Tech Mahindra — M&A Activity 2024

Jun 25, 2024

Date: 25-06-2024

To, Listing Department BSE Limited Listing Department Phiroze Jeejeebhoy Towers, National Stock Exchange of India Ltd. Dalal Street, Exchange Plaza, 5th floor, Plot No. - C/1, Mumbai - 400001. G Block, Bandra-Kurla Complex, Scrip Code : 532755 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 Healthnxt 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 respective companies on Tuesday, June 25, 2024 (IST).

The intimation of the same was received by the Company at 10.35 a.m. (IST) on June 25, 2024.

The merger is subject to regulatory approvals in the country of incorporation. The appointed date of the Plan of merger is July 01, 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’.

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

Anil Digitally signed by Mohanlal Anil Mohanlal Khatri Date: 2024.06.25 Khatri 13:14:57 +05'30'

Anil Khatri Company Secretary

Encl.: As above

==> picture [482 x 36] intentionally omitted <==

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/CFDPoD-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 part of the amalgamation/merger, details in brief such as, size, turnover etc.	Healthnxt Inc. ("Healthnxt") - Transferor Company is incorporated in USA in the year 2021. Tech Mahindra (Americas) Inc. (“TMA”) - Transferee Company is incorporated in USA in the year 1993. The turnover of Healthnxt and TMA for the financial year ended 31stMarch, 2024 is USD 1.07 million and USD 1,153.28 million respectively. TMA is a wholly-owned material subsidiary of the Company. Healthnxt is wholly-owned subsidiary of TMA and a step- down wholly-owned subsidiary of the Company.
2.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	Yes. The transaction is between two wholly-owned subsidiaries of the Company. Therefore, it is exempted as per Regulation 23(5)(c) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015.
3	Area of business of the entity(ies)	Information Technology. Healthnxt is a virtual healthcare company that offers fully integrated inpatient experience at home and outsourced services. TMA provides computer consulting, programming support services and IT Management & Consulting Services to customers in various industries including Healthcare.
4	Rationale for amalgamation/ merger	The business of both entities Healthnxt and TMA are complimentary hence consolidation of the entities will result in synergy of business operations, optimize operational cost and reduce the compliance risk.
5	In case of cash consideration – amount or otherwise share exchange ratio.	Both the Transferor and Transferee companies are wholly- owned subsidiaries and hence there will be no cash consideration or issue of new shares involved under the Plan of Merger. The investment of TMA in Healthnxt will get cancelled on the merger becoming effective.
6	Brief details of change in shareholding pattern (if any) of listed entity	Not applicable. The Company is not party to the Plan of Merger and the shareholding pattern of the Company remains unchanged.

==> picture [482 x 36] intentionally omitted <==