to inform that the Investment Committee of the Board of Directors of the Company has approved the proposal to acquire 100% Equity Shares of M/s Dynacommerce Holding B.V. Netherlands.

In this regard, please find enclosed herewith, Disclosure containing the details pursuant to Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 as Annexure 1.

This is for your information and record.

Please acknowledge receipt of the same.

Thanking you,

For Tech Mahindra Limited

Anil Khatri Company Secretary

Encl.: As stated above

Annexure I

Sr. No.	for Items Disclosure	Description
	Name of brief details in the target entity, turnover such as size, etc.;	B.V. Holding Dynacommerce situated at Stationsplein 5 6131 AT SITTARD The Netherlands for the financial Turnover year ended 9,148 million 31— Dee-20l8 was EUR
	fall would Within Whether the acquisition whether related and party transacti0n(s) the promoter/ promoter group/ group interest in the entity companies have any acquired? If yes, nature of interest being and whether and details thereof the same is done at "arms length";	is not No. The proposed a acquisition related party transaction.
	which to the entity being Industry acquired belongs;	The area of is specialization Information technology.
	of effects and acquisition Objects to, disclosure of limited not but (including if of reasons for acquisition target entity, of main line outside the its is business business of the listed entity);	this The Company acquisition through will enhance its be able to capabilities in the customer experience layeri
	of Brief or details governmental any for the regulatory required approvals acquisition;	of The Reserve Bank India's approval is required.
	of for time Indicative completion period the acquisition;	of is expected transaction The closing the take once to requisite place and the regulatory approvals, fulfilled. conditions are precedent expect the transaction we lndicatively, of close in 2019 the month to February
	of - whether consideration cash Nature and details of or share swap consideration the same;	would The consideration be cash.

8	Cost of at which or the price acquisition the shares are acquired;	of For shares: Euro 4.39 acquisition estimated initial million value to be of for the acquisition shares paid to certain and post pre closing subject adjustments. In there addition, closing payments to be made are contingent over 5 years. settlement of debt: Euro For 1 1.48
		settle the debts of million to to be paid B.Vi Holding Dynaeommerce
9	/ of control shareholding Percentage of / number or shares and acquired acquired;	100%oquuity Share Capital
10	Brief about the entity background of of in terms products/line acquired date of business acquired, incorporation, of in last 3 years turnover, country history which and has presence the acquired entity information other (in significant any briei);	with B.V., o Dynacommerce Holding is its subsidiaries and affiliates, the business ofproviding engaged in and services to software platforms clients telecommunication on was incorporated a The Company 06, 2016. July IThe of for the turnover the Company financial years is as preceding follows:- ended 31-Dec The financial year 0 million 2018: EUR 9,148 ended 31-Dec The financial year 0 million EUR 9,122 2017: 129 had approximately The company employees, as at 31-Oct-2018.

For Tech Mahindra Limited

A" A ^I iatri Company Secretary