Tech Mahindra — M&A Activity 2024

Dec 20, 2024

Tech Mahindra Limited

Sharda Centre, Off Karve Road, Pune - 411004, Maharashtra, India Tel. +91 20 6601 8100 techmahindra.com connect@techmahindra.com CIN L64200MH1986PLCO41370

December 20, 2024

To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] floor, Dalal Street, Plot No. – C/1, G Block, Mumbai – 400 001 Bandra-Kurla Complex, Bandra (East), Scrip Code : 532755 Mumbai – 400 051 NSE Symbol : TECHM

Sub: Sanction of the Scheme of Merger by Absorption between Perigord Premedia (India) Private Limited, Perigord Data Solutions (India) Private Limited, Tech Mahindra Cerium Private Limited and Thirdware Solution Limited with Tech Mahindra Limited and their respective Shareholders by Hon’ble NCLT, Mumbai - Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Ref.: Intimations dated October 25, 2023 and January 24, 2024 on the captioned subject

Dear Sir / Madam,

In furtherance to our earlier intimations referred above and in compliance with Regulation 30 of the SEBI Listing Regulations, this is to inform you that the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) has, basis its hearing held on December 11, 2024 and vide order pronounced on December 19, 2024 sanctioned the Scheme of Merger by Absorption of Perigord Premedia (India) Private Limited (“PPIPL”), Perigord Data Solutions (India) Private Limited (“PDSIPL), Tech Mahindra Cerium Private Limited (“TMCPL”) and Thirdware Solution Limited (“TSL”), wholly-owned subsidiaries of the Company (“Transferor Companies”) with the Company (“Transferee Company”) and their respective shareholders under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder.

The certified copy of the order of NCLT sanctioning the above Scheme is awaited. The Scheme shall be effective upon filing of the certified copy of the order of the NCLT with the Registrar of Companies, Mumbai, Maharashtra (“ROC”).

Consequent to the Scheme becoming effective, PPIPL, PDSIPL, TMCPL and TSL, the Transferor Companies and wholly-owned subsidiaries of the Company shall stand dissolved and will cease to be the wholly-owned subsidiaries of the Company.

Intimation of pronouncement of the order by the NCLT was received by the Company on Thursday, December 19, 2024 at 7.40 p.m. (IST)

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 were furnished by the Company vide its intimations dated October 25, 2023 and January 24, 2024, which are enclosed as Annexure 1 to this letter.

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Tech Mahindra Limited

Sharda Centre, Off Karve Road, Pune - 411004, Maharashtra, India Tel. +91 20 6601 8100 techmahindra.com connect@techmahindra.com CIN L64200MH1986PLCO41370

This intimation is also being uploaded on the website of the Company at www.techmahindra.com

You are requested to kindly take note of the same.

Thanking you,

Yours Faithfully,

For Tech Mahindra Limited

Ruchie Digitally signed by Ruchie Khanna Khanna Date: 2024.12.20 14:44:37 +05'30' Ruchie Khanna Company Secretary

Enclosure : As above

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ANNEXURE-1

Date: 25[th] October 2023

To, The BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, "Exchange Plaza", 5th Floor, Dalal Street, Fort, Plot No.C/1, G Block Mumbai – 400001 Bandra-Kurla Complex Bandra (East), Mumbai 400051.

Sub: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 –

Scheme of Merger by Absorption of Perigord Premedia (India) Private Limited and Perigord Data Solutions (India) Private Limited and Tech Mahindra Cerium Private Limited with the Company and their respective shareholders

The Board of Directors of the Company at its Meeting held on 25[th] October, 2023, subject to requisite approvals/consents, approved the Scheme of Merger by Absorption of Perigord Premedia (India) Private Limited ("PPIPL" or "Transferor Company 1") and Perigord Data Solutions (India) Private Limited ("PDSIPL" or "Transferor Company 2") and Tech Mahindra Cerium Private Limited ("TMCPL" or "Transferor Company 3") (together referred to as "Transferor Companies"), wholly owned subsidiaries of the Company, with the Company and their respective shareholders ("Scheme") under section 230 to 232 and other applicable provisions of the Companies Act, 2013.

The salient features of the proposed Scheme are as under:

1. The Appointed Date of the Scheme would be 1[st] April, 2024 or such other date as may be directed or approved by the jurisdictional National Company Law Tribunal ("NCLT") or any other appropriate authority.

2. The entire assets and liabilities of PPIPL, PDSIPL and TMCPL to be transferred to and recorded by the Company at their carrying values. All inter-company balances and agreements, if any, between Transferor Companies and the Company shall come to an end and corresponding effect shall be given in the books of accounts and records of the Company for the reduction of any assets or liabilities.

