Tech Mahindra has informed its equity shareholders about the scheme of merger involving three of its wholly owned subsidiaries: Zen3 Infosolutions Private Limited, Tech Mahindra Enterprise Services Limited, and Begig Private Limited. The merger, structured as an absorption by the transferee company, follows orders from the National Company Law Tribunal (NCLT), Mumbai Bench. The tribunal has dispensed with the requirement to hold meetings of the members and creditors of the transferee company to consider the scheme.

The NCLT issued orders on February 12, 2026, and June 2, 2026, under Section 230 of the Companies Act, 2013. Consequently, the company is issuing notices directly to its equity shareholders in compliance with these directions. The scheme involves the transferor companies merging into Tech Mahindra, which acts as the transferee company.

Shareholders have been advised that they may make representations regarding the proposed scheme to the Tribunal within thirty days of receiving this notice. A copy of any such representation should also be sent to the transferee company. If no representation is received within the stipulated period, it will be presumed that the shareholder has no objections to the scheme.

The company has made the relevant documents available to its shareholders. These include the orders passed by the Hon'ble Tribunal on February 12, 2026, and June 2, 2026, as well as a copy of the scheme of merger. The documents are accessible via the company's website and have been dispatched via email to registered shareholders and via physical post to others.

The following table details the documents available for reference:

Tech Mahindra Enterprise Services Limited was formerly known as Tech Mahindra Defence Technologies Limited. The registered offices of the transferor companies are located in Andheri (East), Mumbai.

Tech Mahindra Limited shareholders approved the adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2026, at the 39th Annual General Meeting held on July 17, 2026. The meeting, conducted via video conferencing, also confirmed the interim dividend and declared the final dividend for FY26. Additionally, Dr. Anish Shah received approval for his re-appointment as a Non-Executive Director. However, a resolution regarding the appointment of Mr. Krishnam Parasramka was excluded from voting following a court order.

The voting process, supervised by Scrutinizer Mr. Jayavant B. Bhavé, utilized remote e-voting from July 13 to July 16 and e-voting during the meeting. A total of 7,70,911 shareholders were eligible as of the cut-off date of July 10, 2026. The proceedings complied with Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Voting Results Summary

All four ordinary resolutions were passed with a requisite majority. The adoption of financial statements and dividend declarations received overwhelming support, while the re-appointment of Dr. Anish Shah saw 96.9984% of votes in favour.

Legal Constraints on Appointment

The resolution for the appointment of Mr. Krishnam Parasramka, proposed by Café Networks Limited under Section 160 of the Companies Act, 2013, was not taken up for voting. The company received an ad-interim order dated July 14, 2026, from the Civil Court at Kolkata, restraining the company from conducting a poll or declaring results for this specific item. Consequently, the resolution was excluded from the voting process in compliance with the court order.