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Tech Mahindra — M&A Activity 2023
Sep 22, 2023
35662_rns_2023-09-22_ded50cda-7bd3-4190-b380-7a0cae7f700a.pdf
M&A Activity
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Date: 22[nd] September 2023
To,
Listing Department Listing Department BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th floor, Plot No. - C/1, Dalal Street, G Block, Bandra-Kurla Complex, Mumbai - 400001. Bandra (E), Mumbai - 400051. Scrip Code: 532755 NSE Symbol: TECHM
Sub: Intimation of Plan of Merger under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”), we wish to inform that a Plan of Merger of Beris consulting GmbH (Beris) and LINEAS Informationstechnik GmbH (Lineas) with its parent Tech Mahindra GmbH., a wholly owned subsidiary of the Company is approved on 22[nd] September 2023.
The details as required under SEBI Listing Regulations, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July 2023, for the said merger is enclosed herewith as Annexure ‘A’.
This is for your information and record.
Thanking you,
For Tech Mahindra Limited
Anil Digitally signed by Mohanlal Anil Mohanlal Khatri Date: 2023.09.22 Khatri 20:26:43 +05'30' Anil Khatri Company Secretary
Encl.: As above
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Annexure A
Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
| Sr. No. |
Items for Disclosure | Description | Description | |
|---|---|---|---|---|
| 1 | Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc. |
Beris Consulting GmbH (Beris) and LINEAS Informationstechnik GmbH (Lineas) - Transferor Companies were acquired on 1stOctober 2021. Tech Mahindra GmbH - Transferee Company incorporated on 27thMarch 2003. The turnover of the companies as at 31stMarch 2023 is given below: Name of the entity Turnover (EURO) a) Beris Consulting GmbH 874,055 b) LINEAS Informationstechnik GmbH 3,615,948 c) Tech Mahindra GmbH 192,028,664 |
||
| Name of the entity | Turnover (EURO) |
|||
| a) Beris Consulting GmbH | 874,055 | |||
| b) LINEAS Informationstechnik GmbH |
3,615,948 | |||
| c) Tech Mahindra GmbH | 192,028,664 | |||
| 2 | Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length” |
Beris & Lineas are a wholly owned subsidiaries of Tech Mahindra GmbH, and no new shares are issued. |
||
| 3 | Area of business of the entity(ies) | Beris & Lineas is an IT consultancy service provider to auto industry in Germany. Tech Mahindra GmbH is focused on providing IT consultancy, technology and outsourcing services to various industrial sectors. |
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| 4 | Rationale for amalgamation/ merger | Consolidation of entities to optimize operational cost and reduce the compliance risk. |
|---|---|---|
| 5 | In case of cash consideration – amount or otherwise share exchange ratio. |
Not applicable. |
| 6 | Brief details of change in shareholding pattern (if any) of listed entity |
Not applicable. |
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