3. The entire share capital of the Transferor Companies is held by the Company (directly and jointly with the nominee shareholders). Upon the Scheme becoming effective, no shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Transferor Companies (held directly and jointly with the nominee shareholders) and accordingly, equity shares held in the Transferor Companies shall stand cancelled on the Effective Date without any further act/instrument or deed.

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The Meeting of the Board of Directors of the Company commenced at 8 a.m. and concluded at 3.30 p.m.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023 are given in Annexure A to this letter.

Kindly take the above on record.

Yours faithfully,

For Tech Mahindra Limited

Anil Digitally signed by Mohanlal Anil Mohanlal Khatri Date: 2023.10.25 Khatri 15:43:16 +05'30' Anil Khatri Company Secretary

Encl.: Annexure A

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Annexure A

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Amalgamation / Merger

Sr. No.	Details of Events that need to be provided		Information of such events(s)	Information of such events(s)	Information of such events(s)	Information of such events(s)	Information of such events(s)
a)	name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.		The details of Perigord Premedia (India) Private Limited (“PPIPL” or “Transferor Company 1”), Perigord Data Solutions (India) Private Limited (“PDSIPL” or “Transferor Company 2”), Tech Mahindra Cerium Private Limited (“TMCPL” or “Transferor Company 3”) and Tech Mahindra Limited (“Transferee Company” or “The Company”) are as under: As on 31stMarch, 2023 (Rs. Crores) Particulars PPIPL PDSIPL TMCPL COMPANY Paid-up Capital 1.16 0.21 3.17 487.07 Net Worth (Standalone) 10.20 6.54 88.57 25,196.17 Turnover (Standalone) 23.85 23.68 393.70 42,657.30 Net worth as per Companies Act, 2013 **Revenue from Operations
			Particulars	PPIPL	PDSIPL	TMCPL	COMPANY
			Paid-up Capital	1.16	0.21	3.17	487.07
			Net Worth* (Standalone)	10.20	6.54	88.57	25,196.17
			Turnover** (Standalone)	23.85	23.68	393.70	42,657.30
			Net worth as per Companies Act, 2013 *Revenue from Operations
b)	whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length";		Yes. The Transferor Companies are wholly owned subsidiaries of the Company and as such the said companies are related parties to each other. However, Ministry of Corporate Affairs has clarified vide its General Circular No. 30/2014 dated 17thJuly, 2014 that transactions arising out of Compromise, Arrangements and Amalgamations dealt under specific provisions the Companies Act, 2013, will not fall within the purview of related party transaction in terms of section 188 of the Companies Act, 2013. Further, pursuant to Regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the related party transaction provisions are not applicable to the proposed Scheme and the Schemeis also exemptfromthe

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provisions of SEBI Master Circular No. SEBI/HO/CFD/POD-
2/P/CIR/2023/93 dated 20 [th] June, 2023.
c) area of business of the PPIPL : PPIPL is currently engaged in the business of
entity(ies); consultancy, advisory and all related support services in all
areas of information technology including computer hardware,
consumer hardware, automation software, system integration,
software and solutions and system for broadcast and media
industry etc.
PDSIPL : PDSIPL is currently engaged in the business of
consultancy, advisory and all related support services in all
areas of information technology including computer hardware,
consumer hardware, automation software, system integration,
software solutions and systems for life sciences industry,
broadcast and media industry etc.
TMCPL : TMCPL is currently engaged in the business of
offering design services in VLSI/ASIC, Embedded Software,
Finware, Hardware Design and Software Applications, to carry
on the business of field-programmable gate array development
and application specific integrated circuit front-end design in
functional analysis.
The Company : The Company, part of the Mahindra Group, is
an Indian multinational, offering a full range of Information
Technology (IT) services and Industry Specific Solutions to
help clients to take advantage of opportunities which includes
convergence, digital, design, experience, innovation platform,
telecom services, consulting, application outsourcing,
infrastructure outsourcing. engineering and Business Process
Outsourcing (BPO). The Company has presence in India and
overseas through subsidiaries and branches.
d) rationale for In order to consolidate and effectively manage the business of
amalgamation/ merger; the Transferor Companies and Transferee Company in a single
entity, which will provide several benefits including synergy,
economies of scale, attain efficiencies and cost
competitiveness, it is intended that the Transferor Companies
be merged with Transferee Company, which would inter alia
have following benefits:
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1. The Transferor Companies are wholly owned subsidiaries of the Transferee Company, so merger will help to consolidate the entities.

