Tech Mahindra — M&A Activity 2024

Sep 13, 2024

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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 CIN L64200MH1986PLCO41370

Date: September 13, 2024

To Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. Scrip Code : 532755

Listing Department National Stock Exchange of India Ltd. Exchange Plaza, 5[th] floor, Plot No. - C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051. NSE Symbol : TECHM

Sub: Intimation of Plan of Merger of wholly-owned subsidiary under Regulation 30 of the Securities and Exchange Board of India (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 Zen3 Infosolutions (America) Inc., wholly-owned step-down subsidiary of the Company with its parent company viz. Tech Mahindra (Americas) Inc., wholly-owned material subsidiary of the Company, has been approved by the Board of Directors of the respective companies on Friday, September 13, 2024 (IST).

The intimation of the same was received by the Company at 09:15 a.m. (IST) on September 13, 2024.

The merger is subject to regulatory approvals in the country of incorporation. The appointed date of merger is October 1, 2024.

In this regard, please find enclosed herewith the disclosure containing details as required under Regulation 30(6) read with clause (1) of Para A of Part A of Schedule III of the SEBI Listing Regulations and the SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023, as Annexure ‘A’.

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The above information is also available on the website of the Company at www.techmahindra.com

This is for your information and records.

Thanking you,

For Tech Mahindra Limited

RUCHIE Digitally signed by RUCHIE KHANNA KHANNA Date: 2024.09.13 11:51:41 +05'30' Ruchie Khanna Company Secretary

Encl.: As above

Annexure A

Details under Regulation 30(6) read with clause (1) of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023

Plan of Merger of wholly-owned subsidiaries

Sr.No.	Items for Disclosure	Description
1.	Name of the entity(ies) forming partof the amalgamation/merger, detailsin brief such as, size, turnover etc.	Zen3 Infosolutions (America) Inc. ("Zen3 ") –Transferor Company is incorporated in USA in the year2013. It is a wholly-owned subsidiary of TMA and awholly-owned step-down subsidiary of the Company.Tech Mahindra (Americas) Inc. (“TMA”) - TransfereeCompany is incorporated in USA in the year 1993. It isa wholly-owned material subsidiary of the Company.The turnover of Zen3 and TMA for the financial yearended 31stMarch, 2024 is USD 40.63 million andUSD 1,153.28 million respectively.
2.	Whether the transaction would fallwithin related party transactions? Ifyes, whether the same is done at“arm’s length”	Yes.The transaction is between two wholly-ownedsubsidiaries of the Company. Therefore, it is exemptedas per Regulation 23(5)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015.
3	Area of business of the entity(ies)	Information Technology.Zen3 is a software solution provider with expertise insoftware product engineering, DevOps testing, machinelearning and AI & Analytics.TMA provides computer consulting, programmingsupport services and IT Management & ConsultingServices to customers in various industries includingHealthcare.

	Sr.No.	Items for Disclosure	Description
	4	Rationale for amalgamation/ merger	The business of both entities Zen3 and TMA arecomplimentary. Hence consolidation of these entitieswill result in synergy of business operations,optimization of operational cost and reduction in thecompliance risk.
	5	In case of cash consideration –amount or otherwise share exchangeratio.	Both the Transferor and Transferee companies arewholly- owned subsidiaries and hence there will be nocash consideration or issue of new shares involved underthe Plan of Merger. The investment of TMA in Zen3will get cancelled on the merger becoming effective.
	6	Brief details of change inshareholding pattern (if any) oflisted entity	Not applicable.The Company is not party to the Plan of Merger and theshareholding pattern of the Company remainsunchanged.