Tech Mahindra Merges Four Wholly-Owned Subsidiaries to Streamline Operations

Tech Mahindra to Merge Four Wholly-Owned Subsidiaries

Tech Mahindra Limited has announced the merger of its four wholly-owned subsidiaries: Perigord Premedia (India) Private Limited (“PPIPL”), Perigord Data Solutions (India) Private Limited (“PDSIPL”), Tech Mahindra Cerium Private Limited (“TMCPL”), and Thirdware Solution Limited (“TSL”).

Key Developments

• On October 25, 2023, Tech Mahindra’s Board of Directors approved the initial merger scheme involving PPIPL, PDSIPL, and TMCPL.
• On January 24, 2024, the scheme was amended to include TSL.
• The appointed date for the merger is set as April 1, 2024, or another date as determined by the National Company Law Tribunal (NCLT).
• The NCLT Mumbai Bench sanctioned the scheme on December 19, 2024, following a hearing on December 11, 2024.

The scheme will become effective once the certified NCLT order is filed with the Registrar of Companies, Mumbai. Upon effectiveness, PPIPL, PDSIPL, TMCPL, and TSL will cease to exist as subsidiaries of Tech Mahindra.

Rationale for the Merger

1. Consolidation of Entities: Streamlining the subsidiaries into a single entity.
2. Enhanced Efficiency: Achieving economies of scale, operational rationalization, and improved organizational efficiency.
3. Cost Reduction: Lowering overheads and optimizing resource utilization.
4. Improved Employee Morale: Providing better growth opportunities within a unified corporate structure.
5. Maximized Shareholder Value: Increased efficiency, reduced costs, and motivated employees are expected to enhance shareholder returns.

Additional Details

• No Share Exchange or Cash Consideration: No shares will be issued or cash paid, as Tech Mahindra wholly owns the subsidiaries. Equity shares of the subsidiaries will be canceled upon the merger’s effectiveness.
• No Change in Shareholding Pattern: Tech Mahindra’s shareholding structure will remain unchanged.
• Not a Related Party Transaction: The merger does not fall under the purview of related party transactions as per the Companies Act, 2013.
• No Regulatory Approvals Required: The merger does not require any external regulatory approvals.

This merger is a strategic move to enhance operational efficiency, reduce costs, and unlock greater value for stakeholders.