2. The merger will lead to greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value.

3. The merger will result in reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, if unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Companies and the Transferee Company.

4. The merger would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, assets base etc. which will boost employee morale and provide to better corporate performance ultimately enhancing shareholder value.

The proposed corporate restructuring mechanism by way of a scheme of merger by absorption under the provisions of the Companies Act, 2013 is beneficial, advantageous and not prejudicial to the interests of the shareholders, creditors and other stakeholders of all the companies involved.

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e)	in case of cash consideration amount or otherwise share exchange ratio;	The entire share capital of the Transferor Companies is held by the Company (directly and jointly with the nominee shareholders). Upon the Scheme becoming effective, no shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Transferor Companies (held directly and jointly with the nominee shareholders) and accordingly, equity shares held in the Transferor Companies shall stand cancelled on the Effective Date without any further act/instrument or deed.
f)	brief details of change in shareholding pattern (if any) of listed entity.	There will be no change in the shareholding pattern of the Company pursuant to the merger as no shares are being issued by the Company in connection with the Scheme.

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January 24, 2024

To,

The BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400001. Scrip Code : 532755

National Stock Exchange of India Limited "Exchange Plaza", 5th Floor, Plot No.C/1, G Block Bandra-Kurla Complex Bandra (East), Mumbai 400051. NSE Symbol : TECHM

Sub: Outcome of Board meeting January 24, 2024 - Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We wish to inform you of the following decisions of the Board of Directors of the Company taken at its Meeting held today, i.e. January 24, 2024:

1. The Board subject to requisite approvals/consents, approved an amendment to the Scheme of Merger by Absorption approved by it on October 24, 2023 to include merger of Thirdware Solution Limited, wholly-owned subsidiary of the Company to the said Scheme and consequently approved the Modified Scheme of Merger by Absorption of Perigord Premedia (India) Private Limited ("PPIPL" or "Transferor Company 1"), Perigord Data Solutions (India) Private Limited ("PDSIPL" or "Transferor Company 2"), Tech Mahindra Cerium Private Limited (“TMCPL” or “Transferor Company 3”) and Thirdware Solution Limited ("TSL" or "Transferor Company 4") (together referred to as "Transferor Companies"), wholly owned subsidiaries of the Company, with the Company and their respective shareholders ("Scheme") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

2. The Board based on the recommendation of the Nomination and Remuneration Committee, approved and recommended variation and amendments to the Company’s ESOP Schemes viz. Employee Stock Option Plan – ESOP 2014 and Employee Stock Option Scheme - ESOP 2018 subject to approval of the Shareholders to be obtained through Postal Ballot.

The Meeting of the Board of Directors of the Company commenced at 12:15 p.m. (IST) and concluded at 3:�� p.m. (IST)

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The details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 is given in Annexure A to this intimation.

This intimation is also being uploaded on Company’s website at https://www.techmahindra.com

You are requested to kindly note the same.

For Tech Mahindra Limited

Digitally signed by Anil Mohanlal Anil Mohanlal Khatri Khatri Date: 2024.01.24 15:46:11 +05'30' Anil Khatri Company Secretary

Encl.: As above

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Annexure A

Modified Scheme of Merger by Absorption of Perigord Premedia (India) Private Limited and Perigord Data Solutions (India) Private Limited, Tech Mahindra Cerium Private Limited and Thirdware Solution Limited with the Company and their respective shareholders

The salient features of the Modified Scheme are as under:

1. The Appointed Date of the Scheme would be April 1, 2024 or such other date as may be directed or approved by the jurisdictional National Company Law Tribunal ("NCLT") or any other appropriate authority.

2. The entire assets and liabilities of PPIPL, PDSIPL, TMCPL and TSL to be transferred to and recorded by the Company at their carrying values. All inter-company balances and agreements, if any, between Transferor Companies and the Company shall come to an end and corresponding effect shall be given in the books of accounts and records of the Company for the reduction of any assets or liabilities.

3. The entire share capital of the Transferor Companies is held by the Company (directly and jointly with the nominee shareholders). Upon the Scheme becoming effective, no shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Transferor Companies (held directly and jointly with the nominee shareholders) and accordingly, equity shares held in the Transferor Companies shall stand cancelled on the Effective Date without any further act/instrument or deed.

