Tech Mahindra — Board/Management Information 2021

Jan 29, 2021

Tech se Mahindra Te

Pune MS 411004, Maharashtra, India

Tel. +931 20 6601 8100 Fax. +91 20 2542 4466

techmahindra.com connect@techmahindra.com

Registered Office: 29" January, 2021 Gateway Building, Apollo Bunder Mumbai 400 001, India

To, CIN L64200MH1986PLC041370

Phiroze Jeejeebhoy Towers, Exchange Plaza, 5" floor, Dalal Street, Plot No. - C/l, G Block, Scrip Code : 532755 Mumbai — 400 051

BSE Limited National Stock Exchange of India Limited Mumbai — 400 001 Bandra-Kurla Complex, Bandra (E) NSE Symbol : TECHM

Sub: Outcome of Board Meeting held on 29" January, 2021

Dear Sir/Madam,

Pursuant to Regulation 33, read with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform that the Board of Directors of the Company at its meeting held today:

1. Approved the Audited financial results and consolidated financial results of the Company for the quarter ended 31*' December, 2020, together with Auditors Report thereon,

In this regard, please find enclosed:

• a. Audited financial results and consolidated financial results of the Company for the quarter ended 3 1** December, 2020, together with Auditors Report thereon.
• b. Press Release on the financial results.
• c. Fact Sheet giving certain financial and operational parameters which will be put up on the Company website.
• 1. Noted the resignation of Mr. V. S. Parthasarathy, Non-Executive Director of the Company, effective from 31% January, 2021. Mr. Parthasarathy has resigned as Director consequent to his other official commitments.
• 1. The Board of Directors of the Company at its meeting held on 29" January, 2021, subject to requisite consents and approvals from Hon'ble jurisdictional NCLTs. approved the Scheme of Merger by Absorption of Tech Mahindra Business Services Limited (*TMBSL") and Born Commerce Private Limited ("Born"), two wholly owned subsidiaries with the Company and their respective Shareholders ("Scheme") pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013

The salient features of the proposed Scheme are as under:-

• a) The Appointed Date of the Scheme would be 1* April, 2021.
• b) The entire assets and liabilities of TMBSL and Born to be transferred to and recorded by the Company at book values.
• c) The entire share capital of TMBSL and Born is held by the Company. Upon the Scheme becoming effective, all equity shares held by the Company in TMBSL and Born as on the Effective Date shall stand cancelled, without any further act or deed. Accordingly, in respect of the Scheme, except for extinguishment of shares held by the Company in TMBSL and Born, no consideration whatsoever shall pass to TMBSL and Born.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9" September, 2015 are given in Annexure A to this letter.

This is for your information and record.

Thanking you,

For Tech Mahindra Limited

An! dh Khatri ce Company pany Secretar y

Encl.: as above

Amalgamation/ Merger:

		Amalgamation/ Merger:			Annexure A
Sr.	Information of such events(s)Details of Events that
No.	need to be provideda) Nameoftheformingpartofthe amalgamation/merger,turnover, etc.	Mahindra Businessentity(ies) The details of TechServices(Transferor Company1" or "TMBSL"),LimitedCommerceLimited("TransferorBornPrivatedetails in brief such as size, Company 2" or "Born") (collectively referred to asCompanies")"TransferorMahindraTechandLimited ("Transferee Company" or "TML"),is as
		under:			As on 31% March, 2020
		Particulars	TMBSL Born		(INR in crores)TML
		Paid-upCapital	0.10	6.43	482.90
		Net-worth (Standalone)	402.63	7785:	20798555
		Turnover (Standalone)	763.40		60.41 29,225.40
	b) Whether,transaction Thethewouldwithinrelatedfalltransaction?partyyes,Ifwhether the same is done atarm's length?	CompaniesTransferorwholly-ownedaresubsidiaries of the Transferee Company and as suchrelated party to each other.However,Ministry of CorporateAffairsthehasGeneral30/2014CircularclarifiedvideNo.itsdated July 17, 2014 that transactions arising out ofCompromise,AmalgamationsArrangementsandunderprovisionswithspecificdealtoftheCompanies2013,withinAct,willnotthefallpurviewparty transactionterms ofof relatedinSection 188 of the Companies Act, 2013.pursuantRegulation23(5)(b)Further,of thetoRegulations,party transactionListingthe relatedproposedprovisionsapplicablearenotthetoScheme, as well as the Scheme is exempted fromthe provisions of SEBI circular datedMarch10,2017.

Tech Mahindra

c)	Area ofbusinessofthe	TMBSL:
	entities	TMBSL is a leading Business Process Outsourcing('BPO') company which provides voice based callservicescentrespecificclientstheirfortoitsnumbercustomerprovidesandactivitiesofacustomercustomerfunctionsrelatedcare,likebilling related queries, Mobile Number Portability(MNP),hand set related queries, network relatedqueries, price plan related queries, channel support,collection and value added services.
		Born:
		Born is engaged in providing offshore productionservices (i.e) pre- media and digital media services)to its group companieslocated outside India andsale to other external customers.
		TML:
		TMLmultinational,offeringIndiananfullisarange of Information Technology (IT) services andIndustry Specific Solutions to help clients to takeadvantagewhichopportunitiesincludesofconvergence,experience,design,digital,innovation platform, telecom services, consulting,application outsourcing, infrastructure outsourcing,engineering and Business Process Outsourcing.
d)	Rationaleforamalgamation/merger	CompaniesTransfereeThe'Transferorand _Company are under same control and managementTMLengagedwhichconsultancyofITinisCompany100%businessholdsandsharetheCompanies.TransferorAscapitaloftheallcommoncompaniesundercontrolandaremanagement, it is proposed to amalgamate TMBSLand Born with TML. The proposed amalgamationwill be beneficial to the Transferor Companies, theTransferee Company, their respective shareholdersemployeesother stakeholdersandcreditors,andand will lead to consolidation of entities and greatercombinedefficiencybusinessoveralltheineconomiesincludingefficiencyofscale,ofoperations, operational rationalization, reduction inoverheadsmanagerialincludingadministrative,

Tech Mahindra

		expenditure,otheroptimalandutilizationof resources, reduction in the multiplicity of legal andregulatory compliances.schemeproposedof mergerTheabsorptionbypursuant to the provisions of the CompaniesActwill be beneficial, advantageous and not prejudicialto the interests of the shareholders, creditors and
e) In	cashCaseofconsideration — amount orexchangeotherwiseshareratio	other stakeholders of TMBSL, Born, and TML.The entire share capital of TMBSL and Born is heldCompany.SchemebecomingUponbythetheeffective, all equity shares held by the Company inTMBSL and Born as on the Effective Date shallstand cancelled, without anyfurther act or deed.Accordingly, in respect of the Scheme, except forextinguishment of shares held by the Company inTMBSLwhatsoeverconsiderationandBorn,noshall pass to TMBSL and Born.
	f) Brief details of changeinshareholding pattern (ifany) of the listed entity	There will be no change in the shareholding patternof the Transferee company pursuant to the schemethe Transfereebeingshares areissuednobyascompany in connection with the Scheme.

For Tech Mahindra Limited

pe Ail Khatri Gompany Secretary