The other details of the Scheme are as under:

Sr. No.	Details of Events that need to beprovided	Information of such events(s)
a)	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.	The details of Perigord Premedia (India) Private Limited (“PPIPL” or “Transferor Company 1”), Perigord Data Solutions (India) Private Limited (“PDSIPL” or “Transferor Company 2”), Tech Mahindra Cerium Private Limited (“TMCPL” or “Transferor Company 3”), Thirdware Solution Limited (“TSL” or “Transferor Company 4”) and Tech Mahindra Limited (“Transferee Company” or “The Company”) are as under:

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Sr. No.	Details of Events that need to beprovided			Information of such events(s)	Information of such events(s)	Information of such events(s)	Information of such events(s)
					As on 31stMarch, 2023
			Particulars	PPIPL	PDSIPL	TMCPL	TSL	COMPANY
			Paid-up Capital	1.16	0.21	3.17	4.70	487.07
			Net Worth* (Standalone)	10.20	6.54	88.57	107.89	25,196.17
			Turnover** (Standalone)	23.85	23.68	393.70	294.93	42,657.30
b)	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length";		Yes. The Transferor Companies are wholly owned subsidiaries of the Company and as such the said companies are related parties to each other. However, Ministry of Corporate Affairs has clarified vide its General Circular No. 30/2014 dated July 17, 2014 that transactions arising out of Compromise, Arrangements and Amalgamations dealt under specific provisions the Companies Act, 2013, will not fall within the purview of related party transaction in terms of section 188 of the Companies Act, 2013. Further, pursuant to Regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the related party transaction provisions are not applicable to the proposed Scheme and the Scheme is also exempt from the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20, 2023.
c)	Area of business of the entity(ies);		PPIPL: PPIPL is currently engaged in the business of consultancy, advisory and all related support services in all areas of information technology including computer hardware, consumer hardware, automation software, system integration, software and solutions and system for broadcast and media industryetc.

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Sr. No.	Details of Events that need to beprovided	Information of such events(s)
		PDSIPL: PDSIPL is currently engaged in the business of consultancy, advisory and all related support services in all areas of information technology including computer hardware, consumer hardware, automation software, system integration, software solutions and systems for life sciences industry, broadcast and media industry etc. TMCPL: TMCPL is currently engaged in the business of offering design services in VLSI/ASIC, Embedded Software, Finware, Hardware Design and Software Applications, to carry on the business of field- programmable gate array development and application specific integrated circuit front-end design in functional analysis. TSL: TSL is currently engaged in the business to implement, support, maintain, invent, import, export, license, purchase, sell or otherwise deal in or dispose any type of computer and communication software, hardware, peripherals, components, consumables etc. The Company: The Company, part of the Mahindra Group, is an Indian multinational, offering a full range of Information Technology (IT) services and Industry Specific Solutions to help clients to take advantage of opportunities which includes convergence, digital, design, experience, innovation platform, telecom services, consulting, application outsourcing, infrastructure outsourcing. engineering and Business Process Outsourcing (BPO). The Company has presence in India and overseas through subsidiaries and branches.
d)	Rationale for amalgamation/ merger;	In order to consolidate and effectively manage the business of the Transferor Companies and Transferee Companyin a single entity,which willprovide several

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Sr. No.	Details of Events that need to beprovided	Information of such events(s)
		benefits including synergy, economies of scale, attain efficiencies and cost competitiveness, it is intended that the Transferor Companies be merged with Transferee Company, which would inter alia have following benefits: 1. The Transferor Companies are wholly-owned subsidiaries of the Transferee Company, so merger will help to consolidate the entities. 2. The merger will lead to greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value. 3. The merger will result in reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Companies and the Transferee Company. 4. The merger would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, assets base etc. which will boost employee

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Sr. No.	Details of Events that need to beprovided	Information of such events(s)
		morale and provide to better corporate performance ultimately enhancing shareholder value. The proposed corporate restructuring mechanism by way of a scheme of merger by absorption under the provisions of the Companies Act, 2013 is beneficial, advantageous and not prejudicial to the interests of the shareholders, creditors and other stakeholders of all the companies involved.
e)	In case of cash consideration amount or otherwise share exchange ratio;	The entire share capital of the Transferor Companies is held by the Company (directly and jointly with the nominee shareholders or through nominee shareholders). Upon the Scheme becoming effective, no shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Transferor Companies (held directly and jointly with the nominee shareholders or through nominee shareholders) and accordingly, equity shares held in the Transferor Companies shall stand cancelled on the Effective Date without any further act/instrument or deed.
f)	Brief details of change in shareholding pattern (if any) of listed entity.	There will be no change in the shareholding pattern of the Company pursuant to the merger as no shares are being issued by the Company in connection with the Scheme.

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